In a move to align Botswana’s corporate laws with international best practices, the Parliament of Botswana passed the Companies (Amendment) Act, 2025, marking one of the most significant updates to the country’s business regulatory landscape since the original Companies Act, Cap. 42:01.
This amendment aims to improve corporate governance, enhance transparency, and strengthen regulatory compliance within the private sector. Here’s a breakdown of what businesses and corporate professionals need to know:
Companies (Amendment) Act, 2025
The Companies (Amendment) Act, 2025 is a legislative update to Botswana’s principal company law. It introduces a range of new requirements affecting company incorporation, governance, disclosures, record-keeping, and compliance timelines.
What is the Companies (Amendment) Act, 2025?
The Companies (Amendment) Act, 2025 is a legislative update to Botswana’s principal company law. It introduces a range of new requirements affecting company incorporation, governance, disclosures, record-keeping, and compliance timelines.
Commencement Date: 24 January 2025
Key Definitions Introduced
- Nominee: A person or legal entity instructed by another to act on their behalf in a company.
- Nominator: The individual or group instructing the nominee (e.g., silent partner or shadow director).
- Nominee Director and Nominee Shareholder: Individuals acting under instruction and not holding beneficial ownership.
These definitions set the groundwork for more transparent corporate ownership structures in Botswana.
Major Amendments Explained
1. Mandatory Company Constitutions
All companies are now required to adopt a formal constitution using the format prescribed in the First Schedule. Companies that previously operated without one must comply within 12 months.
2. Filing of Financial Statements by Private Companies
Both exempt and non-exempt private companies must now file financial statements:
- Exempt (assets < P5M, turnover < P10M): Basic financials.
- Non-exempt: Full audited statements and group financials.
3. Licensing of Company Secretaries
Company secretaries must now be licensed by the Registrar. This requirement must be met within 24 months from the Act’s commencement.
4. Beneficial Ownership Disclosure
Companies must maintain an up-to-date register of beneficial owners and notify the Registrar within 10 days of any changes. This enhances tracking of true control within companies.
5. Nominee Disclosure Obligations
Nominees are required to disclose their nominator to the Registrar and to competent authorities upon request. Non-compliance may lead to significant penalties.
6. Information Sharing by Registrar
The Registrar is now authorized to exchange corporate and beneficial ownership information with foreign registries and authorities, aiding global cooperation in anti-money laundering and corporate fraud prevention.
7. Illegal Trading After Deregistration
The Act now explicitly criminalizes trading while a company is removed from the register, strengthening enforcement and accountability.
8. Updated Shareholding Thresholds
The definition of a “substantial shareholder” has been adjusted from 5% to 10%, refining regulatory focus.
Why This Matters for Your Business
Compliance is no longer optional. These changes signify a broader regulatory trend that places greater responsibility on directors, shareholders, and company secretaries to maintain clean, transparent, and compliant businesses.
At Brimco, we help you stay ahead of these changes with easy-to-use tools for document automation, beneficial ownership registers, constitution templates, and digital filings.
Need help updating your company constitution or disclosing your beneficial owners?
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