Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Botswana region subsaharan africa income category upper middle income population 2,254,126 city covered gaborone 87 db rank db score 66. The namibian companies act, act 28 of 2004 the act contains a number of provisions that will directly impact all companies, directors and officers. Declaration of compliance of statutory requirements form 3. Subsidiary legislation index to subsidiary legislation botswana barbados double taxation avoidance agreement order botswana france double taxation avoidance agreement order botswana india double taxation avoidance agreement order botswana namibia double taxation accordance agreement order. Meaning of solvency test stated capital meaning of holding company and subsidiary definition of control certain matters to be disregarded. Information in this form must be either typed or handwritten in block letters. Obligation to lay group accounts before holding company 116. The companies act in this act referred to as the act is. Where there is insufficient space on the form to supply the information required, annexe a separate sheet in. Incorporated under the companies act in the republic of botswana.
Private companies need not keep interests register. Formation of a company nonresidents may hold shares in a botswana company. Section 162 of the act is amended in a subsection 3, by substituting for the words botswana institute of. Form stk 2 zip 635 kb form stk 2 zip 208 kb one person company application for conversion. Modified application with respect to nonprofit companies chapter 2 formation, administration and dissolution of companies part a reservation and registration of company names 11. Owned companies in botswana the following companies are wholly or majorityowned by a u. However, it is bound by its acts even if they are contrary to restrictions in its. Profit and loss account and balance sheet and financial year of holding company and subsidiary 1. Private called proprietary and public limited companies are two most common business entities used in botswana. Companies act 28 of 2004 gg 3362 brought into force on.
The companies act provides a simplified framework for the incorporation of companies and other legal entities like close corporations and imposes strict obligations on corporate governance. Prescribed forms 1 an application for a reservation of the name of a company in terms of section 32 2 of the act shall be in form 1 as set out in the schedule. The penalty for noncompliance to this provision of the act is removal of the company from the register. It administers the companies act 2001, the business registration act 2002, the insolvency act 2009,the limited partnerships act 2011 and the foundations act 2012. Recovery of consideration if any money or valuable consideration has been paid in the course of a controlled transaction that becomes void by virtue of section 31, or under any agreement that becomes. Short title this act may be cited as the employment act. Payment of a filing fee, subject to a credit for any amount previously paid to reserve the companys name. Companies act 1997 form 1 section 1a application for registration of a company note.
Companies form 2 application for incorporation as a private company limited by shares section 6 note. The corporate and business registration department has the following main functions. Companies act, 2011 lesotho legal information institute. Application for incorporation as a private company limited by shares section 6 note. Companies act 1993 no 105 as at 12 november 2018, public. Registration is the most commonly used means of forming a company and virtually the only method now used to form a. Form 2 consent and certificate of director or directors of.
Fees payable under the act 1 the fees payable to the registrar, in terms of section 522 of the act, shall be as set out in table 1 contained in the schedule. Note 4 at the end of this reprint provides a list of the amendments incorporated. The privatised public utilities have been incorporated as registered companies. In case of a business, name registration form rbn 2 should be completed and submitted with a copy of the applicants identity document and p150.
Application form for shares to be attached to prospectus. Form 2 consent and certificate of director or directors. Two shareholders are required and one may be a nominee for the other. Of an amount equal to the fee for name reservation, if the company elects to be known by its registration number alone. Nominal amount amount paid or due and payable on allotment class of. A company is able to buy back its shares or finance a person to buy its own share or reduce the shares, so long as solvency tests are performed and directors. Arrangement of sections chapter 1 interpretation and application of act 1 definitions 2 general application of act 3 application of act restricted chapter 2 administration of act part 1. Corporate and business registration department home. Aon corporation chicago, il aon botswana is the largest insurance brokerage firm in the country with more than 100 employees. An act to consolidate and amend the laws in force in zimbabwe relating to the constitution, in corporation, registration, management, administration and winding up of companies and other associations, and for other purposes incidental thereto. General provisions as to contents and form of accounts 114. Please ensure that you are not disqualified from being a director of this company before signing this consent form. New zealand companies office ministry of business innovation and employment subject. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, malaysia, new zealand, south africa and the united kingdom in relation to company law.
Supplement a botswana government gazette dated 10th september, 2004 companies act, 2003 no. Form of acknowledgement the acknowledgement to be provided by the commissioner in respect of any money. It should be noted that reservations businesscompany names are only valid for 30 days and only valid reservations are accepted for businesscompany registrations. This application is for a private company with share capital section 17. Introduction the new companies act commenced on the 3rd july 2007. Limited liability company registration form form 2. Form 2 consent and certificate of director or directors of proposed company author. Botswana institute of chartered accountants bica legal practitioner botswana association of company secretaries bacs association of business consultants of botswana abcb other please specify i consent to act as a secretary of the above proposed company and certify that i am not disqualified from being appointed as a secretary of a company. The office is the sole place where one may obtain information about these entities. For guidance, the developers looked to south african company law for the 21st century. Signed by the president as amended by act to provide for. Company secretary should submit statutory forms to the registrar, take. General application of act except as otherwise expressly provided in this act, the provisions of this act.
Under the workers compensation act, companies must provide their employees with. It may not have more than 50 shareholders section 16. In this act, unless the context otherwise requires. Liquidator to give security, and to choose a domicilium within botswana. This was reported by the minister of health and wellness dr lemogang kwape during the extra ordinary meeting of parliament on the covid19 pandemic. It has the capacity to enter any business, unless restricted by its articles section 22. As are common with private limited companies, their shares cant be freely transferred and such companies may not seek funds publicly. The act provides the minister of trade and industry with as stated above, the act requires public companies and. Solvency solvency is a corner stone of the botswana companies act. This application must be accompanied by a copy of the notice issued by the registrar confirming reservation of. An act to provide for the imposition of a value added tax, its administration and matters incidental thereto. Restricted application of act in case of insurance companies 5. Nov 12, 2018 changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint.
Changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint. Provisions which apply to a company limited by guarantee. Modified application with respect to stateowned companies 10. Consent and certificate of director or directors of proposed company. The ultimate goal in repealing the companies act, no. Doing business the project, launched in 2002, looks at domestic small and mediumsize companies and measures the regulations applying to them through their life cycle. An application under section 20 2 of the act to vary an order made thereunder as to the distribution of compensation shall be in the form set out in the sixth schedule. Information on the most common form is obtained from incorporation lawyers or the. Companies amendment act 9 of 2007 act to provide for the incorporation, management and liquidation of companies. Registrar of companies part ii incorporation of companies and matters incidental thereto. In addition, the regulations, which provide for both activity and size criteria to determine whether or not companies require audited financial statements, require any company. Payment of a filing fee, unless it is the first such filing by a preexisting company, as contemplated in schedule 5, item 42. The companies act audit requirement and other matters. General provisions as to contents and form of accounts.
Applications for registration or exemption from registration of societies 7. Companies act, unless the majority of all classes of shares in such company are beneficially owned by individuals who are citizens of botswana. Meaning of holding company and subsidiary 1 in this section and in sections 7 and 8, the expression company includes a corporation. These regulations may be cited as the companies forms regulations. This form must be accompanied by the consent to act as shareholders, directors, auditors, company secretary and registered. This was reported by the minister of health and wellness dr lemogang kwape during the extra ordinary meeting of. It is modern and incorporates fundamental changes in the concept and style of running of a company. The companies act was introduced in parliament during 2008 and published for general. Form 2 consent and certificate of director or directors of proposed company keywords. Company and business name registration go botswana. Superiority ofact part ii incorporation and registration of companies 6.
Commissioner general has the same meaning assigned to it in the botswana unified revenue service act. An act to consolidate and amend the laws in force in zimbabwe relating to the constitution, i n corporation, registration, management, administration and winding up of companies and other associations, and for other purposes incidental thereto. Application by company to roc for removing its name from register of companies. Solvency is a corner stone of the botswana companies act. An act to repeal and replace the employment act in order to amend the law relating to employment, to make comprehensive provision therefor and to provide for matters incidental thereto and connected therewith. Companies act 1997 form 22 section 2151 annual return company number. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament.
A company is able to buy back its shares or finance a person to buy its own share or reduce the shares, so long as solvency tests are performed and directors record their opinion that the company is solvent before making such decisions. All first filing of memorandum of incorporations by preexisting companies within 2 years from effective date of the act, will be exempt from the filing fee. Meaning of holding company, subsidiary and wholly owned subsidiary 115. Bw pct applicants guide national phase national chapter bw page 3. This act may be cited as the companies act chapter 24. Alterations of articles increasing liability to contribute to share capital. A cooperative company may, with the permission of the minister, and subject to such conditions as he may from time to time impose, form one or more subsidiary cooperative companies or acquire one or more co operative companies as its subsidiary cooperative companies. This form must be accompanied by the consent to act as shareholders, directors, auditors, company secretary and registered officers, along with copies of their national ids or passports. Companies and intellectual property authority cipa botswana bw summary of requirements for. This act is administered by the ministry of business, innovation, and employment. Act, the water act and the mineral rights in tribal territories act includes any interest in land and anything which is either arti ficially or naturally attached to the land and which, by operation of the common law, accedes to it. Short title this act may be cited as the value added tax act. Form ndh 2 zip 777 kb form ndh 2 zip 464 kb approval services registrar of companies e form with instruction kit.
Owned companies in botswana registered, and have offices. Form 2 consent and certificate of director or directors of proposed company created date. Interpretation in this act, unless the context otherwise requires. Pursuant to section 217 of the companies amendment act 2018, all registered companies are required to submit company returns annually on their original month of incorporation.
671 16 1509 518 1096 490 1310 1267 1153 439 1508 1409 171 474 1303 155 662 1392 1098 121 955 569 36 1488 197 335 595 925 596 260 76 865 1013