How to reinstate a struck-off company in Botswana

This guide is for owners, directors, company secretaries and other officeholders of a deregistered company, most often one removed for failing to file annual returns. It covers who can apply, the reinstatement process, the cost and what is at risk while the company is off the register.

The law: Companies Act (Cap. 42:01), sections 331A, 336A and 337 to 343, as amended by the Companies (Amendment) Act, 2025 (in force 24 January 2025). The body: Companies and Intellectual Property Authority (CIPA). Last checked: 27 October 2026.

What does it mean when a company is struck off?

A struck-off company has been removed from the register of companies. In Botswana this usually happens when a company fails to file its annual return in its month of incorporation, fails to re-register, or asks for voluntary deregistration. On CIPA’s system the company shows the word “Removed” next to its name.

While a company is deregistered, it cannot lawfully trade. A company that keeps trading after removal commits an offence (s.336A). Its bank accounts, contracts and other assets are also at risk:

• property the company had not distributed or disclaimed vests in the Consolidated Fund (s.337);
• the liability of former directors and shareholders for earlier acts and debts continues (s.339);
• for five years from removal, the Registrar may not make the name available for registration or public use, or register a company with an identical name (s.331A, inserted in 2025). Older CIPA FAQ wording says the name goes into the public domain, but the 2025 amendment now protects it for five years.

You cannot simply walk away from a limited company either. A limited company that is removed still owes its debts, and director liability survives removal, so it is important to act quickly.

Why a company is struck off in the first place

Most cases are involuntary: the company deregistered because its officers did not file annual returns or re-register on time. Others are voluntary: the owners decided to close a solvent company that had stopped trading, sold its business or no longer needed it. Voluntary deregistration is different from liquidation, where an insolvent company’s assets are sold to pay creditors. If a company in liquidation was removed, the liquidator can apply to restore it. Whatever the reasons, check why it was removed before you apply, because the evidence you send depends on the reason for the company’s deregistration. If you believe the removal was an error, for example because CIPA’s records were incorrect, say so in the reason and attach the documents that prove it.

Who can apply to reinstate a company?

CIPA accepts an application from a director, shareholder or member, a liquidator or receiver (including a former liquidator), or a creditor. The applicant does not need authority over the company on the Online Business Registration System (OBRS). The Companies Act, as amended in 2025, lists the persons who may apply as anyone who, when the company was removed, was a shareholder or director, a creditor, a liquidator, or the Master (s.341(2)).

Steps to reinstate a deregistered company

The Companies Act (Cap. 42:01) sets out the provisions for restoration of companies removed from the register, and CIPA runs the reinstatement process online. Follow these steps to reinstate a deregistered company:

1. Log in to OBRS, CIPA’s online registration service (create an account first if you do not have one), and search for the company.
2. Open Filings and Maintenance and choose Request to restore a company to the register.
3. Enter your details and provide the reason for the request.
4. Upload the evidence. For an annual return removal, that is the completed annual return form. For voluntary deregistration, upload a court order, letter or resolution. For a failure to re-register before 2 December 2020, upload the re-registration application.
5. Before you submit, ensure that any missing annual return is ready to file, then pay the restoration fee and any outstanding annual return fee by card or deposit account.
6. CIPA reviews the submission for compliance with these steps and, if approved, restores the company after a public notice and an objection period of at least 20 working days (s.341(3)).

As you go, the system tells you whether the company name is still available. If it is not, you must choose a new name, but it keeps its registration number and does not become a new entity.

What the Companies Act requires

Section 341(1) says the Registrar shall restore a company if satisfied that, when it was removed, it was still carrying on business or had another reason to continue, was a party to legal proceedings, or was in receivership or liquidation. Before restoring it, the Registrar publishes a Gazette announcement that gives a date for objections at least 20 working days ahead. If the Registrar receives an objection in that period, the Registrar must not restore the company. Since 2025 the Registrar also must not restore a company that has been removed from the register for more than five years (s.341(4)), so for an older removal, ask a lawyer whether a court application under section 342 is open.

A company removed only for failing to file an annual return is in a better position: it must be restored by the Registrar within seven days of paying that annual return (s.341(6A), inserted in 2025).

The Registrar may also require the company to meet any obligations it failed to meet before removal, such as filing missing returns (s.341(5)). Where an objection is raised or the grounds are complex, an aggrieved person can apply to the court instead, which can restore the company if it is just and equitable (s.342). A company restored by the court on certain grounds is removed again once the matter before the court is resolved (s.342(3A), inserted in 2025).

Reinstatement takes effect once the Registrar’s signed notice appears in the Gazette, and the company is deemed to have continued in existence as if it had not been removed (s.343(1) and (2)). Property held by the Consolidated Fund then vests back in the company, except land already transferred to the State and property for which the court ordered compensation (s.343(4) and (5)).

How much does it cost to reinstate a company?

CIPA’s OBRS fee schedule (uploaded in 2019) lists:

Reason for removal	Online	Paper or kiosk
Failure to file an annual return	P2,000 plus P500 annual return fee	P3,000 plus P500
Failure to re-register	P5,000 plus P500 annual return fee	P10,000 plus P500

Worked figure: a private company removed for one unfiled annual return pays P2,500 online, plus any daily late fee. The schedule gives no separate figure for voluntary deregistration, so check the amount on the payment screen.

After reinstatement: compliance, tax and bank accounts

• Good compliance starts with bringing every annual return up to date and diarising your month of incorporation.
• Ask BURS what tax status the business holds; BURS deregisters a tax registration only after CIPA removal and when no tax is owed.
• Review the reinstatement notice in the Gazette and keep a copy with the company’s compliance records as proof that the business was restored.
• Tell your bank, employees and suppliers that the company is reinstated, and check that its bank accounts are active again so you can send and receive money.
• Ensure the company secretary’s records stay current and a filing calendar is in place, so the business does not fall behind again.

Brimco’s corporate governance services can handle annual filings and corporate governance for a reinstated company. If your company was removed for missing re-registration, read how to re-register a company with CIPA on OBRS. For the bigger picture, see how companies are wound up, dissolved or struck off around the world and our guide to the Companies (Amendment) Act 2025. Starting fresh instead? Use our company registration service.

FAQs

How long does it take to reinstate a deregistered company?

For a company removed only for an unfiled annual return, the Act says it is restored within seven days of paying the return (s.341(6A)). Other cases need CIPA’s publication period and an objection window of at least 20 working days, plus the time to prepare missing returns. A company removed for more than five years cannot be restored by the Registrar (s.341(4)).

Can you register again after deregistration?

Yes. A deregistered company can be reinstated with its old registration number, or the owners can start afresh with a new registration.

How do I look up a company on CIPA?

Search the company name or number on OBRS. A struck-off company shows “Removed” beside its name.

What happens if a company gets struck off?

It is removed from the register and cannot lawfully trade, and trading on is an offence (s.336A). Its undistributed property vests in the Consolidated Fund. The Registrar may not give its name to another company for five years (s.331A).

Why would a company want to be struck off?

Owners often choose voluntary deregistration to close a solvent company that has stopped trading, instead of keeping up annual returns for a dormant business.

Can I just walk away from my limited company?

Not safely. Removal does not end the liability of former directors and shareholders for earlier acts (s.339), and debts stay owed.

What is the company restoration fee for CIPA?

CIPA’s fee schedule lists P2,000 plus a P500 annual return fee online for a company removed for an unfiled annual return, and P5,000 plus P500 for failure to re-register.

How can I contact CIPA?

CIPA is at Plot 54358, Prime Plaza, CBD, Gaborone. Call +267 367 3700 or email info@cipa.co.bw.

General information, not legal advice. Confirm current fees with CIPA.