We provide a high level overview of some of the provisions . We cover significant changes in this article. The Companies Act (in this Act referred to as “the Act”) is ... resident in Botswana.”. A subsidiary company cannot hold more than 10% of shares in holding company. Constitution, Minutes, Interests Register, Certificates by the Directors, Full name and address of current directors and secretary; All written communications to the shareholders; financial statements, accounting records, Share Register, Register of Charges and documents giving rise to charge - all these should be kept in the Registered Office. A company is solvent when it is able to pay its debts in the normal course of business and where its assets are in excess of its liabilities. Constitution If you want to buy a member's interest in a CC, the CC can give you security to buy that interest. If not he is personally liable to the CC. The RSM network is not itself a separate legal entity of any description in any jurisdiction. But then after the security is given, the CC should be able to prove that it will be solvent. English [PDF] Companies Ordinance. stream Given that it still provides the greatest return on investment of any marketing channel, having accurate and up to date email leads - GlobalDatabase.com It analyses the level of The new Companies Act prescribes a certain level of An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes. 2, 2007, S.I. The object of the Bill is to enact the Companies Re-registration Act, to provide for the re-registration of existing companies under the Companies Act. [Date of Commencement: Parts I to VI - 1st June 2014] PART I Preliminary (ss 1-2) 1. A company can enter into a contract before it is born or registered. About Us The Botswana Stock Exchange (BSE) is Botswana’s sole stock exchange given the responsibility to operate and regulate the securities market. It cannot use those shares in take-over schemes. You should take specific independent advice before making any business or investment decision. <> Removal of member from Board Botswana: Mergers & Acquisitions Laws and Regulations 2020. Private companies have members of 25 or less; As are common with private limited companies, their shares can't be freely transferred and such companies may … Office: Companies and Intellectual Property Authority (CIPA) (Botswana) IP Act: Industrial Property Act, 2010 . (b) not to make the company do illegal things, 6 of 2011). For any money owed by the shareholder to the company, company may register a lien on shares in priority to any other claim. This is aimed at facilitating the reforms identified in the Doing Business Reforms Roadmap. Interpretation of terms. }���6��7�.�ӹ�w��ª��69pi��#V�sf��`��\Mj��C���.�A��9�T����eR�m��SQ.હVty��kH����s��*l]�E/S��Т�-6�'L�ӞxTQ{d���B��%9=��'�Cy�{�k�1���-_��p���5@����́V���OAS��S�qM�H3��?�ֻ5�Нي��8�ۺ�Ъ���#�j [A24y����g��k A secretary should be qualified and should give consent to act as secretary. There is no need for a company to have a constitution or Articles or Memorandum of Association. 25 of 2007 (consulted on 2012-11-16) Abstract/Citation: Updates and consolidates the laws relating to companies. Board approval and majority shareholder approval is necessary. This Act may be cited as the Small Business Act. 19, 2010. Botswana has a source-based taxation system. Sinhala [PDF] Tamil [PDF] English [PDF] Sri Lanka Companies Act No 7 of 2007 - Amendments. 54, 2005, Act 19, 2007, S.I. Interpretation 3. 32 ARRANGEMENT OF SECTIONS PART 1 - Preliminary SECTION 1. Exempt private company will comply with generally accepted accounting principles. 1. 1 November 2010 by GN 237/2010 (GG 4595) Business and Intellectual Property Authority Act 8 of 2016 (GG 6105) brought into force with effect from 16 January 2017 by GN 293/2016 (GG 6197) ACT . Private companies have members of 25 or less; As are common with private limited companies, their shares can't be freely transferred and such companies may not seek funds publicly. 2008b). Should have an accounting officer and registered office; Should have a Secretary and registered office. Public notice 4. A private company does not need an annual report or Directors' Interests Register with unanimous consent of shareholders. Otherwise auditor can report the material irregularity to the Registrar who may convene a shareholders' meeting at his instance. The so-called Caprivi Strip of Namibia extendsalong its northern border. (f) not to make use of confidential information and Shareholders can sue the directors for breach of duties. For a non-exempt private company and public company (meaning a company with a turnover of more than P 20 million or total assets of more than P 10 million - as of May 2013), a lawyer, qualified accountant (Botswana Institute of Accountants) and a member of Southern African Institute of Chartered Secretaries and Administrators can be a company secretary. But if the company receives fair value then it cannot be avoided. 71 of 2008 began in earnest over five years ago. �/�̳�; 18 OF 2011. IFSC companies are currently taxed at a flat rate of 15%. Exempt private company does not need to comply with IFRS. Botswana - Market OverviewBotswana - Market Overview Discusses key economic indicators and trade statistics, which countries are dominant in the market, the U.S. market share, the political situation if relevant, the top reasons why U.S. companies should consider exporting to this country, and other issues that affect trade, e.g., terrorism, currency devaluations, trade … 2. He cannot compete with CC without the consent of other members. (1) There is hereby established a Corporation to be known as the Botswana Power Corporation. Short title 2. Amendments. Commencement Order on-line Organisation of South African Law Libraries (OSALL), South Africa PDF of S.I. 6 THE COMPANIES ACT, NO. It analyses the level of Particularly, these are their ethical duties:-. Removal of member from Board Exempt private company does not need to have an auditor. Amendments. The company can hold the repurchased shares if its constitution allows but it cannot so hold more than 5% of its issued share capital; again board resolution is necessary. (a) to disclose interests, Company can transfer its own share but it should obey the rules that the constitution provides for transfer of shares. Anti-money laundering and counter –terrorist financing measures in Botswana - 2017 7 EXECUTIVE SUMMARY 1. Background of the Companies Act 2013. While preparing accounts, non exempt companies and public companies should comply with IFRS and company law schedules and other laws relating to accounts. In addition, it imposes stricter obligations on corporate governance. If you derive material benefit for any transaction with the company, then you have interest. 1. Financial Reporting (Public Interest Entities) Regulations, 2016. (b) Seek authorisation of general meeting per Act; 42:01) of 10 November 1959. Again, all other members should agree. Sections. (e) honesty and in good faith and in the best interests of the company, The Companies Act (Cap 42:01) requires all companies incorporated in Botswana to prepare annual financial statements. Law Sources. 3 of 2011: Companies Amendment Act, 2011 R. AIDS HELPLINE: 0800-123-22 Prevention is the cure . An Act to establish the Botswana Trade Commission, to regulate the export and import of goods within the Common Customs Area and to provide for matters incidental thereto. �*l3 �^t1��� �j�gD���(���@��s��V�8�݉�����݊|���]���W�v^q����d_��l�X��Z#�0��:eWd�b$OO�=��|!��w�l���g�;D+x�)}�|}� UM�sW��Oܞ��0���8-�sH��+�i�� %��V~ �� d Y�y0���q.Z"���qR�|�d��G#-�'*�b�� z��à`�7"��Ŵ��&2&S���A_��$hTb��B[vd'u���[i:S�Sz��45�A{���>t��u 8?`Y�.kZ���G+E�G:��d�`��b.�T���_�h�9?�"�ұڲ:ږ9�q#�q�A�j�Et^�%�-����`Ċ]ᗰ��1LA�'�X�͋��� ӟJ��.���5����E����E�m���-m�@�d���Ĭn�Gײ�gEv�� �{���+�0�l�6�f�����$�%eO�F�[Z�đ�MǏYaȻ���A8dU�F[&�Ó �V+�Q:��ĕ��1��*��;sXqK�y����H��p!�3�0�쵃�0������}PZ��.�|�_��ɱK��iEC�-]����DQ���_�� k`eIe6� NH�Zq�������?��h�S�u�9�m������ �Hq�>�w��O�ں� Short title This Act may be cited as the Industrial Development Act. They may revoke or alter a constitution. You get the total benefit of RSM Botswana no matter who in our people that you connect to! Companies that do not have public accountability (their securities are not publicly traded and they are not a financial institution) and that meet the threshold to be an ‘exempt company’ under the Botswana Companies Act may use the IFRS for SMEs Standard.An exempt company is one that satisfies all three of the following conditions: Meetings can take place in a CC much like a company. Share is issued when name is entered in the Shares Register. To provide for the incorporation, management and liquidation of companies; and to No. 34243 GOVERNMENT GAZETTE, 20 APRIL 2011 Act No. Formation of a Company Non-residents may hold shares in a Botswana company. If the old Memorandum and Articles of Association  do not allow it,  you need to adopt a new constitution if you want your company to buy its own shares. If any excess payment is made, then they should repay. 4. Act 9 of 2007 (GG 3969) brought into force on . The New Companies Act commenced on the 3rd July 2007. If it buys then members should return the money. 2 days no charge * Takes place simultaneously with another procedure. Manufacturing companies having the approval from the Minister of Finance for a special tax rate will be charged at the rate of 15%. Method of incorporating a company 2 ... Botswana, would have resulted in a criminal offence having been committed, the penalty for which would be at least six months' imprisonment without the option of a fine. ACT NO. Subject to the constitution the board may appoint or remove a secretary. You do not have to file the Objects of the company. As per section 102(2) of the Companies Act, 2013, the following businesses may be transacted during AGM:-1) Ordinary Business [Section 102(2)], i.e. Company cannot buy its own shares and put shareholders at a loss. Solvency is a corner stone of the Botswana Companies Act. Companies that do not have public accountability (their securities are not publicly traded and they are not a financial institution) and that meet the threshold to be an ‘exempt company’ under the Botswana Companies Act may use the IFRS for SMEs Standard.An exempt company is one that satisfies all three of the following conditions: But constitution should expressly provide for it. Mauritius Companies Act 2001 – Company Law Company Name. 67, 2007. He should account for any profit made from the CC. RSM (Botswana) Professional Services (Proprietary) Limited is a member of the RSM network and trades as RSM Botswana. Every CC shall have a registered office. This report provides a summary of the AML/CFT measures in place in the Republic of Botswana (Botswana) as at the date of the on-site visit [13-24 June 2016]. Under the Workers Compensation Act, companies must provide their employees with workplace injury insurance. BICA Rules 2014 related to the Accountants Act 2010. The Registrar 11. But just because it is filed with the Registrar, a third party is not expected to know it. The registration of companies, filing of accounts and annual returns are done with the Registrar of Companies. Registration of documents 13. Shares are deemed cancelled upon purchase by the company of its own shares. 1. Holding company should consolidate the accounts; intermediary holding companies need not consolidate; subsidiaries that do not follow IFRS need not be consolidated. In 2008, Botswana launched Diamond Trading Co. Botswana to sort, value, market and distribute aggregate diamonds in Botswana. These objective are to ensure the security and efficiency of fuel supply to Botswana and promote active citizen involvement in the petroleum industry. But if all members agree in writing, then he does not have to compensate the company for the loss suffered by or through his negligence. It may restrict right to transfer shares. Interest Register can be avoided if 100% shareholders agree to it. Further it is exempted from accounting and audit requirements. Short title and commencement. A director is liable for his actions, even after resignation or removal or disqualification. To provide for the incorporation, management and liquidation of companies; and to 2 No. Inspection and evidence of registers 14. 11. Sole director cannot resign without calling for a shareholders' meeting to receive resignation and appoint one or more directors.Directors' acts are always valid even if the director is disqualified or even if the appointment was defective. Three years time limit is there for this. Repeals the old Companies Act (Cap. It is modern and incorporates fundamental changes in the concept and style of running of a company. Entry of your interest should be made in Interest Register. Company can supply goods to shareholders at a discounted price but it should be fair and reasonable to the company and shareholders. BW PCT Applicant’s Guide – National Phase – National Chapter – BW Page 3 (11 August 2016) SUMMARY Designated (or elected) Office SUMMARY BW . New member can buy the member's interest from the old member. Or new member can contribute and he and other members can agree on the new member's percentage of interest. Most of the amendments made, however, relate to a modernisation of the Act with wording amendments. A wide Between 2003 and 2007, Botswana consistently produced 30 million to 34 million carats, and it remains the world’s leading producer of gem-quality diamonds (see Figure 1 below). Public Service Act Ch. Private (called "Proprietary") and public limited companies are two most common business entities used in Botswana. Our services are always tailor-made starting from partner-level expectations pondering to delivery of expectations through client-specific engagement procedures. Consumer Affairs Phone and Map of Address: Gaborone, Gaborone G, Botswana, Botswana, Business Reviews, Consumer Complaints and Ratings for Companies & Businesses in Botswana. 1 By section 9 of General Laws Amendment Act, 2011 (No. 7 of 2007) contains the rules, procedures, accounting and reporting requirements for companies incorporated or registered in Sri Lanka. a. Bank of Botswana (Amendment) Act Banking Act 1995 Banking Act 1995 ... International Insurance Regulations 2007. ICLG - Mergers & Acquisitions Laws and Regulations - Botswana covers common issues in M&A laws and regulations, including relevant authorities and legislation, target defences, bidder protection, and mechanics of acquisition - in 56 jurisdictions. The Act replaces the Companies Act, 61 of 1973 and came into effect on 1 May 2011. Companies Act, No. Members' interest is a percentage. Auditor cannot be the secretary; sole director cannot be a secretary; insolvent person can't be a secretary. Private companies may remove a director by special resolution. 60, 2004, Act 18, 2006, Act 2, 2007, Act 2, 2015, S.I. %�쏢 But it does not affect any rights and obligations on shares. A company is able to buy back its shares or finance a person to buy its own share or reduce the shares, so long as solvency tests are performed and directors record their opinion that the company is solvent before making such decisions. Any articles or publications contained within this website are not intended to provide specific business or investment advice. If registered with no constitution, then first schedule is the constitution for proprietary limited companies. Board should approve the scheme. (g) not to compete with the company. Otherwise, he is liable for the difference and should pay it over to the other party. Subject to the constitution, interested director can attend the meeting, can sign the minutes, can vote and do anything as if he is not interested. The Namibian Companies Act (28) of 2004, amended 2011, contains a numberof provisions that will directly impact all companies, directors and officers. Ordinary resolution is enough for public companies but special resolution is necessary for private companies (subject to constitution). Generally, they have two kinds of duties. CC can make any payment to its members but after the payment is made the CC should be solvent. Every private and public company should have a secretary who is resident in Botswana. Where a public company does not have a constitution then the Companies Act itself is the constitution. Sinhala [PDF] Tamil [PDF] English [PDF] Sri Lanka Companies Act No 17 of 1982. Private company cannot have more than 25 members and it cannot make public offer to subscribe to shares or debenture. CC can only have natural human beings as members, meaning those who are both shareholders and directors, since a member in a CC can't be just any one of them. CC cannot give loans to members. A director having shares in a company, can buy and sell in shares at fair value - not less than fair value when selling and not more than fair value while buying. CIT is charged at a single flat rate of 22%. Fees payable under the Act (1) The fees payable to the Registrar, in terms of section 522 of the Act, shall be as set He and other Laws relating to companies, purchase, etc back from the of! ( GG 4595 ) Act Banking Act 1995... International Insurance Regulations 2007 Diamond Trading Co. to! Proprietary ) limited is a corner stone of the RSM network is an accounting... Members having 75 % Interests should agree for change of business or major.! A loss in accordance with the company financial statements 1 by section 9 of 2007 ( GG 3969 ) into. And key employees within Botswana, SUMMARY of Standards Issued/Adopted by the to... Act 2010 a shareholders ' meetings through resolutions of all the members of the provisions 2011 ( No is movable... 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