Frequently Asked Questions (FAQs)
A beneficial owner of a company is defined in terms of the Companies (Amendment) Act 2018 as “any natural person who directly or indirectly through any contact, arrangement, understanding, relationship or otherwise, is the ultimate beneficiary of a share or other securities in a company.” In layman’s terms, a beneficial owner of a company enjoys the benefits or proceeds of a company or controls a company without being on record as the official owner. All companies are required by law to provide this information to CIPA when registering or re-registering, and failure to do so is an offence which may attract a fine or jail term.
The Online system will be integrated with BURS, PPADB and the National Registration Office (Omang) to bring about efficiency in the ease of doing business space. Integration with Omang will commence in July 2019, enabling the public to submit applications without uploading their Omang documents. The system will remain open for integration with other stakeholders in future.
The payment gateway is highly secure. Credit/debit card details are protected with a high level of encryption when transmitted through our payment gateaway. CIPA does not in any way store credit/debit card details.
The Companies and Business Names registers are public registers. Anyone can search for a company or business name and view their information online. However, private information such as identity numbers, cellphones numbers, email addresses and beneficial ownership details will be hidden from the public.
Payment can be made by credit or debit cards. Customers using mobile money services can use the cards provided by their mobile provider. Clients that do not have either bank cards or mobile money can deposit money in a deposit account at any CIPA office or at any First National Bank branch.
CIPA offices across the country will remain open to applications submitted in three ways:
i) Directly Online;
ii) Self-service Kiosks (Helpdesks);
and iii) Walk-ins.
Note further that Walk-ins and Kiosks will cater for those who may not have internet access but are desirous of submitting their applications. They will be subjected to a higher fee.
In case of a company that owns property, what happens to that property where such company has been deregistered?
In terms of section 337 of the Companies Act, property that immediately before the removal of a company from the register of companies, had not been distributed or disclaimed shall vest in the Consolidated Fund with effect from the removal of the company from the register. TheRegistrar is obligated by this section to notify the Minister of Finance and to give public notice of the vesting, together with names and particulars of the affected company, upon being made aware of such a property held under the company. Wherethe property is vested in the Consolidated Fund, any one entitled to claim and/or benefit from such property may apply to court for remedy to either claim back said property or for compensation from the Consolidated Fund.
Would deregistering a company not deny claimants the right to sue such a company for any claim that arose before it was deregistered, given that such a company is no longer in existence?
The owner of a deregistered company cannot be absolved from the liabilities and claims made against a deregistered company, therefore claims made against a deregistered company may be made against the directors of the company.
All existing companies that have failed to re-register will be de-registered in accordance with section 5 of the Companies Reregistration Act. The effect of de-registration is that the company will be removed from the register of companies. The company will cease to exist as a legal entity until such time that an application for its restoration is made.
All companies that were active on the Companies Register prior to 3rd June 2019 will be able to re-register on the new system. Upon re-registration, companies will be exempted from outstanding annual returns, and will start on a clean slate. Please note however, that on the OBRS, companies should submit annual returns on their incorporation month or else face de-registration and stiff restoration fees.
If a company has failed to re-register can it still utilize its name? Will the company names be protected to allow owners to use them on restoration?
Only existing companies are allowed to re-register and once a company is de-registered it loses its legal status and is no longer recognised under the Companies Act. The company name will not be protected under the Companies Act therefore the name shall immediately go into the public domain and therefore remain available for use.
On the Online System, we will no longer have dormant companies. All companies that had been declared dormant on the old system will be required to re-register and pay annual returns from 2020.
The Companies Act does not recognise the concept of shelf companies which is a private business practice to generate income by Consultants. All existing companies are expected to reregister.
A company secretary operating in Botswana must demonstrate through a practicing license to be one of the following:
- A legal practitioner
- A member of the Botswana Institute of Accountants
- A member of the Southern African Institute of Chartered Secretaries and Administrators
- A member of the Association of Business Consultants of Botswana
- A member of the Botswana Association of Company Secretaries
Every company is required to appoint a Company Secretary within three months of incorporation except for Close Companies which are required to appoint Accounting Officers. A Company Secretary has the responsibility of ensuring that the company fully complies with the provisions of the Companies Act. The secretary is obliged to submit changes of name, alterations of the constitution, ensure submission of notices, ensure compliance to annual returns; complete transfers of shares, issue share certificate and keep the share register. Other duties of a company secretary are to:
- Be responsible to the Board of the company for preparation of all post incorporation notices including annual returns and changes.
- Be responsible to the Board of the company for issuing all notices of meetings and respond to all enquiries in relation to notices of meetings.
- Maintain a register of shareholders, directors and secretaries.
- Ensure together with the directors, that the company keeps accounting records.
- Maintain an adequate system of record keeping.
Yes, it is possible for an individual to register a company without engaging a company secretary, however, please note that the Companies Act requires that all Companies should appoint a secretary within three months of incorporation. Failure to do so is non-compliance, which may lead to a company being deregistered.
The Companies Act requires all companies to appoint a company secretary within three months of incorporation, therefore all existing companies should provide the details of their company secretary when re-registering.
The reregistration period will be 12 months from June 2019, with an option to extend for another 12 months at the discretion of the Minister
Companies are required to come forward and validate existing data and provide their latest corporate information. This is intended to bring about integrity in the database. The re-registration is mandatory and at the end of the re-registration period, any companies and business names that would have not re-registered will be de-registered.
Yes, the OBRS shall greatly improve the turnaround time for registration of companies and business names. Through the OBRS the three company procedures have been collapsed into one process, namely Company registration. The turnaround time for this process will be one (1) day.