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1.1.1. Main Forms of Doing Business

Botswana provides several business forms for investors, of which the main forms include:

  • Company (LLC, PLC)
  • Offshore Company (IFSC Company)
  • Foreign Business (Subsidiary, Branch and Representative office)

Company

Companies can be formed either as Limited Liability Company (LLC) or as Public Limited Company (PLC).

The key aspects of an LLC include:

  • Can be formed by 1 shareholder of any nationality
  • No minimum capital requirement.
  • Minimum 1 resident director is required
  • Mandatory requirement of registered office in Botswana
  • Filing of the audited financial statement within five months of year-end is mandatory
  • Mandatory requirement of a Company Secretary & Statutory Auditor

The key aspects of a PLC include:

  • Minimum 2 directors and 7 shareholders (natural persons) of any nationality are required
  • Shareholders liability is limited to their contribution to the company.
  • Minimum 1 resident director is required
  • No minimum capital requirement.
  • Mandatory requirement of registered office in Botswana
  • Filing of the audited financial statement within five months of year-end is mandatory
  • Mandatory requirement of a Company Secretary & Statutory Auditor

Offshore Company

A Company can become Offshore Company by applying for a certificate for classifying as IFSC company to IFSC Authority. The companies holding IFSC certificates may engage in commercial operations with non-residents and limited operations within the country, like operating BPO and call centers; asset management; bank and insurance activities.

The key aspects of an Offshore Company include:

  • Minimum one shareholder of any nationality and one resident director
  • Capital requirement sufficient to finance the proposed business, as prescribed by the authority
  • Requirement of a Company Secretary

Foreign Business (Subsidiary, Branch and Representative Office)

Foreign companies may conduct business in Botswana by setting up a subsidiary, branch office or a representative office in Botswana.

For setting up a subsidiary, there are no nationality or residence requirements for shareholders. Companies may be 100% foreign-owned subject to certain types of businesses, which are reserved for Botswana citizens, or for companies that are majority-owned by Botswana citizens.

A branch office is an extension of its parent entity and is not considered as a separate legal entity. A branch office can be incorporated by a minimum one resident director. The liabilities of a branch office extend to its parent entity.

A representative office does not have any legal status and cannot engage in commercial activities. A representative office can be incorporated by a minimum one director. Director can be a corporate entity. A representative office is permitted to carry out market research and business promotion for the parent entity.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references: