Botswana - Obtain a Business Certificate of Incorporation

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Procedure

Apply In-Person

1. The application to obtain a Business Certificate of Incorporation shall be made to the Companies and Intellectual Property Authority (CIPA) offices. CIPA Website
2. The applicant shall make an application in writing in the prescribed form as determined by the CIPA, copies of Business Registration Application forms are available for free at the CIPA Business Registration and Licensing unit.
3. The completed duly application form shall be accompanied by the supporting documentation as mentioned under the “Required Documents” section of this page, should be submitted to the CIPA Business/Company Registration office. Any omission of the required information and documents will render the application process incomplete.
4. Upon receipt of the application, the CIPA officer will check for discrepancies or ineligibility in the application documents. If a discrepancy that cannot be immediately corrected exists in any of the documents, the application and all the submitted documents will be returned to the applicant and should not be re-submitted until the discrepancy has been corrected.
5. If the CIPA officer is satisfied that all the requirements have been met for the application for the license, the application is registered for processing and consideration.
6. Applicants will be required to pay prescribed fees as mentioned under the “Fees” section of this page, and obtain a payment slip and an acknowledgment slip as proof of submission of the application and for inquiry referencing if the need arises
7. The Registrar of Companies office may request additional information relevant to the application for the purpose of ascertaining compliance by the applicant with all applicable laws and regulations. In such a case, the information must be submitted within the stipulated time from the date of notification. Where the applicant fails to submit the required information, the Registrar of Companies office shall reject the application.
8. On completion of the processing, the business name will be registered with the CIPA, and the Business certificate of incorporation will be drawn up, to be issued to the applicant.
9. While collecting the certificate the applicant will be required to produce identification document, CIPA acknowledgment slip/Payment slip to be validated by the registrar at the CIPA office.
   

Apply Online
Step 1: Carry out a name search and reservation to obtain the Business name.

1. The process begins with the applicant, carrying out a name search and reservation to obtain the Business name. Search for names can be done online through the CIPA Website, clicking on the “Search Company” option located on the menu bar.
2. On the website, if you already have an account, click on the “Login to OBRS” option located on the menu bar, this will navigate you to the login page, enter Username and Password, and then click on the “Logon” tab, to access your account.
3. If you do not have an account, click on the “Create a Profile Now” option,to create your account.
4. On the first page, you will be required to enter your Login details and click on the “Next” button to go to your Name and Identity page.
5. On this page complete the required details and upload your Identity evidence then click on the “Next” button to go to your contacts details page
6. Enter the required contact details and location information and click on the “Next” button to go to the review page.
7. On the review page, you will be able to see all the information you have proved in creating your profile, go through the information and if it is satisfactory to you click on the “Save” and if the information is not ok, you can cancel your application by clicking on the “Cancel” button.
8. After clicking on the “Save” button you will be directed to the 2-step verification page, on the blank boxes, enter the logon security code sent to you by CIPA and click on the “Next” button. At this point, your account will be ready for you to use.
9. Go to your dashboard and click on the “Start a Business” hyperlink and select “Reserve a Business Name” under Business Names, to go to the Details of Name Reservation Page.
10. Complete the rest of the required information and click on the “Submit” button to go to the payment page.
11. Select the payment method you wish to use for paying for the service i.e., “Credit/Debit Card or Mobile Payment” or “Deposit Account” enter the details of your payment method and choose to pay at the moment or pay later by clicking on “Pay Now” or “Pay Later”.
12. Proceed and pay the name reservation fee and upon payment, you will receive a notification from CIPA through your email address informing you that your payment is successful and your application is being processed.
13. On submission of the application form to the Registrar of Companies, the applicant should receive a reply through the registered email address within 3 -5 days. Once approved, the Business name is reserved for 30 days and only valid reservations are accepted for business/company registrations. If more than 30 days have elapsed, the business/company must be reserved again through the process listed above.

Step 2: Lodging of registration documents with the registrar of companies.

1. Upon confirmation that the proposed business name is available, the Business registration form-RBN 2 should be collected and completed. This form is available at the CIPA offices or download via the CIPA website.
2. To download the form, visit the CIPA website, underthe “Start a Business” option, select “Register a Business”, this will navigate you to the login page,log into your CIPA account.
3. Complete theBusiness registration form and get the declaration of compliance of statutory requirements signed by the company representative for incorporation before a Commissioner of Oaths.
4. Logon your CIPA account, upload all the supporting documentation as mentioned under the “Required Documents” section of this page,and click on the “Submit” button to go to the payment page.
5. Select the payment method you wish to use for paying for the service i.e., “Credit/Debit Card or Mobile Payment” or “Deposit Account” enter the details of your payment method and choose to pay at the moment or pay later by click on “Pay Now” or “Pay Later”.
6. Proceed and pay the name reservation fee and upon payment, you will receive a notification from CIPA through your email address informing you that your payment is successful and your application is being processed.
7. The Registrar of Companies office may request additional information relevant to the application for the purpose of ascertaining compliance by the applicant with all applicable laws and regulations. In such a case, the information must be submitted within the stipulated time from the date of notification. Where the applicant fails to submit the required information, the Registrar of Companies office shall reject the application.
   

Step 3: Issuance of Certificate of Incorporation.

1. After processing, a notice of the decision (Approval, Deferral, or Rejection) for the application will be communicated to the client via the registered email.
2. If the registration is approved, you will receive the Certificate of Incorporation between 2- 3 weeks (21 days) via email.
3. Finally, you need to get a Company Seal, which is a device that includes your company name on documents and is also used as a signature of the company. This can be purchased from a stationer.
   

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Required Documents

• Business Registration application forms
• Certified copies of identity documents for the proposed directors and shareholders and a practicing certificate for the Business/Company Secretary.
• Business registered address proof
• A letter authorizing the representative to apply for business registration, in case a representative is applying on behalf of the applicant
• The person presenting the application should attach certified copies of their identity card or passport

Note: Two (2) original bound sets of all documents are required

Office Locations & Contacts

Companies and Intellectual Property Authority (CIPA)
Address: Plot 54358, Prime Plaza, CBD, Gaborone, Botswana
Telephone: +267 367 3700 Fax: +267 318 8130
Email: [email protected]
CIPA Customer Care Numbers.
(+267)3673797/ 3673758/ 3673783/ 3673748/ 3673700
CIPA Website

Eligibility

• Citizens and non-citizens are eligible to make the application for a certificate of incorporation.
• All directors of the company must be over the age of eighteen
• A company is required to have at least one director who is a natural person.
• If any of the directors are foreigners then a Botswana director and shareholder are needed.
  

Fees

• Business name search is free of charge.
• Business name reservation fee of P20.00
• Business name registration fee BWP150.00.
  

Validity

Once a Certificate of Incorporation is issued by the CIPA, it is valid for the lifetime of the company unless it goes for winding up.

Documents to Use

Please attach documents that can be used by people. e.g. links

Sample Documents

Please attach sample completed documents that would help other people.

Processing Time

• The name search and reservation takes 3-5 days.
• The processing time for the certificate of incorporation is 21 days after lodging your registration documents.
  

Related Videos

Videos explaining the procedure or to fill the applications.
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Instructions

Please provide other instructions related to the certificate/documents.
e.g. The state office holds birth records since january 1908.

Required Information

• Proposed names for business name search and reservation Type of company
• Target starts of business
• Targets accounting period
• Number of employees at the start of business
• Physical address
• Contact address
• Details of directors, secretary and authorized signatory of the company
• Objects of the company (primary and secondary activity)
• Type of liability of members
• Share capital.
• Percentage of the shareholding for each director
• Declaration by the applicant.
  

Need for the Document

• A certificate of incorporation is a legal document proving the legal formation of a Business/company in Botswana.
• The certificate is required for the smooth operation of any business/company in Botswana.
  

Information which might help

Every business name submitted is not always accepted for registration or approved. For a name to be accepted for registration, it must not

• Appear misleading or confusing regarding the intended nature of business.
• Appear very close to an already existing business name. If it is registered erroneously, the existing company may file an injunction, and the new business will be forced to change its name. Alternatively, the Registrar-General may order the newly registered business to change its name immediately.
• Suggest connection with a government department or local authorities.
• Have names with the words; international, National and Commonwealth, except in special circumstances.
• Include: Cooperative, Building Society, Bank, Banking or Trust unless valid reasons or circumstances of the business justify it.
• Include a proper name which is not a surname of the owner or directors, unless for very valid reasons.
• Include the name of a registered trademark unless with written consent of the trade mark owner.
  

Other uses of the Document/Certificate

Please explain what are other uses of obtaining this document/certificate.
e.g. Birth Certificate can be used as proof of identity.

External Links

• Companies and Intellectual Property Authority (CIPA)
  
• Company & Business Name Registration
  

Others

More information which might help people.