Requirement for Registering a Company in Botswana

Steps To Establish A Business in Botswana

In case you are considering starting or setting up a business in Botswana this article gives you the steps to take to complete the process.

Your business

To register a business in Botswana the Companies and Intellectual Property Authority (CIPA) is the designated authority to start and facilitate the process. You have to be 18 years old and above, or be a corporate entity, to register a company and business name; which can be facilitated by a shareholder, a director, a company secretary, or authorized consultants.

Your business structure

There are two structures for businesses in Botswana – business names and companies.

A. Business Names

A business name gives an identity to your business. It is a trading style, the title to your business, and a description under which you carry on your business. A business name is not an entity under the law, but its proprietor.

B. Companies (4 types)

When selecting a structure for a company it is important to consider some factors such as the size of the operation, the share of profit, liability, funding, ownership, and accountability. According to the CIPA guidelines, there are four company types to choose from when you establish one:

  1. Private company – formed with the aim of creating a profit, and has a maximum of 25 shareholders; does not offer shares to the public; the name ends with (Proprietary) Limited
  2. Public company – has an unlimited number of shareholders, usually listed with Botswana Stock Exchange; sells shares to the public; the name ends with Limited
  3. A close company – formed by 1-5 members only; each member makes an initial contribution; not expected to meet international financial reporting standard (IFRS) requirements but expected to keep books of accounts; name ends with ‘CC’
  4. A company limited by guarantee (typically used by NGOs, etc) – does not declare dividends or share profits among members; you should state its mandate, donors, and projects being undertaken; any profit is to be used for the same objectives not earned for personal benefit

The 9 Steps to registering a business in Botswana

Currently, there are 9 steps to follow when you establish a business in Botswana, reflected in an online country economy profile for Botswana entitled Doing Business 2020 by the Doing Business forum, a project of the World Bank.

Step 1

Reserve a unique company name

Duration: 3 days

Service charge: P20 

Agency: CIPA

A new or prospective business searches the online database for the Ministry of Trade and Industry to check if the desired company name is available for registration and use. If not there, the entrepreneur comes up with a name and submits it via the Name Reservation Form (Form 1) to the Registrar of Companies (CIPA) and expects to receive a notification within 3 days. Once the name is approved by the Registrar, the company name is reserved for a period of 30 days, for the adoption of the reserved name during the period. If 30 days elapse without the entrepreneur registering/adopting the name the reservation falls off and the name becomes available for anyone who wants to reserve or use it.

Step 2

Declaration of compliance for Incorporation 

Duration: 1 day,

Service charge: P0 (nil)

Agency: CIPA

The entrepreneur or company representative must submit:

  • A limited liability company registration form (form 2)
  • Declaration of compliance of statutory requirements (form 3)

Step 3

Registration of the company

Duration: 6-8 days

Service charge: P300 for registration application/P60 for certificate of incorporation

Agency: CIPA

The entrepreneur must submit a company registration application form, together with the name reservation certificate and the declaration of compliance for incorporation.

Step 4

Receive inspection of company premises

Duration: 7 days

Service charge: P0 (nil)

Agency: Industrial Affairs Department, Ministry of Trade and Industry

The company premises are inspected by health, environmental, and town planning authorities, with no payment required from the entrepreneur.

Step 5

Obtain an industrial license or trade license

Duration: 3 weeks

Service charge: P50 for an industrial license if applied by self/P1500 if applied by the agent; P100 for trade license if applied by self/P2000 if applied by the agent     

Agencies: Industrial Affairs Department, and the City/Town Council

An entrepreneur may obtain their industrial license from the Industrial Affairs Department, and a trading license from a local city/town council.

Step 6

Open a bank account

Duration: 1 day

Service charge: P0 (nil) 

Agency: any commercial bank

All new businesses must open a company account with a bank in order to register for a tax identification number.

Step 7

Obtain a tax identification number (TIN) from the Tax authority

Duration: 7 days

Service charge: no charge by self/P1500 by agent

Agency: Botswana Unified Revenue Service (BURS)

The new business applies for a tax identification number (TIN) using the BURS form. The business then completes a tax registration form to enroll in the employee withholding Pay-As-You-Earn tax (PAYE).

Step 8

Register for Value Added Tax (VAT)

Duration: 7 days

Service charge: no charge by self/P1500 by agent

Agency: Botswana Unified Revenue Service (BURS)

**(PS. This applies only to businesses with an expected P1,000,000 or more turnover as amended by the VAT (Amendment) Act of 2015)**

A new business registers for VAT in BURS if there is assurance that the business will meet or exceed the above-stated turnover threshold.

Step 9

Register employees for workplace injury insurance

Duration: 2 days

Service charge: P0 (nil) 

Agency: any insurance company

Under the Workers’ Compensation Act, businesses must provide their employees with workplace injury insurance. Companies may choose to pay a security deposit to the Commissioner for any associated claims; however, most of them often purchase their own insurance.

Can a foreigner register a company in Botswana?

There are 2 main ways in which a foreign company can set up a place of business in Botswana: incorporate a company in terms of the Companies Act [Cap 42:01] (the Companies Act); or. register as an external company (also referred to as a branch).

What are the minimum requirements to register a company?

Documents required for Company Registration

  • Proof of identification of all the company’s directors and shareholders (partners in case of LLP). …
  • Proof of address of all the directors and shareholders (partners in case of LLP).
  • DIN (DPIN in case of LLP) and DSC of all the directors (partners in case of LLP)

Can a foreigner own a business in Botswana?

What is a Botswana Branch (Or External Company)? Botswana Companies Act requires any foreign company to apply for registration as an external company in order to operate, meaning to do business in Botswana.

How much does it cost to register a business name in Botswana?

Certified copies of identity documents for the proposed directors and shareholders and a practicing certificate for the Company Secretary; Two (2) original bound sets of all documents are required. P360. 00 registration fee of payment upon submission and acceptance of registration documents.

How do I get a Botswana business permit?

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Requirements for a business permit for investors

  1. The appropriate business permit investor application forms;
  2. The company share certificate;
  3. List of Directors;
  4. The Certificate of Incorporation;
  5. A Copy of the appropriate business license;
  6. 2 passport photographs of the applicant;
  7. A Curriculum Vitae for the applicant;