Business entities in Botswana in 2022

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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)

  • 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

  LLC PLC Offshore company Branch Rep Office
Also known as: LLC PLC IFSC Branch Rep. office
How long to set the company up? 10 weeks 14 weeks 16 weeks 16 weeks 16 weeks
How long to open company bank account? 4 weeks 4 weeks 4 weeks 5 weeks 5 weeks
Legal liability? Limited Limited Limited Unlimited Unlimited
Wholly foreign owned? Yes Yes Yes Yes Yes
Minimum paid - up share capital? US$1 US$1 US$1 US$1 US$1
File annual tax return? Yes Yes Yes Yes No
Tax registration certificate required? Yes Yes Yes Yes Yes
Recommended corporate bank account? Standard Chartered Bank Barclays Bank First National Bank of Botswana Stanbic Bank Bank of Baroda
Does our Client need to travel? No No No No No
Resident director required? Yes Yes Yes Yes No
Resident shareholder required? No No No No No
Minimum directors allowed? 1 2 1 1 1
Minimum shareholders? 1 7 1 1 1
Tax identification code needed? Yes Yes Yes Yes Yes
Botswana resident company secretary required? Yes Yes Yes Yes No
Corporate shareholders allowed? Yes Yes Yes Yes Yes
Corporate director(s) allowed? No No No No Yes
Botswana corporate tax rate? 22% 22% 15% 30% 0%
Annual financial statements required? Yes Yes Yes Yes Yes
Regulated by? Ministry of Trade and Industry Ministry of Trade and Industry International Financial Services Center Ministry of Trade and Industry Ministry of Trade and Industry
Allowed to issue sales invoices and sign contracts with non-residents? Yes Yes Yes Yes No
Allowed to issue sales invoices and sign contracts with Botswana residents? Yes Yes No Yes No
Allowed to import and export goods? Yes Yes Yes Yes No
Can rent an office space in Botswana? Yes Yes Yes Yes Yes
Can buy Botswana property? Yes Yes Yes Yes No
Can own equity in other Botswana companies? Yes Yes No Yes No
Total Botswana business setup costs in yr. 1? US$23,455 US$13,505 US$11,405 US$15,600 US$9,850
Subsequent annual costs (incl. accounting and tax fee)? US$14,730 US$5,380 US$3,430 US$4,850 US$3,600
Sample engagement invoice? View invoice PDF View invoice PDF View invoice PDF View invoice PDF View invoice PDF

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Contact us

For additional information on our business setup services in Botswana, please contact our in-house country expert, Mr. Seth Ochieng, directly:
Director of Client Engagements - Seth
  • Mr. Seth Ochieng
  • Director of Client Engagements
  • Contact me!