How to File Annual Return Botswana: A Guide for Companies

The law: the Companies Act, section 217, with the annual return forms in the Companies (Forms) Regulations, 2019 (S.I. No. 69 of 2019). The body: CIPA (Companies and Intellectual Property Authority). In force: forms from 3 June 2019; due-period rule from the Companies (Amendment) Act, 2018. Last checked: 21 October 2026

A director, the secretary or an agent with authority can file with the Companies and Intellectual Property Authority

CIPA’s annual return notice says the company director or company secretary can file. Anyone else needs authority over the company on the OBRS first. Brimco acts as company secretary for the businesses it sets up or runs.

Everyone who files needs an OBRS profile. CIPA’s guide to creating one asks for an email address and password, then personal details (a citizen enters an ID number and clicks Verify ID; a non-citizen uploads an ID document), contact numbers and addresses. A profile gives access to set up companies, file annual returns and manage business details.

If the File Annual Return button is missing after login, the cause is usually missing access rights (authority). CIPA says to search for the company, click Filings and Maintenance, then Request Authority, and proceed as the system guides until approved.

A director requesting authority is granted it automatically if the profile details match the director’s details on the company. An agent uploads a resolution from the company, and CIPA responds within 24 hours.

When the annual return is due

CIPA says all registered companies must submit a return annually in their original month of incorporation. Section 217 of the Companies Act, as substituted by the Companies (Amendment) Act, 2018, makes the first return due in the year after incorporation and adds two exceptions: a company incorporated in January files in February, and one incorporated in December files in November. The company’s incorporation details are public, and anyone can search them on CIPA’s website, and CIPA sends email and SMS reminders when it falls due. Brimco’s annual return due calculator works it out for you.

The return can be filed from the first to the last day of that period. CIPA urges early filing, because a failure to complete in time can lead to removal from the register.

The OBRS dashboard also shows which companies are due for filing, according to CIPA’s how-to guide. The annual compliance calendar for a Botswana private company places the return among the company’s other yearly filings.

How to file annual return Botswana: eight steps on the OBRS, from login to receipt

CIPA’s how-to guide lists the steps. Follow them in order.

1. Visit the CIPA website and log on to the Online Business Registration System (OBRS).
2. Read the dashboard message that lists companies due for an annual return.
3. Click File Annual Return.
4. Read the Before You Begin notes and click Continue.
5. Review the company’s existing records, which the return shows in every section, and tick the box to confirm they are up to date.
6. Tick the declaration box confirming you are authorised to file and have made the necessary enquiries.
7. Click Submit.
8. Pay by debit or credit card, or from a deposit account.

The guide says the system approves the filing automatically once payment is made. Keep the confirmation with the company records.

Only three details can be changed inside the return

CIPA’s guide says only the company’s phone number, email address and Omang (ID) verification can be updated on the annual return service. To change anything else, cancel out of the return, make the correction through Maintenance Services, then return to the annual return to finish.

That rule decides the order of work. Check the directors, secretary, registered office, shareholders and auditor against the business’s own records a few weeks ahead, so any correction is ready before the deadline.

CIPA’s fee schedule lists 20 working days for notifying a change of directors or secretary, so a change made late can carry its own penalty.

Form 47 shows the fields the return confirms

The gazetted form for a private or public company (Form 47, section 217) shows what the return covers. This list comes from the 2019 form, and the OBRS screens may group the fields differently.

• Company details: the annual return month, registered office, postal address and contact numbers, principal place of business, and the address for records and share registers if they are not kept at the registered office.
• Directors: name, nationality, gender, date of birth, ID, telephone, SMS, email, and residential and postal addresses.
• Secretary: similar personal details to a director.
• Auditor: for non-exempt private companies and public companies.
• Shareholders: each shareholder’s details, number of shares, whether the shares are jointly held or held by a nominee, and beneficial ownership details where applicable.
• Declaration: the filer confirms they are a director or authorised person and have made the necessary enquiries.

The form’s note says a private company is exempt if its total assets in the preceding financial year are under P5,000,000 and its annual turnover is under P10,000,000. The Companies Act text read for this guide leaves the amounts to regulations, so check current thresholds with CIPA.

The declaration is a statement under the Companies Act

Form 47’s declaration reads that the filer is either a director or a person authorised to complete the return, has made all necessary enquiries, and that the information is true and correct. It adds that knowingly making a false statement, misleading representation or omission is an offence under the Companies Act.

Beneficial ownership belongs in the same check. CIPA says those who register companies must give it beneficial ownership information, and that non-compliance may attract a jail term not exceeding 5 years or a fine not exceeding P200,000. See the Brimco term on beneficial ownership for the concept.

Since the Companies (Amendment) Act, 2022, section 218(1)(d) lists beneficial owners alongside directors in the return’s contents, and section 217(1) makes filing mandatory: a company must deliver a return at least annually. Keep the shareholder and ownership details on the return in line with the share register and with any ownership chart given to a bank or to BURS.

Pay by card, or deposit early

The annual return fee for all companies is P500 online, according to CIPA’s annual return notice, and its how-to guide shows P1000 for an office filing. CIPA’s payment guide says card payment is the preferred and fastest method. Only cards with 3D Security work on the OBRS.

Without a bank card, a company can deposit funds into CIPA’s account using its OBRS pre-pay account number as the reference. CIPA says funds reach the account within 24 to 48 hours, after which you log in, file, and choose the deposit account as the payment method.

Because of that delay, deposit in good time before the deadline. A deposit made on the final day can leave the filing late.

The CIPA annual return is not a BURS tax return

The annual return confirms the company’s details with CIPA. It is separate from the company’s income tax return, which is filed with the Botswana Unified Revenue Service (BURS). Filing the annual return does not satisfy the tax return duty, so keep both deadlines in the business calendar. Annual return penalties in Botswana compares the CIPA and BURS late-filing consequences.

A missed deadline brings a penalty and then removal

CIPA’s annual return notice (2021) says that from the 1st to the 10th day after the due period, a penalty of P500 applies on top of the fee. On the 11th day, companies that have not filed and paid are removed from the register.

Its how-to guide says a removed company must pay a restoration fee and all outstanding annual return fees.

CIPA’s OBRS fee schedule reconciles the figures: restoring a company removed for an unfiled annual return costs P2,000 plus one P500 annual return fee online, which is the P2,500 in the notice (P3,000 plus P500 at an office). The schedule’s first penalty level is P500, and its second level is P500 plus P5 for each calendar day. Some third-party guides quote a P150 late penalty after a grace period plus P50 a day; those figures do not appear in the CIPA documents cited here. Treat the payment screen as the figure that applies.

Removal has legal weight beyond the fee. CIPA’s FAQ cites section 337 of the Companies Act, which vests a removed company’s undistributed property in the Consolidated Fund.

A note on sources. This guide follows CIPA’s published how-to, FAQ and payment guides, and the gazetted form. Brimco did not log in to the OBRS for this article, so screen names may have changed. If a button or field differs, follow the OBRS and contact CIPA’s help line.

This article is general information, not legal advice. Contact CIPA to confirm the current fee, penalty and deadline before you file. Want it handled? Brimco’s corporate governance services can file the annual return and track the business’s other annual deadlines, and our company registration service sets new companies up correctly. For the 2025 changes to small companies, see What the Companies (Amendment) Act of 2025 changed for small companies.

Questions

Can I file my company’s annual return myself?

Yes, if you are a director or the company secretary, according to CIPA. Anyone else needs authority over the company on the OBRS. A director gets authority automatically if the profile details match the company record. An agent uploads a resolution, and CIPA responds within 24 hours.

What is the deadline for filing annual returns?

In the company’s original month of incorporation, annually from the year after incorporation, except that a January company files in February and a December company files in November (s.217(4)). You can file on any day of that period. CIPA sends email and SMS reminders, and a CIPA company search shows when the company was incorporated.

How much is the annual return fee?

CIPA’s guides give P500 for an online filing and P1000 at an office. A filing in the first 10 days after the due month adds a P500 penalty, and a removed company pays P2,000 plus the P500 return fee (P2,500) online to be restored. The schedule also lists a P5-a-day second penalty level, so check the payment screen first.

Can I pay my CIPA annual return online?

Yes. CIPA’s payment guide says card payment on the OBRS is the preferred and fastest method, using a card with 3D Security. Without a card, deposit funds using the OBRS pre-pay account number and allow 24 to 48 hours.

Can I change the directors while filing the return?

Not inside the return. Only the phone number, email address and Omang verification can be edited there. Cancel out, make the change through Maintenance Services, then return to the annual return. CIPA’s fee schedule lists 20 working days for notifying director changes.

How do I file an annual return online?

Log on to the OBRS, click File Annual Return, review each section, tick the declaration, click Submit, and pay by card or from a deposit account. CIPA’s guide says the system approves the filing automatically once payment is made.