The Companies (Amendment) Act, 2025 has introduced several significant changes to Botswana’s corporate landscape. These amendments are aimed at enhancing transparency, corporate governance, and regulatory oversight in line with the requirements of the Financial Intelligence Act. A summary of the key changes that businesses and stakeholders should be aware of are detailed below together with new procedures introduced by the Companies and Intellectual Property Authority (“CIPA”):

1. Introduction of Nominee Directors and Shareholders -Section 2

The Act now recognizes nominee directors and nominee shareholders. A nominee director acts on behalf of a nominator and is not a beneficial owner of a company. Similarly, a nominee shareholder holds shares and votes per the nominator’s instructions without being a beneficial owner.

2. Nominee Disclosure Requirements- Section 329A

Nominee directors and shareholders must disclose their status and the identity of their nominators to both the company and the Registrar. This information must be provided at company registration and updated within 10 working days of any change. Failure to comply will result in penalties as set out in section 492 of the Act

3. Information Exchange with Foreign Authorities- Section 14A

The Registrar now has the authority to share corporate registry information with foreign company registries and competent authorities. This includes:

• Basic company details
• Beneficial ownership information
• Nominator and nominee details
• Any other relevant corporate information

4. Mandatory Constitution Submission- Section 37

Companies that previously operated without their own constitution must now adopt a dedicated constitution and file this with the Registrar within 12 months (by 20th March 2026). This will apply to all new registrations as well as all existing companies. The CIPA fee for filing remains P500. Constitution templates have been provided on the CIPA website for different types of companies for guidance.

5. Introduction of Controllers

Controllers are identified with reference to the following clause in the template constitutions:

“The powers exercised in the company shall be under the ultimate effective control of the Board, each Director and each member, and ultimately the beneficial owners who exercise ultimate effective control in the company or hold a senior managing position.”

Each natural person deemed to be a Controller is required to complete a Controllers form which must be annexed to the new constitution. An example can be seen in the context of a bank, where the Chief Financial Officer (CFO) may exert control over the company due to their senior management position. While the CFO may not be a beneficial owner or a director, they would still qualify as a controller by virtue of the authority and influence associated with their role in the company.

6. Minimum Director Requirements- Section 145

Companies must, as a minimum, have at least:

• 2 directors for public companies
• 1 director for private companies (excluding close companies)
• 1 director for companies limited by guarantee
• 1 person authorised to accept service for foreign companies (external companies registered with CIPA and operating as a branch in Botswana); and
• All such persons must be ordinarily resident in Botswana.

7. Beneficial Ownership Record-Keeping- Section 186A

Companies must maintain up-to-date records of all beneficial owners, including those of shareholder companies registered outside Botswana.

8. Timely Updates on Legal Person Information- Section 186A

Any changes in a company’s legal information, including beneficial ownership, must be reported to the Registrar within 10 days of such change. Failure to do so constitutes an offence and carries penalties as set out in section 492 of the Act.

9. Redefinition of a Substantial Shareholder- Section 329

A substantial shareholder is now defined as any person holding at least 10% of the issued securities of a company.

10. Restrictions on Reuse of Removed Company Names- Section 331A

If a company is removed from the register, its name cannot be used for registration or public purposes for five years. Additionally, no new company can be registered under an identical name.

11. Penalties for Trading After Removal from the Register- Section 336A

Companies that continue to trade after being removed from the register will face penalties as set out in section 492 and 493 of the Act.

12. Limitations on Company Restoration- Section 341 (4)(a)(b)

A company removed from the register for over five years cannot be restored. Furthermore, if the Registrar receives an objection within the restoration notice period, restoration will not be granted.

13. Restoration Process for Annual Return Defaulters- Section 341 (6A)

Companies removed due to failure to file an annual return will be reinstated within seven days of making the required payment.

14. New Administrative Penalty for Non-Compliance- Section 492

The Registrar can impose an administrative penalty of up to P500,000 for any violations where specific penalties are not outlined in the Act.

15. Financial Statement Filing for Exempt Private Companies- Section 209 (1A)

The Act requires all companies to file financial statements. It is now a requirement for exempt companies to file the financials in a prescribed form This has not yet come to effect as we await CIPA to finalise the process. There is no filing fee for submission of financial statements for exempt companies.

16. Financial Statement Filing for Non-Exempt Private Companies -Section 209(3)(c)

A directive was issued by CIPA in August 2022 advising that all non-exempt private companies would be required to file their audited financial statements. This requirement is now included in the Amendment Act in section 209(3)(c). Non-exempt private companies are required to file their audited financials and submit same to CIPA within 7 (seven) months of the balance sheet date. The filing fee for submission of financial statements to CIPA remains P5,000.00.

17. Beneficial Ownership Declaration
    • The definition of a beneficial owner under the Companies (Amendment) Act aligns with the meaning provided in the Financial Intelligence Act of Botswana. This ensures consistency in the identification and disclosure of natural persons that ultimately own or control a legal entity.

• According to the Financial Intelligence Act of Botswana, a beneficial owner is defined as:

“any natural person who ultimately owns or controls a customer or a natural person on whose behalf a transaction is being conducted, including a natural person who exercises ultimate effective control over a legal person or arrangement, such that:

In relation to a legal person:-

• Is a natural person who either directly or indirectly holds at least 10 percentage of shares, voting rights or other ownership interest;
• Is a person who holds the position of senior managing official where no natural person was identified as a beneficial owner.
• All new and existing companies must declare persons having control or ownership over the company and such information will be publicly available. Please note that a beneficial owner must be a natural person. In addition to providing the personal details of beneficial owners, the nature of their interest in the company must be declared. This information is to be provided to CIPA prior to the submission of the annual return.
• The Beneficial Owner Consent Form (for proposed/ new companies and existing companies) is to be completed and signed by the beneficial owner or beneficial owners.

The beneficial owner information should be provided to the Registrar within 10 (Ten) days of any changes. Failure to comply is an offence punishable under the Act.

18. Watchlist

A new feature has been introduced on CIPA’s public portal (“OBRS”- https://www.cipa.co.bw/) to allow users to monitor any company in which they have an interest. Users can add companies to their watchlist and select specific activities for which they want to receive notifications, such as changes in addresses or contact details. Notifications will be sent from OBRS when changes are made to any company that has been placed on a watchlist. This service is provided by CIPA without charge.

Sections of the Act awaiting Ministerial confirmation for commencement

19. Company Secretary Licensing and Qualifications- Section 161 & Section 162

Only individuals licensed by the Registrar and meeting qualifications under Section 162 of the Act can serve as company secretaries. Previously, a company secretary only needed to meet the qualification requirements set out in the Act.

Companies (Forms) (Amendment) Regulations, 2025

The following new Forms have been introduced.

1. Constitution Template Private Company Limited by Shares– Refer to s37
2. Constitution Template Public Company Limited by Shares– Refer to s37
3. Constitution Template Close Company– Refer to s37
4. Constitution Template Company Limited by Guarantee– Refer to s37
5. Controllers Form– to be completed by persons who have effective control over the company i.e. those actively involved in the decision making of the company
6. Nominator Consent Form– to be completed by any person who would like to appoint a nominee director or nominee shareholder.
7. Consent Form of a beneficial owner of a proposed company– to be completed by persons holding at least 10% shareholding or voting rights in the company during the registration of a new company..
8. Consent Form of a beneficial owner of an existing company– to be completed by persons holding at least 10% shareholding or voting rights in the company

We encourage companies to familiarize themselves with these changes and ensure compliance to avoid penalties and operational disruptions. If you need assistance in understanding how these amendments affect your business please get in touch with our company secretarial department today on +267 3952474 or cosec@dss.co.bw.

Download this article as a PDF here: Understanding the recent amendments to the Botswana Companies Act