COMPANIES RE-REGISTRATION: SUBSIDIARY LEGISLATION

INDEX TO SUBSIDIARY LEGISLATION

Companies Re-registration Regulations

Companies Re-Registration Act (Extension of Transitional Period of Re-Registration of Existing Companies) Order

 

COMPANIES RE-REGISTRATION REGULATIONS

(section 9)

(3rd June, 2019)

ARRANGEMENT OF REGULATIONS

REGULATION

 

   1.   Citation

   2.   Application for re-registration of a close company

   3.   Application for re-registration of an external company

   4.   Application for re-registration of a company limited by guarantee

   5.   Application for re-registration of a public or private company

   6.   Application for re-registration of a foreign company

   7.   Certificate of incorporation

   8.   Revocation of S.I. 68 of 2019

 

      SCHEDULES

S.I. 70, 2019.

 

1.   Citation

   These Regulations may be cited as the Companies Re-registration Regulations.

 

2.   Application for re-registration of a close company

   (1) An applicant shall apply to the Registrar for re-registration of a close company in the re-registration of a close company Form as set out in Schedule 1 and upon payment of a fee as set out in Schedule 3.

   (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a new certificate of incorporation as set out in Schedule 2.

 

3.   Application for re-registration of an external company

   (1) An applicant shall apply to the Registrar for re-registration of an external company in the re-registration of an external company Form as set out in Schedule 1 and upon payment of a fee as set out in Schedule 3.

   (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a certificate of registration as set out in Schedule 2.

 

4.   Application for re-registration of a company limited by guarantee

   (1) An applicant shall apply to the Registrar for re-registration of a company limited by guarantee in the re-registration of a company limited by guarantee Form as set out in Schedule 1 and upon payment of a fee as set out in Schedule 3.

   (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a certificate of incorporation as set out in Schedule 2.

 

5.   Application for re-registration of a public or private company

   (1) An applicant shall apply to the Registrar for re-registration of a public or private company in the re-registration of a public or private company Form as set out in Schedule 1 and upon payment of a fee as set out in Schedule 3.

   (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a certificate of incorporation as set out in Schedule 2.

 

6.   Application for re-registration of a foreign company

   (1) An applicant shall apply to the Registrar for the re-registration of a foreign company as set out in Schedule 1 and upon payment of a fee as set out in Schedule 3.

   (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with and having entered particulars in the companies register in terms of section 21(1) of the Companies Act (Cap. 42:01), he or she shall issue a certificate of registration as set out in Schedule 2.

 

7.   Certificate of incorporation

   Where, after consideration of an application under these Regulations the Registrar is satisfied that all requirements of the Act have been duly complied with, and having entered particulars in the companies register in terms of section 22 of the Companies Act, he or she shall issue a certificate of incorporation as set out in Schedule 2.

 

8.   Revocation of S.I. No.68 of 2019

   S.I. No. 68 of 2019 is hereby revoked.

 

SCHEDULE 1

 

FORM A
APPLICATION FOR RE-REGISTRATION OF A CLOSE COMPANY

(reg. 2)

Name of company …………………………….

Company number ……………………………..

 

1.   COMPANY CONSTITUTION(Tickwhere applicable)

   The company will have a constitution on re-registration or

   The company will not have a constitution on re-registration

2.   DETAILS OF COMPANY:

Registered Office:

Registered Office Address:

 

 

 

 

Postal Address & Contact Number:

Postal Address:

 

Contact Number:

 

 

(Postal address to which communications from the Registrar may be sent)

 

Annual Return Reminders: The Registrar will send courtesy reminders to the company

Mobile Number:

Email Address:

 

 

Principal Place of
Business:

Plot Number:

 

Ward/ Street/Location:

 

 

Address for records /
Share register:
(if not kept at the
company’s registered
office)

Plot Number:

 

Ward/Street/Location:

 

3.   MEMBER DETAILSProvide this information in the prescribed format for every member of the company. The following persons are the members of the company:

(Tickin the appropriate box)

*Identity Number:
(*For non-citizens passport number)

Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of birth:
Mobile telephone number:
Email address:
Beneficial owner:    Yes No

Postal Address:

*Identity Number:
(*For non-citizens passport number)
Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of birth:
Mobile telephone number:
Email address:
Beneficial owner:     Yes No

Postal Address:
*Identity Number:
(*For non-citizens Passport number)
Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of birth:
Mobile telephone number:
Email address:
Beneficial owner:     Yes No

Postal Address:
*Identity Number:
(*For non-citizens Passport number)
Residential address:

First, Middle & Last Name:
Nationality:
Gender:
Date of birth:
Mobile telephone number:
Email address:
Beneficial owner:     Yes No

Postal Address:
*Identity Number:
(*For non-citizens Passport number)
Residential address:

First, Middle & Last Name:
Nationality:
Gender:
Date of birth:
Mobile telephone number:
Email address:
Beneficial owner:     Yes No

Postal Address:
 

4.   BENEFICIAL OWNERProvide this information only where the company has a beneficial owner and that beneficial owner is not a member of the company.Name:
Postal Address:Provide this information in the prescribed format for every member of the company. The following person is the Accounting Officer of the company:(Complete this information if the Accounting Officer is an individual)

*Identity Number:
(*For non-citizens Passport number)
First, Middle & Last Name:
Nationality:
Gender:

Residential Address:

 

Postal Address:

Complete this information if the Accounting Officer is a ‘body corporate’

Company Name:
Registration Number:
Name of Representative:
Phone Number:

Registered Office Address:

Postal Address:

*In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

5.   ACCOMPANYING DOCUMENTSThe following documents must accompany this form:(Tickin the appropriate box where applicable)

   If the company has a constitution, a document certified as the company’s constitution.

   If the member or accounting officer is a non-Botswana citizen, a certified copy of their passport. If this is not in English it should be accompanied by a certified translation.

6.   BUSINESS ACTIVITY(Tickin the appropriate box to confirm)

   I confirm that the proposed company is not being established for or will carry on the business of banking or insurance.

7.   DECLARATION(Tickin the appropriate box to confirm this information)

   I confirm each member and accounting officer has signed a consent form to act as a member or accounting officer. The consent form is held at the proposed company’s registered office and the Registrar may request to view this consent form at any time.

   I confirm I am either a member of this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 of the Companies Act.
Signed by …………………………………..Signature …………………………………..Date ……………..

Completed by:

 

 

Postal Address:

 

Identity Number:

 

 

 

 

 

 

Telephone Number:

 

 

 

 

 

Mobile Telephone Number:

 

 

 

 

 

Email Address:

 

 

 

 

FORM B
APPLICATION FOR RE-REGISTRATION OF AN EXTERNAL COMPANY

(reg. 3)

Name of company …………………………….

Company number ……………………………..

 

Country in which company is incorporated ………………………………………………………..

1.   COMPANY CONSTITUTION(Tickwhere applicable)

2.   DETAILS OF COMPANY:

Registered Office:

Plot Number:

 

 

 

Ward/Street/Location:

 

 

Postal Address & Contact
Number:
(Postal address to which
Communications from the
Registrar may be sent)

Address:

 

 

 

Annual Return Reminders: The Registrar will send courtesy reminders to the company.

Mobile Telephone Number:

Email Address:

 

 

Principal Place of
Business:

Plot Number:

 

Ward/Street/Location:

 

3.   AUTHORISED AGENTThe following person is authorised to accept service in Botswana of documents on behalf of the company.

(Complete this information if the agent is an individual)

*Identity Number:

Residential Address:

(*Passport Number applicable to non-citizens only)

 

First, Middle & Last Name

Postal Address:

Nationality:

 

Gender:

 

Date of Birth:

 

Mobile Telephone Number:

Date of Appointment:

Email Address:

 

(Complete this information if the agent is a ‘body corporate’)

Company Name:

Registered Office Address:

Registration Number:

 

Name of Representative:

 

Phone Number:

Postal Address:

Email Address:

Date of Appointment:

*In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

4.   DIRECTORS

Provide this information in the prescribed format for every director of the company. The following persons are the directors of the company:

*Identity Number:
(*Passport Number applicable to non-citizens only)

Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

*Identity Number:
(*Passport Number applicable to non-citizens only)

Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

Identity Number:
(*Passport Number applicable to non-citizens only)

Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

*Identity Number:
(*Passport Number applicable to non-citizens only)

Residential Address:

First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

 

5.   SHAREHOLDERSProvide this information in the prescribed format for every shareholder of the company. The following persons are the shareholders of the company:Complete this information if the shareholder is an individual*Identity Number:
(*Passport Number applicable to non-citizens only)Residential Address:First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:Postal Address:Identity Number:
(*Passport Number applicable to non-citizens only)Residential Address:First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:Postal Address:Identity Number:
(*Passport Number applicable to non-citizens only)Residential Address:First, Middle & Last Name:
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:Postal Address:

Complete this information if the shareholder is a ‘body corporate’

(Tickin the appropriate box)

Company Name:
Registration Number:
Country of Registration:

Registered Office Address:

Number of Shares Allocated:

Postal Address:

Shares Jointly Held:     Yes No

 

Nominee Shareholder:     Yes No

Date of Appointment:

Beneficial Owner:     Yes No

 

Company Name:
Registration Number:
Country of Registration:

Registered Office Address:

Number of Shares Allocated:

 

Shares Jointly Held:     Yes No

Postal Address:

Nominee Shareholder:     Yes No

 

Beneficial Owner:     Yes No

Date of Appointment:

Company Name:
Registration Number:
Country of Registration:
Number of Shares Allocated:

Registered Office Address:

Postal Address:

Shares Jointly Held:     Yes No

 

Nominee Shareholder:     Yes No

Date of Appointment:

Beneficial Owner:     Yes No

 

In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

6.   BENEFICIAL OWNERProvide this information only where the company has a beneficial owner and the beneficial owner is not a shareholder of the company.Name:Postal Address:

7.   AUDITORThe following person is the auditor of the company:(Complete this information if the auditor is an individual)

 

*Identity Number:
(*Passport Number applicable to non-citizens only)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Date of Appointment:

In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

8.   ACCOMPANYING DOCUMENTS(Tickin the appropriate box to confirm)The following documents must accompany this form:

 

(a)   A duly authenticated copy of the certificate of its incorporation or registration in its place of incorporation or origin.

(b)   Articles or other instrument constituting or defining its constitution. If this is not in English it should be accompanied by a certified translation.

(c)   If the director, shareholder, agent or auditor is a non-Botswana citizen, a certified copy of their passport. If this is not in English it should be accompanied by a certified translation.

(d)   A Certificate of Good Standing. If this is not in English it should be accompanied by a certified translation.

9.   DECLARATION

(Tickto confirm this information)

   I confirm I am either a director of this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 of the Companies Act.

Signed by:

 

 

 

Signature ………………………………………… Date ………………………….

Completed by:

 

*Identity Number:

 

 

(For non-citizens Passport Number)

Postal Address:

 

 

 

Telephone Number:

 

 

 

 

 

Mobile Telephone Number:

 

 

 

 

 

Email Address:

 

 

 

 

 

FORM C
APPLICATION FOR RE-REGISTRATION OF A COMPANY LIMITED BY GUARANTEE

(reg. 4)

Name of company ……………………………………………………………………………………………..

Company number ………………………………………………………………………………………………

(Tickwhere appropriate)

Type of Company: Private Company Public Company

If the company is a private, please indicate whether it is a non-exempt company or an exempt company.

(Tickin the appropriate box)

Non-exempt company Exempt Company

 

 

Note:   A private company shall qualify as an exempt private company if-

   (a)   its total assets are less than P5 000 000 in the preceding financial year; and

   (b)   its annual turnover is less than P10 000 000 in the preceding financial year.

1.   COMPANY CONSTITUTION

(Tickin the appropriate box)

   The company must have a constitution on re-registration

2.   DETAILS OF PROPOSED COMPANY:

 

Business Activities:

Commerce

Art

Science

Religion

 

Charity

Other


(Please specify)

Registered Office:

Plot Number:

Ward/Street/Location:

City/Town/Village

 

Postal Address & Contact Number:
(Postal address to which Communications from the Registrar may be sent)

Address:

 

 

Annual Return Reminders:
The Registrar will
send courtesy reminders
to the company.

Mobile Telephone Number:

Email Address:

 

 

Principal Place of Business:

Plot Number:

 

Ward/Street/Location:

 

 

Address for Records:
(if not kept at the Company’s registered
office)

Plot Number:

 

Ward/Street/Location:

 

3.   DIRECTORSProvide this information in the prescribed format for every director of the proposed company.The following persons are the directors of the proposed company:

*Identity Number:
(*For non-citizens Passport)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

*Identity Number:
(*For non-citizens Passport)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

*Identity Number:
(*For non-citizens Passport)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

You must have at least one director resident in Botswana and public companies must have a minimum of two directors.

 

4.   SECRETARYProvide this information in the prescribed format for every secretary of the company. The following person is the secretary of the company:
Complete this information if the secretary is an individual

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

Complete this information if the secretary is a ‘body corporate’

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

 

*In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

5.   MEMBERS

Provide this information in the prescribed format for every member of the company. The following persons are members of the company:
Complete this information if the member is an individual

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

(Tickin the appropriate box)

 

Beneficial owner:     Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

(Tickin the appropriate box)

 

Beneficial owner:    Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

(Tickin the appropriate box)

 

Beneficial owner:     Yes No

 

 

 

Complete this information if the member is a ‘body corporate’

Name of Company:

Registered Office Address:

Registration number:

 

(Tick in the appropriate box)

Postal Address:

Beneficial owner:     Yes No

 

 

Date of Appointment:

Name of Company:

Registered Office Address:

Registration Number:

 

(Tickin the appropriate box)

Postal Address:

 

 

Beneficial owner:     Yes No

Date of Appointment:

Name of Company: Registration Number:

Registered Office Address:

(Tick in the appropriate box)

Postal Address:

Beneficial owner:     Yes No

 

 

Date of Appointment:

*In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

6.   BENEFICIAL OWNERProvide this information only where the company has a beneficial owner and the beneficial owner is not a shareholder of the company.

Name:

Postal Address:

 

7.   AUDITORThe following person is the auditor of the company: (Complete this information if the auditor is an individual)

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Date of Appointment:

 

Complete this information if the auditor is a ‘body corporate’

*Identity Number:
(*For non-citizens Passport Number)

Registered Office Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Date of Appointment:

In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

8.   ACCOMPANYING DOCUMENTS(Tickin the appropriate box to confirm)The following documents must accompany this form:

(a)   Constitution, a document certified as the company’s constitution.

(b)   If the member or tax agent is a non-Botswana citizen, a certified copy of their passport. If this is not in English it should be accompanied by a certified translation.

9.   DECLARATION(Tickin the appropriate box)

   I confirm each member, secretary, director or auditor has signed a consent form to act as a member or secretary or auditor. The consent form is held at the proposed company’s registered office and the Registrar may request to view this consent form at any time.

   I confirm I am either a member of this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 of the Companies Act.

 

Signed by:

 

 

 

Signature ………………………………………… Date ……………………………….

 

Completed by:

 

*Identity Number:

 

 

(For non-citizens Passport Number)

Postal Address:

 

 

 

 

Telephone Number:

 

 

 

 

 

Mobile Telephone Number:

 

 

 

 

 

Email Address:

 

 

 

 

 

FORM D
APPLICATION FOR RE-REGISTRATION OF A PUBLIC OR PRIVATE COMPANY

(reg. 5)

 

Name of company ……………………………………………………………………………………………..

Company number ………………………………………………………………………………………………

(Tickin the appropriate box)

Type of Company: Private Company Public Company

If the company is a private, please indicate whether it is a non-exempt company or an exempt
company.

(Tickin the appropriate box)

Non-exempt company Exempt Company

Note:   A private company shall qualify as an exempt private company if-

 

   (a)   its total assets are less than P5 000 000 in the preceding financial year; and

   (b)   its annual turnover is less than P10 000 000 in the preceding financial year.

1.   COMPANY CONSTITUTION

(Tickin the appropriate box)

   The company will have a constitution on re-registration

   The company will not have a constitution on re-registration

2.   DETAILS OF PROPOSED COMPANY:

 

Registered Office:

 

Postal Address & Contact
Number:
(Postal address to which
Communications from the
Registrar may be sent)Address:

 

Annual Return Reminders:
The Registrar will
send courtesy reminders
to the company.Mobile Telephone Number:Email Address:

 

Principal Place of
Business:Plot Number:Ward/Street/Location:

 

Address for Records:
(if not kept at the
Company’s registered
office)Plot Number:
Ward/Street/Location:

 

3.   DIRECTORSProvide this information in the prescribed format for every director of the proposed company.The following persons are the directors of the proposed company :

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

You must have at least one director resident in Botswana and public companies must have a minimum of 2 directors.

 

4.   SECRETARYProvide this information in the prescribed format for every secretary of the company. The following person is the secretary of the company:Complete this information if the secretary is an individual

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

Complete this information if the secretary is a ‘body corporate’

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

*In the case of a body corporate, please give the address of its registered office or, if you are a public company then provide the top 10 shareholders.

 

5.   SHAREHOLDERS   Total Number of company shares: ……..(Tickin the appropriate box)Public company: Yes No Provide this information in the prescribed format for every shareholder of the company. The following persons are shareholders of the company.Complete this information if the member is an individual.

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: …………

 

Shares jointly held:        Yes No

 

Nominee of shareholder:     Yes No

 

Beneficial owner:        Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: …………

 

Shares jointly held:        Yes No

 

Nominee of shareholder:     Yes No

 

Beneficial owner:        Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: ……………

 

Shares jointly held:        Yes No

 

Nominee shareholder:     Yes No

 

Beneficial owner:     Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email address:

 

Postal Address:

 

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: ……………

 

Shares jointly held:              Yes No

 

Nominee shareholder:        Yes No

 

Beneficial owner:         Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

Postal Address:

 

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: ……………

 

Shares jointly held:        Yes No

 

Nominee shareholder:        Yes No

 

Beneficial owner:        Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email address:

Postal Address:

 

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: ……………

 

Shares jointly held:        Yes No

 

Nominee shareholder:           Yes No

 

Beneficial owner:        Yes No

 

*Identity Number:
(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:

 

Postal Address:

 

Date of Appointment:

(Tickin the appropriate box)
Number of shares issued: …………..

 

Shares jointly held:        Yes No

 

Nominee shareholder:        Yes No

 

Beneficial owner:        Yes No

 

In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

6.   BENEFICIAL OWNERProvide this information only where the company has a beneficial owner and the beneficial owner is not a shareholder of the company.
Name:Postal Address:

 

7.   AUDITORThe following person is the auditor of the company:(Complete this information if the auditor is an individual)*Identity Number:
(*For non-citizens Passport Number)Residential Address:First, Middle & Last Name
Nationality:
Gender:
Date of Birth:
Mobile Telephone Number:
Email Address:Date of Appointment:

In the case of a body corporate, please give the address of its registered office or, if it does not have a registered office, of its principal place of business.

 

8.   ACCOMPANYING DOCUMENTS(Tickin the appropriate box to confirm)The following documents must accompany this form:

(a)   A duly authenticated copy of the certificate of its incorporation or registration in its place of incorporation or origin

(b)   Articles or other instrument constituting or defining its constitution. If this is not in English it should be accompanied by a certified translation.

(c)   If the director, shareholder, agent or auditor is a non-Botswana citizen, a certified copy of their passport. If this is not in English it should be accompanied by a certified translation.

(d)   A Certificate of Good Standing. If this is not in English it should be accompanied by a certified translation.

9.   DECLARATION   (Tickin the appropriate box to confirm)   I confirm I am either a director of this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 of the Companies Act.

Signed by:

 

 

 

Signature ………………………………………… Date ……………………………….

 

Completed by:

 

*Identity Number:

 

 

(For non-citizens Passport Number)

Postal Address:

 

 

 

Telephone Number:

 

 

 

 

 

Mobile Telephone Number:

 

 

 

 

 

Email Address:

 

 

 

 

 

FORM E
APPLICATION FOR RE-REGISTRATION OF A FOREIGN COMPANY

(reg. 6)

 

 

……………………………………….
Name of Company

………………………………………..
Company Number

Country where Company was incorporated ……………………………………………………………..

Date Company was incorporated …………………………………….

ACCOMPANYING DOCUMENTS

(Tickin the appropriate box to confirm)

The following documents must accompany this application:   (a)A duly authenticated copy of the certificate of its incorporation or registration in its place of incorporation or origin or other similar document that evidences its incorporation;   (b)Articles or other instrument constituting or defining its constitution. If this is not in English it should be accompanied by a certified translation;   (c)A certified copy of the certificate of incorporation. A copy of a resolution authorising the re-registration of the company;   (d)A statement whether the company applies to be registered as a company limited by shares, by guarantee or whether as a public or private company;   (e)A certified copy of a document defining its constitution.   (f)A statement of the charges on the company’s assets.   (g)Evidence acceptable to the Registrar that the company is not prevented from being registered as a company under section 356 or 357 of the Companies Act;   (h)The documents and information required to register a company under Part II of the Companies Act;   (i)If any of the documents above is not in English, it should be accompanied by a certified translation; and   (j)Any other documents or information the Registrar may require.

 

(Tickwhere applicable)

Name of director or authorised agent ………………………………………………………….

Signature ……………………………………….. Date ………………………………………..

Identity Number ………………………………………..
(Passport number for non-citizens only)

Address of principal place of business in Botswana …………………………………………………….

…………………………………………………………         

Presented by ………………………………………………………………………………………………..

Signature ……………………………………….. Date ………………………………………..

Identity Number …………………………………………………
(Passport number for non-citizens only)

Postal Address …………………………………………………………………………………………….

Email Address ……………………………………………………………………………………………..

Telephone Number …………………………….

Facsimile Number ……………………………..

 

 

SCHEDULE 2

 

Form A
CERTIFICATE OF REGISTRATION

(regs. 2, 3, 4 and 5)

 

………………………………………..
Name of Company

………………………………………..
Company NumberI hereby certify that ……………………………………….., a body corporate incorporatedin …………………………………., was registered as an ……………………………………… in Botswana(country of origin) (entity type)under the Current/Previous Companies Act on the ……………………. day of ………….., …………….Note: The Certificate will record the following changes: ……………………………………………………..
………………………………………………………………………………………………………………………………………
and was re-registered under the Re-registration Act No. 24 of 2018 on the ……………………. day of ……………………………….., ……. and changed its name to ……………………………………….. on the ……………………………………. day of …………., …………………… and was removed from the register on the ……….. day of ……………., ………………
GIVEN under my hand at ………………….. this ………………. day of ……., ……….
………………………………
Registrar’s SignatureRegistrar’s Name ……………………..For/REGISTRAR OF COMPANIES

 

 

Form B
CERTIFICATE OF REGISTRATION OF A FOREIGN COMPANY

(reg. 6)

 

………………………………………..
Name of Company

………………………………………..
Company NumberI hereby certify that ……………………………………………………………., a body corporate incorporated in …………………………………………., was registered as a foreign company under the Current/Previous (country of origin)Companies Act on the ………… day of …………………. , …………………….(Tickwhich is applicable)
GIVEN under my hand at ……………….. this ……………… day of ……………………., ………….
………………………………………
Registrar’s Signature               Registrar’s Name ………………..For/REGISTRAR OF COMPANIES

 

 

Form C
CERTIFICATE OF INCORPORATION

(reg. 7)

 

………………………………………..
Name of Company

………………………………………..
Company NumberI hereby certify that ………………………………………………………………….., was incorporated as an ……………………………………….. in ………………………………………………… under the
(entity type) (country of origin)Current/Previous Companies Act on the ………………….. day of ……………., ………   (Tickwhich is applicable)and the liability of the members is limited.Note:   The certificate will record the following changes: …………………………………………………………………………………………………………………………………………………………………………and was re-registered under the Re-registration Act No. 24 of 2018 on the …………………. day of ……………, …… and changed its name to …………………………………………………. on the ………………….. day of …………….., ……….. and was removed from the register on the …………… day of ………………, ……… and was restored to the register on the …………….. day of ……………., ………………
GIVEN under my hand at …………….. this …………………………. day of …………….., …………
…………………………………………
Registrar’s Signature                  Registrar’s Name …………………..For/REGISTRAR OF COMPANIES

 

 

SCHEDULE 3
RE-REGISTRATION FEES

(regs. 2, 3, 4, 5 and 6)

 

……………………………………………
Name of Company

…………………………………..
Company Number
TYPE OF TRANSACTION

ONLINE FEE

WALK-IN FEERe-registration of a close company

P300

P500Re-registration of a private or public company limited by guarantee

P300

P500Re-registration form of a private or public company

P300

P500Re-registration of an external company

P300

P500Request for search of a physical company file

No fee

P30Copy of extract from physical company file

No fee

P50Certification of a copy or extract of a document lodged from the Registrar

No fee

P100

 

COMPANIES RE-REGISTRATION ACT (EXTENSION OF TRANSITIONAL PERIOD OF RE-REGISTRATION OF EXISTING COMPANIES) ORDER

(section 2)

(29th May, 2020)

ARRANGEMENT OF PARAGRAPHS

   PARAGRAPH

 

   1.   Citation

   2.   Extension of transitional period

 

S.I. 83, 2020.

 

1.   Citation

   This Order may be cited as Companies Re-Registration Act (Extension of Transitional Period of Re-Registration of Existing Companies) Order.

 

2.   Extension of transitional period

   The transitional period specified under section 2 of the Companies Re-Registration Act is extended from 3rd June, 2020 to 2nd December, 2020.


Scroll to Top