Botswana - Register a Company

ProcedureEdit

Apply In-Person
The application to register a company shall be made to the Companies and Intellectual Property Authority (CIPA) offices. CIPA Website

Step 1: Reservation of Company Name

Applicants are required to first Reservation of Company Name with the Companies and Intellectual Property Authority (CIPA) offices at a fee of BWP 20.00.
Collect and complete Form 1 for company name reservation, obtainable at any of the CIPA offices, and submit the form to the CIPA office for processing.
The expected turnaround time is five days.
An online database search of company names can be accessed to prevent duplicates; CIPA Search for Company or Business Name
Note: that the reservations company names are only valid for 30 days and only valid reservations are accepted for company registrations. If more than 30 days have elapsed, the company name must be reserved again.

Step 2: Register the Company

Upon confirmation that the proposed company name is available, applicants are required to collect and complete the Company registration forms, obtainable at any of the CIPA offices.
Submit the duly completed application forms attached to the supporting documentation as mentioned under the “Required Documents” section of this page, to the CIPA Company/Business Registration Unit for consideration. Any omission of the required information and documents will render the application incomplete.
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 rectified corrected.
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.
Applicants will be required to pay a BWP360.00 registration fee as per the authority preferable payment mode
upon making payment, present the proof of payment to be validated by the CIPA registration officer and an acknowledgment slip as proof of submission of the application and for inquiry referencing if the need arises
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: Issue of the Company Registration Certificate.

After the successful screening of the submitted documents, the company name will be registered with the CIPA, and the Registrar will then draw up the Company Registration certificate, to be issued to the applicant.
If the registration is approved, you will receive the Registration Certificate between 2- 3 weeks (21 days).
While collecting the certificate the applicant will be required to produce an 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 Company Name.

The process begins with the applicant, carrying out a name search and reservation to obtain the company name. Search for names can be done online through the CIPA Website, clicking on the “Search Company” option located on the menu bar.
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.
If you do not have an account or click on the “Create a profile” option located on the menu bar, to create your account.
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.
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
Enter the required contact details and location information and click on the “Next” button to go to the review page.
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.
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.
Go to your dashboard and click on the “Start a Business” hyperlink and select “Reserve a Company Name” under Company, to go to the Details of Name Reservation Page.
Complete the rest of the required information and click on the “Submit” button to go to the payment page.
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 the “Pay Now” or “Pay Later” button.
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.
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 company 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.

Upon confirmation that the proposed company name is available, the company registration forms should be collected and completed. These forms are available at the CIPA offices or download via the CIPA website.
To download the form, visit the CIPA website, under the “Start a Business” option, select “Register a Company”, this will navigate you to the login page, log in to your CIPA account.
Complete the company registration forms and get the declaration of compliance of statutory requirements signed by the company representative for incorporation before a Commissioner of Oaths.
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.
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 the “Pay Now” or “Pay Later” button.
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.
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 Company Registration Certificate

After processing, a notice of the decision (Approval, Deferral, or Rejection) for the application will be communicated to the client via the registered email.
If the registration is approved, applicants will receive the Certificate of Registration between 2- 3 weeks (21 days) via email.
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.

Required DocumentsEdit

Company Registration application forms
- Form 2 and Form 3 for a company limited by shares;
- Form 2A and Form 3 for a closed company;
- Form 2B and Form 3 for a company limited by guarantee;
- Form 3 (declaration) to be filled by a qualified Company Secretary recognized by the Act or a Director/member of a company;
Certified copies of identity documents for the proposed directors and shareholders and a practicing certificate for the Business/Company Secretary.
Company 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 & ContactsEdit

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

EligibilityEdit

Citizens and non-citizens can are eligible to make the application.
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.

FeesEdit

Company name search is free of charge.
Company name reservation fee of BWP 20.00
Company name registration fee BWP 350.00.

ValidityEdit

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

Documents to UseEdit

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Sample DocumentsEdit

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Processing TimeEdit

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

InstructionsEdit

Important Notes:
Every Business/Company name submitted is not always accepted for registration or approval. For a name to be accepted for registration, it must not

Appear misleading or confusing regarding the intended nature of the company/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 the written consent of the trademark owner.

Required InformationEdit

Proposed names for company name search and reservation Type of company
Target start of the company
Targets accounting period
Number of employees at the start of the company
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 DocumentEdit

Registration of a company is important because it gives you exclusive rights to the use of the registered company name and it also gives it recognition as a legal entity as required by Botswana law.
A Company Registration Certificate is a legal document proving the legal formation of a company in Botswana.
The certificate is required for the smooth operation of any company in Botswana.

Information which might helpEdit

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External LinksEdit

Companies and Intellectual Property Authority (CIPA)

OthersEdit

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