February 08, 2025
Register a Limited Liability Company (LLC) in Botswana
Botswana, officially known as the Republic of Botswana, is a landlocked country located in the southern part of the African continent. It shares borders with South Africa to the south, Namibia to the west and north, and Zimbabwe to the northeast. Botswana has established itself as an attractive business destination, particularly for foreign investors. The country’s economy is primarily driven by mining, cattle farming, and tourism.
Types of Companies in Botswana
Before registering a business, it is essential to understand the types of companies that can be incorporated in Botswana:
- Sole Proprietorship
A sole proprietorship is a business structure where one individual owns and manages the company. This is the simplest form of business in Botswana but does not provide limited liability protection.
- Partnership
There are two types of partnerships in Botswana: general partnerships and limited partnerships. Both require at least two shareholders, with liability shared according to the partnership agreement.
- Limited Liability Company (LLC)
The LLC is the most common structure for foreign investors. It is required to have at least one resident director for a private company, and at least two for a public company.
- Close Company
In a close company, there are no directors or shareholders. Instead, the company is owned by members who have limited liability.
- Company Limited by Guarantee
Typically used for non-profit organizations, this type of company requires members to agree to pay a certain amount if the company goes bankrupt.
- Branch Office
A branch office may be 100% foreign-owned and is allowed to conduct business related to the parent company. It must have at least one director and one shareholder.
Steps to Register a Limited Liability Company in Botswana
Step 1: Name Reservation
The first step in the registration process is to select a company name. Foreign investors must submit three proposed names to the Companies and Intellectual Property Authority (CIPA). The name search can be done online via the Ministry of Trade and Industry’s database. The name is reserved for 30 days upon approval, which is typically granted within three days.
Step 2: Prepare Required Documents
To proceed with the company registration, the following documents are required:
- A completed Formation of a Company form;
- Consent forms for shareholders, directors, auditors, and company secretaries;
- National ID or passport copies for shareholders and directors;
- A signed Declaration of Compliance with statutory requirements, notarized by a Commissioner of Oaths;
- A company secretary’s practicing license if applicable.
Step 3: Company Registration
After preparing the necessary documents, the application is submitted to the Registrar of Companies at the Ministry of Trade and Industry. This registration process roughly takes 6 to 8 days.
Step 4: Premises Inspection
The business premises will be inspected by the relevant authorities to ensure compliance with local regulations. This includes inspections from the Industrial Affairs Department, Ministry of Trade and Industry (MTI), as well as the Health and Environment Departments. This process takes approximately 7 days.
Step 5: Obtain Licenses
Depending on the business type, an Industrial License or Trade License from the City Council may be required.
Step 6: Open a Bank Account
A bank account must be opened in Botswana to conduct business operations. The bank account is necessary to obtain a Tax Identification Number (TIN). Opening a bank account typically takes one day.
Step 7: Tax Registration
After opening the bank account, the company must apply for a Tax Identification Number (TIN) with the Botswana Revenue Service (BURS). Additionally, the company must register employees in the Pay-As-You-Earn (PAYE) tax system. This process takes about 7 days.
Step 8: Register for VAT
If the company’s taxable income exceeds the threshold, registration for Value Added Tax (VAT) is required with the Department of Customs and Excise. This process takes around 7 days.
Step 9: Workplace Injury Insurance
The company must register employees for Workplace Injury Insurance with any licensed insurance company. This process takes approximately 2 days.
Key Considerations for Foreign Investors
Resident Director Requirement
Foreign investors establishing an LLC in Botswana must appoint at least one resident director for a private company, and at least two resident directors for a public company. This ensures compliance with local governance regulations.
Language and Currency
English is the official language in Botswana, making it easy for English-speaking investors to communicate. The local currency is the Botswana Pula (BWP), which is stable and widely accepted.
Taxation and Incentives
Botswana offers attractive tax incentives for foreign investors. The corporate tax rate is competitive, and the country’s government continues to seek ways to encourage foreign investment. In addition, Botswana’s stable macroeconomic environment and business-friendly policies make it a strategic choice for investors looking to expand in Southern Africa.
Conclusion: A Favorable Business Environment
Botswana stands out as one of the most business-friendly countries in Africa. Its stable political environment, low corruption rates, and transparent regulatory systems make it an ideal destination for foreign investors. The ease of registering a company, the low tax rates, and the overall supportive infrastructure ensure that Botswana remains an attractive option for establishing business ventures in Southern Africa.
With a well-defined process for company registration and the commitment to fostering foreign investments, Botswana provides a solid foundation for entrepreneurs to succeed in a growing and dynamic market.
For more information or queries, please email us at
[email protected]
Key Contact
Surendra Singh Chandrawat
Managing Partner
