Botswana is widely recognized for its stable political environment, low corruption, and competitive tax regime, making it an attractive destination for foreign investment in Southern Africa.
The process for doing business generally involves company registration, obtaining licenses, and ensuring tax compliance.
1. Planning and Structure
The first step is to conduct thorough market research and choose the appropriate legal structure for your business.
Common Legal Entities:
- Private Company (Proprietary Limited – (Pty) Ltd): The most common structure for private businesses. It requires a minimum of one director who must be a resident of Botswana, and one shareholder (who can be of any nationality).
- Public Company (Limited – Ltd): Suitable for large companies that may offer shares to the public. Requires at least two resident directors.
- Business Name: Used for a Sole Proprietorship or Partnership.
2. Company Registration with CIPA
Company registration is handled by the Companies and Intellectual Property Authority (CIPA), which offers an Online Business Registration System (OBRS).
| Step | Action | Agency | Details |
| 1. Name Reservation | Propose and reserve a unique company name. | CIPA | You can check availability online. The name is reserved for 30 days once approved. |
| 2. Submit Incorporation Documents | Complete the required forms and submit supporting documents. | CIPA (Online) | Documents include: Limited Liability Company Registration Form (Form 2), Declaration of Compliance of Statutory Requirements (Form 3), copies of IDs/passports for directors and shareholders, and a company constitution. |
| 3. Obtain Certificate | Receive the Certificate of Incorporation. | CIPA | This officially establishes your company as a legal entity. |
| 4. Appoint Company Secretary | Appoint a company secretary who must be a legal practitioner, accountant, or hold a relevant professional certification. | N/A | This is a mandatory requirement. |
| 5. Beneficial Ownership | All companies must declare their ultimate natural person beneficial owners to CIPA. | CIPA | Required under the Financial Intelligence Act (FIA). |
3. Licensing, Tax, and Labor Compliance
After incorporation, you must register for tax and obtain specific licenses.
| Compliance Area | Action | Agency | Details |
| Licenses & Permits | Apply for the necessary business licenses. | Ministry of Trade and Industry (Industrial Affairs Dept.) or Local Council | Depending on your activity, you will need an Industrial License (for manufacturing) or a Trade License (for commercial activities). |
| Tax Registration | Apply for a Tax Identification Number (TIN). | Botswana Unified Revenue Service (BURS) | Required for all businesses to register for corporate tax and employee tax (PAYE). |
| VAT Registration | Register for Value Added Tax (VAT). | BURS | Mandatory if your annual turnover exceeds BWP 1,000,000. The standard VAT rate is 14%. |
| Corporate Bank Account | Open a corporate bank account in Botswana. | Commercial Bank | This is a prerequisite for tax registration. |
| Workplace Injury Insurance | Register employees for workplace injury insurance. | Licensed Insurer/Commissioner | Required under the Workers’ Compensation Act. |
| Work & Residence Permits | Obtain the necessary permits for expatriate staff. | Ministry of Labour and Home Affairs | Non-citizens require work and residence permits to be employed or to conduct business in Botswana. |
4. Key Financial and Regulatory Environment
- Corporate Tax Rate: The standard corporate tax rate is 22%. A reduced rate of 15% applies to approved manufacturing companies and companies operating in the International Financial Services Centre (IFSC).
- Foreign Ownership: Botswana generally allows 100% foreign ownership of businesses with no foreign exchange controls or restrictions on the repatriation of profits and dividends.
- Incentives: The government offers incentives to investors, particularly in the manufacturing, financial services, and Special Economic Zones (SEZs). These can include reduced corporate tax and duty-free import of machinery.
5. Investment Support
The Botswana Investment and Trade Centre (BITC) acts as a one-stop shop to assist investors with setting up a business, finding a location, and navigating various government procedures. BITC’s focus is on attracting investments that promote economic diversification and job creation.
Note: While the process has been streamlined, especially with online registration, it is highly recommended to engage a local legal, accounting, or professional corporate service firm to ensure full compliance with the residency requirements, beneficial ownership declarations, and all licensing and tax laws.