Source-cited draft: company formation & entity choice for Botswana (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
Source-cited draft.Written from sources but not reviewed by a licensed practitioner, so it may be incomplete or wrong. General reference only; don't file or take a position on it without professional review.
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Every figure is drawn from this Tax Guide and cited to its source.
Private company (Pty) Ltd
Limited by shares; max 25 shareholders; minimum 1 directorCompanies Act, 2003 (Cap. 42:01) — https://www.cipa.co.bw/types-of-entities
Public company
May offer shares to the public; higher disclosure and governance requirementsCompanies Act, 2003 (Cap. 42:01) — https://www.cipa.co.bw/types-of-entities
Business name / sole proprietorship
Registered business name for an individual trader; not a separate legal entityRegistration of Business Names Act — https://www.cipa.co.bw/types-of-entities
External (foreign) company / branch
A foreign company carrying on business in Botswana registers as an external company with CIPACompanies Act, 2003 (Cap. 42:01) — https://www.cipa.co.bw/types-of-entities
Minimum share capital
No statutory minimum for a private companyCompanies Act, 2003 (Cap. 42:01) — https://www.cipa.co.bw/frequently-asked-questions
Name reservation
Reserve a unique company name via CIPA OBRS — reserved for 30 daysCompanies Act, 2003 (Cap. 42:01) — https://www.cipa.co.bw/selecting-and-reserving-an-entity-name
Name reservation fee
BWP 20 BWPCIPA Schedule of Fees — https://www.cipa.co.bw/wp-content/uploads/2019/10/fees-for-frequently-used-services.pdf
Company registration fee
BWP 360 BWPCIPA Schedule of Fees — https://www.cipa.co.bw/wp-content/uploads/2019/10/fees-for-frequently-used-services.pdf
Incorporation timeline
Name and application feedback typically within ~24 hours via OBRS; full incorporation commonly 1–3 weeksCIPA Online Business Registration System — https://www.cipa.co.bw/
CIPA annual return
Companies must file an annual return with CIPACompanies Act, 2003 (Cap. 42:01) — https://www.cipa.co.bw/frequently-asked-questions
Company constitution
All companies must adopt a formal constitution in the prescribed format; companies without one have 12 months to complyCompanies (Amendment) Act, 2025 — https://www.brimco.io/business/understanding-the-botswana-companies-act-amendment-act-of-2025/
Licensed company secretary
Company secretaries must be licensed by the Registrar, to be met within 24 months of the Act's commencementCompanies (Amendment) Act, 2025 — https://www.brimco.io/business/understanding-the-botswana-companies-act-amendment-act-of-2025/
Tax registration
Register with BURS for an income tax TIN and for VAT if turnover exceeds BWP 1,000,000 BWPIncome Tax Act (Cap. 52:01) / Value Added Tax Act (Cap. 50:03) — https://www.burs.org.bw/
Rendered from the canonical facts model. General reference only — confirm with a qualified professional before acting.
Entities are registered with the Companies and Intellectual Property Authority (CIPA) under the Companies Act. The most common vehicle for business is the private company limited by shares.
Botswana company law does not impose a statutory minimum share capital for a private company; shares may be issued at a nominal value set by the founders.
Incorporation is done through CIPA's Online Business Registration System (OBRS): reserve a name, file the incorporation documents, and receive a Certificate of Incorporation. Fees below are CIPA's published statutory fees.
Companies must keep a constitution, file annual returns with CIPA, and meet tax registration and filing obligations. The Companies (Amendment) Act, 2025 added new constitution and licensed-secretary requirements.
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Other Botswana computations in the OpenAccountants Tax Library.