Corporate Service

Our team of well-qualified, experienced, responsive and dedicated professionals are committed to effectively performing and meeting statutory and internal deadlines. We provide holistic guidance and take you through the entire process of doing business in Botswana.

Statutory company secretarial compliance and consulting

Monitoring and drafting procedures that allow for compliance with relevant regulatory and legal requirements. The role of a company secretary is an important support function to the Board, which involves providing guidance to the directors regarding their duties and responsibilities to ensure compliance with legislation relevant to the company.

• Form and set up of various types of companies and assist with opening bank accounts.
• Carry out all the duties of company secretaries required for any company registered in Botswana.
• Maintain the registered office of the company, safekeep and update all statutory records of the company as required by the Companies Act.
• Advise the Chairman and the members of the board about their responsibilities and duties.
• Prepare annual returns of the company to be filed with the Company and Intellectual Property Authority (CIPA).
• Submit financial statements and annual reports of public and listed companies to CIPA.
• Process de-registration of companies before CIPA.
• Maintain the directors’ interest register and register of charges.
• Assist with procedural formalities for the amalgamation of two or more companies, reduction of stated capital, purchase of its own shares by a company, issue of shares of variable rights, conversion of companies, etc.
• Register trademarks and patents.

Board secretarial

Our role includes:

• Draft notice of agenda and other relevant documents related to general / board meetings
• Attend board meetings as minute secretaries
• Record and maintain minutes, and
• Attend to matters arising from the minutes.

Transfer secretarial agents

We assist clients with listing on the Botswana Stock Exchange (BSE), using a sophisticated software which enables us to provide immediate assistance to various stakeholders in the industry to achieve commercial efficiency by making the best use of our resources. We also use advanced technology to aptly serve as bond / trustees / calculation agents to our clients. Our role includes:

• Assist with meeting prelisting requirements, attend working party meetings prior to listing, assist with preparation of draft share certificates, liaise with BSE regarding issues of physical certificates and subsequent demitting of the listed securities.
• Attend to queries from interested applicants, maintain the statutory documents for inspection and assist interested parties with the inspection of statutory documents.
• Receive subscription from shareholders, issue and allot shares, list on the BSE main board and venture capital, and subsequently demat listed securities - CSD.
• Maintain register for shareholders with respective ledger accounts for individual shareholders.
• Provide information to shareholders, stockbrokers, asset managers and BSE whenever required.
• Process and print monthly list of shareholders for the company, asset managers, stockbrokers and BSE.
• Print duplicate share certificates in accordance with prescribed procedures upon request.
• Process and distribute dividends.
• Maintain dividend accounts
• Execute any corporate action (payment of dividend, rights issue etc) so as to take into account the rights and obligations of shareholders who hold uncertificated securities in the CSDB as a consequence of a deposit, transfer, purchase, sale or withdrawal of uncertificated securities.

Corporate governance review 

Most organisations in Botswana are in the process of fully implementing King III or IV code of corporate governance. An apply or explain based code requires organisations to report on whether it has applied the principles set out in the King Code & all requisite disclosures, extent of compliance and reasons for non-compliance with specific sections of the code (if any). We assist companies and stakeholders identify and implement the right corporate governance frameworks, and monitoring board effectiveness through survey/ interview, assess composition, review proceedings and its contribution.

Our role includes:

• Assist the board of directors to prepare or update board charters, and provide advice to the board regarding various matters as per the requirements of the board and committee charters, and in line with corporate governance practices
• Assist various Board and sub-committees to ensure compliance with the requirements of corporate governance as stipulated by the Companies Act and BSE rules and regulations.
• Conduct a board evaluation.
• King 3 / King 4 presentations.
• King 3 / King 4 gap analysis and compliance.

Business consulting

Compliance with regulatory requirements, obtaining relevant licenses, registration with local governing authorities, obtaining legal residential status for representatives of the company, and assisting companies to set up and do business in Botswana. Business consultancy is an important support function to a company’s management, providing guidance to the directors regarding the relevant Trade Act (manufacturing and trade licenses), Employment Act and other Labour Laws (work and residence permits) to ensure compliance with legislations relevant to the company, from initial set up of operations and at every stage of the organisation’s growth.

• Market entry: We advise new foreign investors on efficient tax structures. We also provide advisory services on governance, tax and regulations for business structures in Botswana. Our experience allows you to consider all the options and set up a corporate structure that meets both operational and tax efficiency requirements.
• Obtain work and residence permits for expatriate employees and self-employed directors. Provide guidance on type of relevant license and assist you to obtain the same.
• Assist with arranging health inspections, and compiling all the documentation and information to be submitted towards the license application.
• Attend licensing committee meeting on your behalf.
• Register your company with Public Procurement and Asset Disposal Board (PPADB).