Botswana made setting up deliberately easy, and then drew a firm line around who may do what.
Company registration is handled online by the Companies and Intellectual Property Authority, which administers the Companies Act for incorporation and post-incorporation returns, and the Registration of Business Names Act for business names.
Licensing changed materially under the Trade Act 2019, in force from June 2020. It abolished the Licensing Committees and decentralised issuance to Town and District Councils, which now issue licences and registration certificates over the counter. Applications are processed in five working days.
The constraint that matters most to a foreign investor is not process, it is scope. A set of licence categories is reserved for citizens of Botswana or companies wholly owned by citizens. Where an activity is reserved, a joint venture may participate provided Batswana retain a minimum of 51 percent of the venture. Establishing whether your activity is reserved is the first question, not the last.
Registering the company at CIPA
CIPA is Botswana's registrar of companies, a government parastatal formed on 25 March 2011 with its head office in Gaborone, operating under the trade ministry. It is mandated to register businesses and protect intellectual property rights, administering the Companies Act for the incorporation of companies and post-incorporation returns, and the Registration of Business Names Act for business names and post-registration notices.
Registration is done online. That is a genuine advantage over several neighbouring jurisdictions and it means incorporation is rarely the constraint on a Botswana project.
Two obligations follow incorporation and are easy to neglect: annual returns to the Companies Registry, and keeping registered particulars current. Annual returns are among the documents a trade licence application requires, so a company that has fallen behind on returns cannot license or renew until it catches up.
CIPA is at Plot 54358 Block A, Prime Plaza, CBD, Gaborone.
The trade licence, and the activities reserved for citizens
Botswana operates 46 types of trade licence, covering retail (general dealer, supermarket, bookshop, toy shop), services (car wash, hair or beauty parlour, dry-cleaning, laundromat), specialised activities (pharmacy, petrol filling station, auctioneer's, funeral parlour) and industrial categories (workshop, hardware, plant hire service).
A subset is reserved for citizens of Botswana or for companies wholly owned by citizens. Reported categories include: agent's licence, auctioneer's, car wash, cleaning services, curio shop, dry-clean depot, florist, fresh produce, funeral parlour, general dealer, general hire service, hair or beauty parlour, internet cafe, laundromat, copy shop, cellphone shop, takeaway, and pre-owned motor dealer.
Separately, the Liquor Act 2003 reserved four licences for citizens: bar liquor, discotheque or night club liquor, liquor depot and bottle store.
The Act provides that ownership of certain trades or business activities be reserved to citizens or wholly citizen-owned companies as prescribed by the Minister of Trade and Entrepreneurship. Because the schedule is set by ministerial prescription, it can change, and it should be confirmed for your specific activity rather than assumed from a list.
The 51 percent joint venture route
Reservation is not an absolute bar, and this is the most commercially important thing on this page for a foreign business.
Joint ventures may be allowed to participate in reserved businesses provided Batswana retain a minimum ownership of 51 percent of the joint venture.
That turns a closed door into a structuring question. If your target activity is reserved, the options are:
- Form a joint venture at 51 percent or more Batswana ownership. The venture can then hold the reserved licence. The commercial terms, control rights and exit arrangements are what need careful work.
- Move up or across the value chain. Many reserved categories are retail and consumer services. Wholesale, manufacturing, industrial and professional activities are generally not reserved, and are often the better business anyway.
- Supply rather than operate. Supplying reserved operators can be a larger and less constrained market than becoming one.
The mistake to avoid is structuring a nominal arrangement that puts a citizen shareholder on paper without real participation. That is not what the policy contemplates, it puts the licence at risk, and it creates a partner with 51 percent of a business who did not agree to be a figurehead.
Note the contrast with the region: Botswana reserves a defined list of mostly consumer-facing categories while expressly allowing a 51 percent joint venture route, where Lesotho reserves small scale manufacturing to its citizens outright. A regional structure has to be designed country by country.
What the application requires
Applications go to the commercial affairs office of your Town or District Council. Under the Trade Act 2019 there is no Licensing Committee to wait for: the licence and registration certificate are issued over the counter, and a registration certificate should be acquired within 30 days of business commencement.
Two of the required documents are obtained from other offices and are the usual cause of delay:
Tax, and keeping the licence
Tax is administered by the Botswana Unified Revenue Service, which handles both tax and customs. Registration with BURS is a foundation for everything else: trade, public procurement, and any sector licence application will assume it.
On renewal, the licence is renewed annually with submission and payment on or before the licence anniversary date. That is a date to diarise, because a lapsed licence interrupts trading and, for anyone bidding for public work, breaks the compliance position that tender eligibility depends on.
Where the business is industrial rather than trading, a separate industrial licence applies under the Industrial Development Act 2019, also administered through the Ministry of Trade and Entrepreneurship.
And for any activity that is a prescribed activity under the Environmental Assessment Act 2011, remember that section 5(1) prevents a licensing authority from issuing a licence until environmental authorisation has been issued. See environmental compliance.
What Insika does on business set-up
- Activity and reservation screening. Establishing whether your intended activity is reserved, and what that means for structure, before any money moves.
- Structure design. Including joint venture structuring where a reserved category is the target, with terms that work commercially rather than only on paper.
- CIPA registration. Incorporation, business names, and getting annual returns current where a company has fallen behind.
- Licence applications. Prepared for the correct Council, with the zoning and environmental health reports obtained in parallel rather than in series.
- Tax registration. With BURS.
- Sector licensing. Identifying what your industry adds on top, whether that is mining, petroleum, energy, health or financial services.
Official sources
This guide is based on the current rules published by the relevant Botswana authorities. Always confirm the latest fees and requirements with the office that applies to you.