Application form for shares to be attached to prospectus. Doing business the project, launched in 2002, looks at domestic small and mediumsize companies and measures the regulations applying to them through their life cycle. The act provides the minister of trade and industry with as stated above, the act requires public companies and. Nov 12, 2018 changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint. Payment of a filing fee, subject to a credit for any amount previously paid to reserve the companys name. This was reported by the minister of health and wellness dr lemogang kwape during the extra ordinary meeting of parliament on the covid19 pandemic. This was reported by the minister of health and wellness dr lemogang kwape during the extra ordinary meeting of.
Supplement a botswana government gazette dated 10th september, 2004 companies act, 2003 no. Meaning of solvency test stated capital meaning of holding company and subsidiary definition of control certain matters to be disregarded. Solvency solvency is a corner stone of the botswana companies act. These regulations may be cited as the companies forms regulations. Information in this form must be either typed or handwritten in block letters. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, malaysia, new zealand, south africa and the united kingdom in relation to company law. The office is the sole place where one may obtain information about these entities. An act to repeal and replace the employment act in order to amend the law relating to employment, to make comprehensive provision therefor and to provide for matters incidental thereto and connected therewith. Companies act 1997 form 22 section 2151 annual return company number. Declaration of compliance of statutory requirements form 3. Application for incorporation as a private company limited by shares section 6 note. However, it is bound by its acts even if they are contrary to restrictions in its. The penalty for noncompliance to this provision of the act is removal of the company from the register.
Companies form 2 application for incorporation as a private company limited by shares section 6 note. Owned companies in botswana the following companies are wholly or majorityowned by a u. Companies amendment act 9 of 2007 act to provide for the incorporation, management and liquidation of companies. Solvency is a corner stone of the botswana companies act. Form 2 consent and certificate of director or directors of proposed company author. Introduction the new companies act commenced on the 3rd july 2007. Botswana institute of chartered accountants bica legal practitioner botswana association of company secretaries bacs association of business consultants of botswana abcb other please specify i consent to act as a secretary of the above proposed company and certify that i am not disqualified from being appointed as a secretary of a company. This form must be accompanied by the consent to act as shareholders, directors, auditors, company secretary and registered. An act to consolidate and amend the laws in force in zimbabwe relating to the constitution, in corporation, registration, management, administration and winding up of companies and other associations, and for other purposes incidental thereto. A cooperative company may, with the permission of the minister, and subject to such conditions as he may from time to time impose, form one or more subsidiary cooperative companies or acquire one or more co operative companies as its subsidiary cooperative companies. Of an amount equal to the fee for name reservation, if the company elects to be known by its registration number alone.
Private companies need not keep interests register. It has the capacity to enter any business, unless restricted by its articles section 22. The companies act was introduced in parliament during 2008 and published for general. Bw pct applicants guide national phase national chapter bw page 3.
The companies act provides a simplified framework for the incorporation of companies and other legal entities like close corporations and imposes strict obligations on corporate governance. Short title this act may be cited as the employment act. Information on the most common form is obtained from incorporation lawyers or the. The companies act audit requirement and other matters. Form 2 consent and certificate of director or directors of. Companies act 1993 no 105 as at 12 november 2018, public. Aon corporation chicago, il aon botswana is the largest insurance brokerage firm in the country with more than 100 employees. Nominal amount amount paid or due and payable on allotment class of. For guidance, the developers looked to south african company law for the 21st century.
Changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint. Where there is insufficient space on the form to supply the information required, annexe a separate sheet in. Private called proprietary and public limited companies are two most common business entities used in botswana. Superiority ofact part ii incorporation and registration of companies 6. Arrangement of sections chapter 1 interpretation and application of act 1 definitions 2 general application of act 3 application of act restricted chapter 2 administration of act part 1. Recovery of consideration if any money or valuable consideration has been paid in the course of a controlled transaction that becomes void by virtue of section 31, or under any agreement that becomes. Companies act 1997 form 1 section 1a application for registration of a company note. The ultimate goal in repealing the companies act, no. Alterations of articles increasing liability to contribute to share capital. Form stk 2 zip 635 kb form stk 2 zip 208 kb one person company application for conversion. This application is for a private company with share capital section 17.
Owned companies in botswana registered, and have offices. Companies act 28 of 2004 gg 3362 brought into force on. Form 2 consent and certificate of director or directors of proposed company keywords. Pursuant to section 217 of the companies amendment act 2018, all registered companies are required to submit company returns annually on their original month of incorporation. As are common with private limited companies, their shares cant be freely transferred and such companies may not seek funds publicly. Modified application with respect to nonprofit companies chapter 2 formation, administration and dissolution of companies part a reservation and registration of company names 11. The companies act in this act referred to as the act is. General provisions as to contents and form of accounts. Form of proxy the shareholder form of proxy in respect of the egm, incorporated into this circular as annexure 2. In case of a business, name registration form rbn 2 should be completed and submitted with a copy of the applicants identity document and p150. Liquidator to give security, and to choose a domicilium within botswana. It is modern and incorporates fundamental changes in the concept and style of running of a company. Section 162 of the act is amended in a subsection 3, by substituting for the words botswana institute of.
It may not have more than 50 shareholders section 16. Registration is the most commonly used means of forming a company and virtually the only method now used to form a. Companies and intellectual property authority cipa botswana bw summary of requirements for. Most of the amendments made, however, relate to a modernisation of the act with wording amendments, from south west africa to namibia, to remove gender bias, to include namibian legislation. An application under section 20 2 of the act to vary an order made thereunder as to the distribution of compensation shall be in the form set out in the sixth schedule. Commissioner general has the same meaning assigned to it in the botswana unified revenue service act.
Form 2 consent and certificate of director or directors. Limited liability company registration form form 2. This form must be accompanied by the consent to act as shareholders, directors, auditors, company secretary and registered officers, along with copies of their national ids or passports. Application by company to roc for removing its name from register of companies. Incorporated under the companies act in the republic of botswana. 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. Obligation to lay group accounts before holding company 116. Subsidiary legislation index to subsidiary legislation botswana barbados double taxation avoidance agreement order botswana france double taxation avoidance agreement order botswana india double taxation avoidance agreement order botswana namibia double taxation accordance agreement order. Interpretation in this act, unless the context otherwise requires. Signed by the president as amended by act to provide for. New zealand companies office ministry of business innovation and employment subject. It administers the companies act 2001, the business registration act 2002, the insolvency act 2009,the limited partnerships act 2011 and the foundations act 2012. In this act, unless the context otherwise requires. 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.
Prescribed forms 1 an application for a reservation of the name of a company in terms of section 32 2 of the act shall be in form 1 as set out in the schedule. Corporate and business registration department home. To provide for the incorporation, management and liquidation of companies. Two shareholders are required and one may be a nominee for the other. General provisions as to contents and form of accounts 114. Fees payable under the act 1 the fees payable to the registrar, in terms of section 522 of the act, shall be as set out in table 1 contained in the schedule. This act may be cited as the companies act chapter 24. Under the workers compensation act, companies must provide their employees with. Short title this act may be cited as the value added tax act. Consent and certificate of director or directors of proposed company. General application of act except as otherwise expressly provided in this act, the provisions of this act. An act to provide for the imposition of a value added tax, its administration and matters incidental thereto. Meaning of holding company and subsidiary 1 in this section and in sections 7 and 8, the expression company includes a corporation. This application must be accompanied by a copy of the notice issued by the registrar confirming reservation of.
The corporate and business registration department has the following main functions. Profit and loss account and balance sheet and financial year of holding company and subsidiary 1. Form 2 consent and certificate of director or directors of proposed company created date. The namibian companies act, act 28 of 2004 the act contains a number of provisions that will directly impact all companies, directors and officers. The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament. Note 4 at the end of this reprint provides a list of the amendments incorporated. Brief summary of botswana companies act rsm botswana. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. Payment of a filing fee, unless it is the first such filing by a preexisting company, as contemplated in schedule 5, item 42. Act, the water act and the mineral rights in tribal territories act includes any interest in land and anything which is either arti ficially or naturally attached to the land and which, by operation of the common law, accedes to it. Modified application with respect to stateowned companies 10. In addition, the regulations, which provide for both activity and size criteria to determine whether or not companies require audited financial statements, require any company.
Form of acknowledgement the acknowledgement to be provided by the commissioner in respect of any money. Registrar of companies part ii incorporation of companies and matters incidental thereto. Applications for registration or exemption from registration of societies 7. It should be noted that reservations businesscompany names are only valid for 30 days and only valid reservations are accepted for businesscompany registrations. Form ndh 2 zip 777 kb form ndh 2 zip 464 kb approval services registrar of companies e form with instruction kit. Formation of a company nonresidents may hold shares in a botswana company. Refer the relevant provisions of the companies act, 1956 and rules made there under with respect to the matter dealt in this eform please note the following you can file this form with different event dates date of allotment if these dates are within 30 days of the filing date. Botswana region subsaharan africa income category upper middle income population 2,254,126 city covered gaborone 87 db rank db score 66.
Companies act, unless the majority of all classes of shares in such company are beneficially owned by individuals who are citizens of botswana. This act is administered by the ministry of business, innovation, and employment. Company and business name registration go botswana. The privatised public utilities have been incorporated as registered companies. Companies act, 2011 lesotho legal information institute. Provisions which apply to a company limited by guarantee. Meaning of holding company, subsidiary and wholly owned subsidiary 115. An act to consolidate and amend the laws in force in zimbabwe relating to the constitution, i n corporation, registration, management, administration and winding up of companies and other associations, and for other purposes incidental thereto.
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