As we return to our desks refreshed, re-energised, and ready to engage with the year ahead, one certainty awaits us all, Compliance. Compliance with the Companies Act, compliance with tax legislation, and compliance with the broader regulatory framework governing corporate entities in Botswana.

At RSM Botswana, our core mandate within Corporate Services and Company Secretarial Services is to ensure that our clients remain firmly on the right side of the law. This is not merely an administrative function, it is a critical governance responsibility that safeguards companies, directors, and shareholders against regulatory risk, financial penalties, and reputational damage.

Regulatory Developments in the Companies Act

Over the past year, Botswana has experienced notable amendments and increased enforcement under the Companies Act, with a strong emphasis on transparency, accountability, and corporate governance.

In particular, the Companies (Amendment) Act 2025 introduced mandatory compliance requirements relating to company constitutions and beneficial ownership disclosures.

Under Section 37 of the Companies Act, all companies, whether newly incorporated or already in existence, are required to adopt and file a compliant company constitution in the prescribed form. This requirement applies equally to companies that were re-registered following the amendments and companies that previously had constitutions in place will need to replace the old versions. 

In addition, Section 186A of the Companies Act, read together with the Financial Intelligence Act, requires companies to maintain accurate records of their beneficial owners and to notify the Registrar of Companies of any changes within the prescribed timeframe.

These requirements are no longer procedural formalities, they are enforceable statutory obligations applicable to all companies operating in Botswana, regardless of size or industry.

Why Beneficial Ownership and Constitutions Matter

The declaration of beneficial owners is a cornerstone of Botswana’s commitment to international best practices on anti-money laundering (AML), counter-terrorism financing (CTF), and corporate transparency. Regulators must be able to identify the natural persons who ultimately own or control a company, beyond nominee shareholders or complex corporate structures.

Equally important, a compliant company constitution is far more than a statutory formality. It defines the company’s internal governance framework, including the rights and obligations of shareholders, the powers and responsibilities of directors, and the rules governing decision-making. An outdated or non-compliant constitution exposes a company to governance disputes, operational uncertainty, and regulatory non-compliance.

RSM Botswana’s Approach to Compliance

At RSM Botswana, we treat these regulatory developments with the seriousness they deserve. We recognise that non-compliance, whether intentional or inadvertent, can lead to penalties, delays in regulatory approvals, restrictions on business activities, and increased scrutiny from regulatory authorities.

Our approach is therefore proactive rather than reactive. We work closely with our clients to:

  • Review and update company constitutions in line with the current Companies Act
  • Ensure accurate and timely declarations of beneficial ownership
  • Maintain statutory registers and regulatory filings
  • Provide ongoing compliance monitoring and advisory support

A Reminder and a Call to Action

This article serves both as a reminder and a practical guide. Compliance is not a once-off exercise, it is an ongoing statutory obligation. The “why” is simple: compliance protects your business, strengthens corporate governance, and supports long-term sustainability in an increasingly regulated environment.

Non-compliance with the Companies Act carries tangible and often underestimated business risks. Failure to file a compliant constitution or to submit accurate beneficial ownership information may result in:

  • Financial penalties and administrative fines imposed by the Registrar of Companies
  • Delays in regulatory approvals, including changes in directorship, shareholding, or company particulars
  • Restrictions on doing business, including challenges in opening or maintaining bank accounts
  • Heightened scrutiny from regulators and financial institutions, particularly under AML and CTF frameworks
  • Reputational damage, which may affect investor confidence, creditworthiness, and commercial relationships

In certain cases, persistent non-compliance may expose directors and officers to personal liability, particularly where statutory duties are knowingly neglected.

Compliance is not merely about meeting filing deadlines, it is about protecting the business from avoidable financial loss, operational disruption, and governance risk.

With regulatory enforcement continuing to intensify, early action is both a risk-mitigation strategy and a sound governance practice.

 

As we move forward into the year, RSM Botswana remains committed to supporting our clients in meeting their statutory obligations with confidence, accuracy, and professionalism.

Should you require assistance in reviewing your company’s compliance status, updating statutory records, or understanding your obligations under the Companies Act, our Corporate Services team is ready to assist.

Please contact our Corporate Services Manager: Ms Gaofenngwe Mahupe at Gaofenngwe.mahupe@rsm.co.bw

Important Reminder:

Existing companies are required to file their compliant company constitutions no later than the 15th of March 2026.

From your trusted Company Secretaries at RSM Botswana, we wish you a productive, compliant, and successful year ahead.