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.
General reference only
This skill is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for your personal facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in the relevant jurisdiction.
Source-cited draft. This skill is source-cited but has not been reviewed by a licensed practitioner. It may be incomplete, outdated, or wrong.
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| Common entity types | 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. | |
| Private company (Pty) Ltd | Limited by shares; max 25 shareholders; minimum 1 directorCompanies Act, 2003 (Cap. 42:01) | |
| Public company | May offer shares to the public; higher disclosure and governance requirementsCompanies Act, 2003 (Cap. 42:01) | |
| Business name / sole proprietorship | Registered business name for an individual trader; not a separate legal entityRegistration of Business Names Act | |
| External (foreign) company / branch | A foreign company carrying on business in Botswana registers as an external company with CIPACompanies Act, 2003 (Cap. 42:01) | |
| Capital | 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. | |
| Minimum share capital | No statutory minimum for a private companyCompanies Act, 2003 (Cap. 42:01) |
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.
Other Botswana computations in the OpenAccountants library.
| Incorporation steps, cost and timeline | 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. |
| Name reservation | Reserve a unique company name via CIPA OBRS — reserved for 30 daysCompanies Act, 2003 (Cap. 42:01) |
| Name reservation fee | BWP 20CIPA Schedule of Fees |
| Company registration fee | BWP 360CIPA Schedule of Fees |
| Incorporation timeline | Name and application feedback typically within ~24 hours via OBRS; full incorporation commonly 1–3 weeksCIPA Online Business Registration System |
| Core annual compliance | 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. |
| CIPA annual return | Companies must file an annual return with CIPACompanies Act, 2003 (Cap. 42:01) |
| Company constitution | All companies must adopt a formal constitution in the prescribed format; companies without one have 12 months to complyCompanies (Amendment) Act, 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 |
| Tax registration | Register with BURS for an income tax TIN and for VAT if turnover exceeds BWP 1,000,000Income Tax Act (Cap. 52:01) / Value Added Tax Act (Cap. 50:03) |
Rendered from the facts database. General reference only — confirm with a qualified professional before acting.
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