Companies Amendment Act 2025 Botswana: what changed for small companies

This article is for owners and directors of a small Botswana private company who must act on the Companies (Amendment) Act, 2025. It requires a filed constitution, a resident director, beneficial-owner updates within 10 days, filed accounts for exempt private companies and a licensed company secretary. Missing them can bring offences, and the new section 492(5)(ba) lets the Registrar impose an administrative penalty of up to P500 000 for any other offence where the Act provides no administrative penalty. This guide takes each change section by section and says what to do.

The law: Companies (Amendment) Act, 2025 (Act 3 of 2025), amending the Companies Act (Cap. 42:01). The body: Companies and Intellectual Property Authority (CIPA), the registrar for company registration in Botswana. In force: 24 January 2025, the date of assent and of commencement printed on the Act published by CIPA. Last checked: 21 October 2026

Companies Amendment Act 2025 Botswana: 20 short sections in force from 24 January 2025

The Act has 20 sections. Sections 2 to 19 each amend or insert one provision of the principal Act, and section 20 replaces the schedules that hold the model constitutions. The National Assembly passed it on 19 December 2024 and the printed Act gives 24 January 2025 as the date of assent.

Section 1 says the Act starts on a date the Minister appoints by Order in the Gazette, and the printed Act on CIPA’s website gives 24 January 2025 as the date of commencement. CIPA is applying the constitution requirement, with the filing deadline extended to 30 September 2026.

That list does not include sections 4, 9 and 14, which carry the constitution deadline, the secretary licence and the nominee disclosure rule. CIPA treats the constitution duty as running, as the next section shows. Ask CIPA to confirm the status of the other two before relying on a date.

A company that had no constitution must file one, and the Companies and Intellectual Property Authority has moved the deadline

Before the Act, section 37 of the Companies Act said a company “may, but does not need to” have a constitution. Section 4 of the Amendment Act replaces section 37(2).

A company that was not required to have a constitution must now submit one in the First Schedule manner. The time allowed is 12 months from commencement, or a longer period the Minister sets by Order.

CIPA’s website says all companies are now required to have a constitution, new and existing. It says the six-month extension runs from 16 March 2026 to 30 September 2026, on top of the 12 months first given. The submission fee is P500 for all company types, and a template sits in CIPA’s Information Centre.

That date has passed as at 21 October 2026, and CIPA’s pages still carried the notice on the day we read them. A company that has not filed should ask CIPA where it stands.

The new First Schedule gives a model constitution for a company limited by shares and another for a close company. Each is a guide that may be altered to suit the company. A controller clause and a Controller’s Form (Annexure II) record the natural persons with ultimate effective control, one form for each controller.

At least one director must be ordinarily resident in Botswana

Section 7 of the Amendment Act substitutes a new section 145. A company must have at least two directors if it is public, and one if it is a private company other than a close company, a foreign company or a company limited by guarantee. The text ends “ordinarily resident in Botswana”.

The old section 145 covered public and private ones other than close companies. The new text adds foreign companies and companies limited by guarantee. For a small private company the rule is the same one as before: one resident director, and a close company is outside the section. Foreign investors who set up a Botswana company still need that resident director for compliance. Under section 127 of the principal Act, the business and affairs of a company are managed by, or under the direction or supervision of, its board of directors.

Beneficial ownership information now carries a 10 day clock

Section 11 inserts section 186A. A company must maintain an up to date record of all beneficial owner information, including that of a shareholder company registered outside Botswana. It must update the record and notify the Registrar within 10 days of a change in a legal person’s information, apart from changes the amendment already provides for.

Subsection (3) says anyone required to give the Registrar information must do so within 10 days of being required. Subsection (4) makes a company that fails to comply guilty of an offence, with the penalty set in section 492. Section 10 of the Amendment Act deletes section 186(2), which let the Registrar approve shorter record-keeping periods.

Worked example. A private company records a change in its beneficial owner information on Monday 2 November 2026. It updates its own record and notifies the Registrar by Thursday 12 November 2026, 10 days after the change.

CIPA’s beneficial owner page quotes the definition as any natural person who, directly or indirectly, is the ultimate beneficiary of a share or other securities in a company. In practice that means the individual who ultimately owns or controls the legal entity. CIPA’s pages also say only individuals can be beneficial owners: a beneficial owner must be a natural person, and that where a company or trust holds the interest, the person with ultimate control behind it must be identified.

Beneficial ownership and nominees: who instructs them must be disclosed

Section 2 of the Amendment Act defines “nominee”, “nominator”, “nominee director” and “nominee shareholder”. A nominee director or nominee shareholder “is never a beneficial owner” on that basis. Section 14 substitutes section 329A, so a nominee must disclose that status and the identity of the nominator to the Registrar and the company.

A change of nominator must be notified to the Registrar within 10 working days. The nominee must also make the nominator’s identity available to a competent authority on request. Failing to comply is an offence with the penalty in sections 492 and 493(2).

Financial reporting: an exempt private company must file financial statements

Section 12 inserts section 209(1A): an exempt private company shall file financial statements in a form to be prescribed. It also replaces section 209(3), which now covers public companies, companies in which a public company holds more than 25 per cent, non-exempt private companies, and companies another law requires to file.

Section 2(3) of the Companies Act defines an exempt private company by total assets and turnover below amounts set in Regulations, with no company among its shareholders. We did not open the Regulations, so the amounts are not given here.

Company secretary change: a company secretary must be licensed by the Registrar

Section 9 replaces section 161(2). The earlier text required a consent in the prescribed form and the qualifications in section 162. The new text requires that a person has “been licensed by the Registrar in a manner to be prescribed” and has the section 162 qualifications. A company must still keep a secretary in post: section 161(5) says the office may not be left vacant for more than three months at any time.

New section 161(2A) gives an appointed secretary 24 months after commencement of the Act, or a longer period the Minister sets by Order. If the Act’s date of 24 January 2025 applies, that is 24 January 2027. CIPA’s page on company secretaries says a secretary must show a practising licence and belong to one of five listed professions.

Six smaller changes for corporate governance and regulatory compliance

Amendment Act section	Companies Act section	What it says
3	14A	The Registrar exchanges basic, beneficial owner, and nominator and nominee information with foreign registries and authorities
13	329	A “substantial shareholder” threshold rises from five per cent to 10 per cent
15	331A	The Registrar withholds a removed company’s name from registration and public use for five years
16	336A	A company that trades after removal from the register is guilty of an offence
17	341	The Registrar does not restore a company removed from the register for more than five years, and restores a company removed for a missed annual return within seven days of payment
19	492(5)	The Registrar may impose an administrative penalty of up to P500 000 for an offence with no administrative penalty
Section 18 adds a subsection to section 342: a company restored for court proceedings is removed again once the court resolves the matter.

Check each date with CIPA before you rely on it. Good corporate governance and regulatory compliance start with these dates. This article is general information and not legal advice. Deadlines can be extended by notice, and Regulations set the accounts thresholds. Confirm the current position for your company with CIPA, or with a registered company secretary, before you act. See The annual compliance calendar for a Botswana private company for the yearly calendar and How to file an annual return for a Botswana company for the annual return.

Brimco’s corporate governance services can file your constitution, keep beneficial ownership information current and track the secretary licence deadline, and our company registration service sets new companies up to the amended rules.

Questions

What is the latest amendment to the Companies Act?

The most recent amending Act read for this guide is the Companies (Amendment) Act, 2025 (Act 3 of 2025), assented 24 January 2025. It adds mandatory constitutions, beneficial ownership information and nominee disclosure duties, licensing of company secretaries and financial statement filing for an exempt private company.

What qualifies as beneficial ownership?

CIPA quotes the definition as any natural person who, directly or indirectly, is the ultimate beneficiary of a share or other securities in a company. A nominee director or nominee shareholder is never a beneficial owner (section 2 of the Amendment Act).

Does my company need a constitution?

Yes, if it did not have to have one before the amendment. Section 37(2) as substituted requires it to submit a constitution in the First Schedule form. CIPA says all companies are now required to have one and charges P500 to file it.

Who is a resident director in Botswana?

A director ordinarily resident in Botswana. Section 145 as substituted requires at least one director of a private company other than a close company, ordinarily resident in Botswana. A public company needs two such directors. The new section also covers foreign companies and companies limited by guarantee.

How fast must I tell CIPA about a change in ownership?

Within 10 days under section 186A(2), where the change is in the information of a legal person, including beneficial owner information. A nominee who changes nominator has 10 working days under section 329A(3). Late notice is an offence.

Does a small company have to file accounts?

An exempt private company must file financial statements in a form to be prescribed under section 209(1A). Exempt status depends on total assets and turnover set in Regulations, and on having no company as a shareholder.

Who is qualified to be a company secretary?

A person licensed by the Registrar who holds the section 162 qualifications (section 161(2) as substituted). CIPA’s page says a secretary must show a practising licence and belong to one of five listed professions. The transition is 24 months from commencement, or longer if the Minister extends it. A company secretary already in post should start the licence application early to ensure compliance.