COMPANIES: SUBSIDIARY LEGISLATION
INDEX TO SUBSIDIARY LEGISLATION
(section 528)
(1st June, 2007)
ARRANGEMENT OF REGULATIONS
REGULATION
1. Citation
2. Exempt private company
3. General requirements for documents
4. Reservation of names
5. Translations
S.I. 22, 2007,
S.I. 112, 2008,
S.I. 64, 2019.
These Regulations may be cited as the Companies Regulations.
A private company shall qualify as an exempt private company if—
(a) its total assets are less than P5,000,000 in the preceding financial year; and
(b) its annual turnover is less than P10,000,000 in the preceding financial year;
3. General requirements for documents
(1) Subject to the Electronic Communications and Transactions Act (Cap. 43:12), where a document is required to be signed, that requirement is met if the signature is an original signature, electronic signature, or a scanned document with signature.
(2) Documents can be scanned and uploaded as attachments to applications and notices delivered to the Registrar.
(1) The reservation of a name of a company that is to be registered or in respect of a proposed change of the name of an existing company, as the case may be, shall not entitle any person to use the reserved name before a certificate is issued by the Registrar.
(2) At the same time as the Registrar issues a notice reserving a name, the Registrar must advise the applicant in writing that the name shall not be used before a certificate is issued.
(1) A translation into the English language, of any documents evidencing incorporation of a company or an external or foreign company or of any instrument constituting or defining the constitution of a company or an external or foreign company, or any other document to be delivered to the Registrar for registration under the Act, shall be certified to be a correct translation by the person who made the translation if—
(a) the translation is made outside Botswana, before a person having authority to administer an oath; or
(b) the translation is made in Botswana, before an attorney admitted to practise in the High Court of Botswana or a Commissioner of Oaths.
(2) The Registrar may permit translations which are not certified in accordance with the requirements stated in subregulation (1) to be delivered to him or her on such conditions as he or she considers appropriate.
(3) For the purposes of this regulation, "certified" includes verification by the person who made the translation before any of the persons described in subregulation (1) in the manner, if any, prescribed by the law of the country where the translation is made for verification of documents.
(section 528)
(1st June, 2007)
ARRANGEMENT OF REGULATIONS
REGULATION
1. Citation
2. Fees payable under the Act
Schedule
S.I. 26, 2006,
S.I. 43, 2011,
S.I. 65, 2019.
These Regulations may be cited as the Companies (Fees) Regulations.
(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.
(2) The fees payable under the Act, to the Master in connection with the winding-up or judicial management of a company, shall be as set out in Table 2 contained in the Schedule.
(3) The fees payable under the Act, to the liquidator, shall be as set out in Table 3 contained in the Schedule.
SCHEDULE
TABLE 1
FEES PAYABLE TO THE REGISTRAR OF COMPANIES
(reg. 2(1))
Type of transaction | Online Fee | Walk-in Fee | Penalty Fee |
Application for Reservation of Company Name | P20 | P60 | None |
Application for Registration of a Private or Public Company | P360 | P900 | None |
Application for Registration of a Close Company | P360 | P900 | None |
Application for Registration of a Company Limited by Guarantee | P4,600 | P6,000 | None |
Registration of an External Company | P4,600 | P6,000 | Yes |
Application for Registration and Continuation of a Foreign Company in Botswana | P6,150 | P10,000 | None |
Registration of a Statutory Corporation as a Company | P10,000 | P15,000 | None |
Application to Change Name of Company (costs will cater for publication fees in newspapers and other mediums) | P1,000 | P1,500 | None |
Adoption/Alteration/Revocation of Constitution | P500 | P1,000 | Yes |
Notice of Change of Registered Office & Principal Place of Business | No Fee | P500 | Yes |
Notice of Principal Place of Business | No Fee | P500 | Yes |
Notice of place where Share Registers are kept | No Fee | P500 | Yes |
Notice of place where Accounting Records are kept | No Fee | P500 | Yes |
Notice of Change of Directors | No Fee | P500 | Yes |
Notice of Change of Secretary | No Fee | P500 | Yes |
Change of Particulars of a Company Limited by Guarantee | P1,000 | P1,500 | Yes |
Subdivision or Consolidation of Shares | No Fee | P500 | Yes |
Liquidation Documents (e.g. Appointment of Liquidator, Court Orders, Liquidator Reports) | No Fee | P500 | None |
Notice of Appointment or Re-Appointment of an Auditor on behalf of the Company by the Registrar | P1,000 | P2,000 | Yes |
Particulars of Auditors | P500 | P2,000 | Yes |
Notice of Issue or Reduction of Shares | No Fee | P500 | Yes |
Notice of call on shares | No Fee | P500 | Yes |
Notice of Acquisition of Own Shares | No Fee | P500 | Yes |
Notice of Transfer of Shares | No Fee | P500 | Yes |
Amendment to Shareholders Details of a Private Company | No Fee | P500 | None |
Return of Alteration of Particulars of External Company | P1,000 | P1,500 | Yes |
Change of Particulars of a Close Company | P1,000 | P1,500 | Yes |
Appointment of an Accounting Officer | No Fee | P500 | Yes |
Amalgamation (up to three companies) | P3,000 | P5,000 | None |
For every additional amalgamating company, above three companies | P1,000 | P2,000 | None |
Application for Conversion of a Private Company into a Close Company | P1,500 | P2,000 | None |
Application for Conversion of a Close Company into a Private Company | P1,500 | P2,000 | None |
Application for Conversion of a Public Company into a Private Company | P1,500 | P2,000 | None |
Application for Conversion of a Private Company into a Public Company | P1,500 | P2,000 | None |
Application for Conversion of a Private/Public Company into a Company Limited by Guarantee | P5,000 | P7,500 | None |
Submission of Company Prospectus/Programme Memorandum | P7,500 | P10,000 | Yes |
Submission of Supplementary Prospectus/ Programme Memorandum | P5,000 | P7,500 | Yes |
Compromise | P5,000 | P7,500 | Yes |
Application to Restore Company to Register | P2,000 | P3,000 | None |
Application to Restore Company due to failure to Re-register/Already de-registered | P5,000 | P10,000 | None |
Statement of Particulars of Charges | P300 | P400 | Yes |
Financial Statements/Annual Report | P5,000 | P6,000 | Yes |
Application for the Registrar's approval or consent where there is no other fee prescribed | P300 | P500 | None |
Annual Return for a Private or Public Company | P500 | P1,000 | Yes |
Annual Return for Close Company | P500 | P1,000 | Yes |
Annual Return for Company Limited by Guarantee | P500 | P1,000 | Yes |
Annual Return for an External Company | P500 | P1,000 | Yes |
Annual Return for a Foreign Company | P500 | P1,000 | Yes |
Request to Remove Company from Register | P300 | P500 | None |
Notice of Cessation of Business in Botswana by an External Company | P300 | P500 | Yes |
Application to Remove a Company from register where it has transferred incorporation to another country | P6,000 | P7,000 | None |
Request for search from old company file* | n/a** | P150*** | None |
Copy of extract from old company file* | n/a** | P200*** | None |
Certification of a copy of or extract from the document where a photocopy is made by the Registrar | n/a** | P250*** | None |
Certificate/Extract of a document from the online system | n/a** | P100*** | None |
For the delivery of any document after the time specified in the Act in respect of that document; | |||
(a) Where delivered not later than 10 days after the prescribed time | A penalty fee equivalent to the Online filling fee and where there is no online fee, the walk-in fee shall apply. | A penalty fee equivalent to the walk-in filling fee | n/a |
(b) Where delivered more than 10 days after the prescribed time | A penalty fee equivalent to the Online filling fee and where there is no online fee, the walk-in fee plus P5.00 a day shall apply. | A penalty fee equivalent to the walk-in filling fee plus P5.00 a day shall apply. | n/a |
** online search free
*** The fees shall effect after the lapse of the Re-registration period.
TABLE 2
FEES PAYABLE TO THE MASTER OF THE HIGH COURT IN CONNECTION WITH WINDING-UP OR JUDICIAL MANAGEMENT OF A COMPANY
(reg. 2(2))
This section of the article is only available for our subscribers. Please click here to subscribe to a subscription plan to view this part of the article.