Business entities in Botswana

Business entities in Botswana

Healy Consultants offers our Clients the most favorable corporate structures in Botswana. There are several ways of doing business in Botswana, the most common being the setting up of a limited liability company (LLC). Entrepreneurs also have an option of establishing a public limited company (PLC). Alternatively, foreign companies have the option of setting up a branch or a representative office.

The Botswana limited liability company (LLC)

    setup requirements for foreigners
  • This is the most common type of business entity by foreign entrepreneurs when incorporating in Botswana. A Botswana LLC must appoint one director who must be a resident of Botswana, and one shareholder of any nationality. Minimum paid-up capital is not required and it takes approximately 48 days to complete the incorporation process;
  • The LLC must have a registered office in Botswana and must submit audited financial statements within five months of the year end and therefore must appoint a qualified company secretary. Healy Consultants will offer these services to our Client if required.

The Botswana public limited company (PLC)

  • This entity must appoint at least two directors and seven shareholders of any nationality who must be natural persons for incorporation to be complete. One of the directors must be a resident of Botswana and if required Healy Consultants will offer these services to our Client. Minimum paid up share capital is not required and the incorporation process takes approximately 80 days to complete;
  • The PLC must have a registered office in Botswana and must submit audited financial statements within five months of the year end and therefore must appoint an auditor in addition to the statutory company secretary required for all Botswana companies. Healy Consultants will offer these services to our Client if required.

The Botswana offshore company (IFSC company)

  • Incorporating an offshore company in Botswana requires i) to setup a Botswana company and then ii) to apply to the International Financial Services Center Authority for an IFSC certificate. Such company can henceforth be created with only i) 1 shareholder of any nationality and ii) 1 resident director. The authority will however ask for i) a documented descriptive of our Client’s current business ii) a business plan for the IFSC company and iii) an amount of share capital sufficient to finance the proposed business in Botswana;
  • The IFSC company will only be allowed to conduct commercial operations with non-residents, but may however conduct limited productive operations in Botswana including i) BPO and call centers ii) asset management and iii) bank and insurance activities. It will benefit from incentives including: i) a reduced corporate tax rate of 15% ii) no VAT iii) no capital gains tax and iv) no withholding tax.

The Botswana branch

The Botswana branch may be 100% foreign owned and is allowed to engage in business activities related to the parent company within Botswana. Only one shareholder and one director are required for incorporation of a branch in Botswana. However, the corporate tax rate for the branch is 30% thus making this the least efficient tax option for business incorporation in Botswana.

The Botswana representative office

The Botswana representative office is established solely for market research and promoting business of the parent company and is not allowed to pursue production-related or commercial activities.

Table of comparison between Botswana entities

 LLCPLCOffshore companyBranchRep Office
Also known as:LLCPLCIFSCBranchRep. office
How long to set the company up?10 weeks14 weeks16 weeks16 weeks16 weeks
How long to open company bank account?4 weeks4 weeks4 weeks5 weeks5 weeks
Legal liability?LimitedLimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYesYes
Minimum paid - up share capital?US$1US$1US$1US$1US$1
File annual tax return?YesYesYesYesNo
Tax registration certificate required?YesYesYesYesYes
Recommended corporate bank account?Standard Chartered BankBarclays BankFirst National Bank of BotswanaStanbic BankBank of Baroda
Does our Client need to travel?NoNoNoNoNo
Resident director required?YesYesYesYesNo
Resident shareholder required?NoNoNoNoNo
Minimum directors allowed?12111
Minimum shareholders?17111
Tax identification code needed?YesYesYesYesYes
Botswana resident company secretary required?YesYesYesYesNo
Corporate shareholders allowed?YesYesYesYesYes
Corporate director(s) allowed?NoNoNoNoYes
Botswana corporate tax rate?22%22%15%30%0%
Annual financial statements required?YesYesYesYesYes
Regulated by?Ministry of Trade and IndustryMinistry of Trade and IndustryInternational Financial Services CenterMinistry of Trade and IndustryMinistry of Trade and Industry
Allowed to issue sales invoices and sign contracts with non-residents?YesYesYesYesNo
Allowed to issue sales invoices and sign contracts with Botswana residents?YesYesNoYesNo
Allowed to import and export goods?YesYesYesYesNo
Can rent an office space in Botswana?YesYesYesYesYes
Can buy Botswana property?YesYesYesYesNo
Can own equity in other Botswana companies?YesYesNoYesNo
Total Botswana business setup costs in yr. 1?US$11,405US$12,505US$10,405US$13,600US$8,850
Subsequent annual costs (incl. accounting and tax fee)?US$3,430US$5,380US$3,430US$4,850US$3,600
Sample engagement invoice?Botswana LLC setup costBotswana PLC setup costBotswana rep office setup costBotswana branch setup costBotswana rep office setup cost

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Contact us

For additional information on our business setup services in Botswana, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Olivia Stanciu, directly:
client relationship officer - Olivia