Annual return penalties Botswana: CIPA late fees, removal and BURS penalties

Sources: CIPA annual returns page and FAQ; Companies Act, Cap. 42:01, ss.217 and 493; Tax Administration Act, 2026. Last checked: 27 October 2026.

Annual return penalties Botswana: the CIPA rules

The Companies Act (Cap. 42:01) governs annual returns and the consequences of missing them. All companies registered in Botswana must file an annual return every year in their original month of incorporation (Companies (Amendment) Act 2018, s.217), with exceptions for companies incorporated in January or December (s.217(4)). Filing is a basic CIPA compliance step that confirms the company still exists (what compliance means). A company need not file in the calendar year it was registered. CIPA states that the penalty for not filing is removal from the register.

CIPA document	Late fee	Removal	Restoration
Annual Returns FAQ	P500 if filed from the 1st to the 10th of the following month	From the 11th day	P2,500
Fee schedule	Level 1 penalty P500; level 2 penalty P500 plus P5 per calendar day	Not stated	P2,000 plus one P500 annual return fee (P2,500)

The standard filing fee for a registered private company’s annual return is P500, paid online through OBRS. The FAQ’s P500 late penalty matches the schedule’s first penalty level, and the FAQ’s P2,500 restoration figure is the schedule’s P2,000 plus one P500 annual return fee. The schedule also lists a second level of P500 plus P5 per calendar day, so confirm the total on the OBRS payment screen before you pay.

Annual return requirements differ by entity type. CIPA publishes separate annual return forms for public or private companies, close companies, companies limited by guarantee and external companies. Business names do not file annual returns: CIPA’s FAQ says they renew every three years in the original month of registration.

What happens if a company does not file an annual return for 2 years?

A company that misses two annual return filings is likely to be removed from the register, and a removed company cannot lawfully trade until restored. Under section 217(5), every director or secretary also commits an offence, with a fine of up to P20,000 (s.493(2)). The Companies (Amendment) Act 2025 also lets the Registrar impose an administrative penalty of up to P500,000 for any other offence where the Act provides no administrative penalty (s.492(5)(ba)). The registrar may restore a company after a Gazette notice allowing 20 working days for objections, once missed returns and fees are paid; see how companies are struck off and restored.

BURS tax penalties

Tax return	Late filing penalty	Daily cap
Income tax	Greater of P100 a day or 10% of unpaid tax	P20,000
VAT	Greater of P50 a day or 10% of unpaid tax	P5,000
Other returns	P50 a day	P5,000

Late payment adds the greater of P50 a day or 10%, plus interest of 1.5% for each month or part month (a fixed interest rate set by regulation). The late payment penalty is waived for the first year after 1 July 2026; filing penalties and interest are not.

For monthly PAYE, employers must remit tax deducted from employees’ pay within 14 days after the end of each month, with a monthly remittance return. Employers with staff who fail to withhold or remit tax for employees pay the greater of P500 a day or 10% of the tax.

Key annual return deadlines for a Botswana company

Obligation	Deadline
CIPA annual return	Incorporation month, every year
PAYE and withholding tax	14 days after the end of each month
VAT return	28 days after each VAT tax period
Corporate tax instalments	Each quarter of the tax year
Corporate tax return	Four months after the end of the financial year

How to avoid annual return penalties

• File the annual return in the first week of the due month, so there is time to fix any filing problem.
• Pay by card; CIPA says deposits take 24 to 48 hours to clear.
• Ask BURS for an extension at least seven days before a tax deadline; an extension does not stop interest on unpaid tax.
• Submit monthly VAT and PAYE returns for employees even when no tax is due.
• Plan each financial year end early so the tax return and CIPA filing do not clash (financial year end explained).

A late annual return filing can also block tax clearance, tenders and licences. Good corporate governance means filing on time: Brimco’s corporate governance services can handle annual filings, and our company registration service sets new companies up correctly. For recent changes, read our Companies (Amendment) Act 2025 guide.

FAQs

What is the penalty for late filing an annual return?

CIPA’s FAQ sets a P500 late fee from the 1st to the 10th after the due month, then removal from the 11th.

What is the deadline for filing annual returns?

Every year in the company’s original month of incorporation, starting the year after it was registered. A company incorporated in January files in February, and one incorporated in December files in November (s.217(4)).

How to file CIPA annual return online?

Log in to OBRS, select the company, complete the annual return filing and pay the P500 fee.

What are the annual return fees for CIPA?

The standard fee for a private company’s annual return is P500. A late return adds the late fee shown in the CIPA table above.

Can I pay my CIPA annual return online?

Yes. File and pay the P500 fee through CIPA’s Online Business Registration System (OBRS) by card or deposit.

What tax changes apply in Botswana for 2026?

New Income Tax, VAT and Tax Administration Acts took effect on 1 July 2026, and the corporate tax rate rose to 24.5%.

General information, not legal or tax advice. Confirm current fees with CIPA and BURS.