How to Register a Company Limited by Guarantee on the OBRS in Botswana

Learn how to register a company limited by guarantee on the Botswana OBRS, including requirements, constitution, directors, beneficial ownership, fees, registration steps and post-registration compliance.

Registering a company limited by guarantee in Botswana is an important step for organisations that want to operate through a formal corporate structure without relying on traditional share ownership. This structure is particularly relevant to organisations established for non-profit, community, social, educational, charitable, professional, cultural, religious or other public-benefit purposes.

The registration process is administered by the Companies and Intellectual Property Authority (CIPA) through the Online Business Registration System (OBRS). Botswana’s OBRS was introduced to make company registration faster, more accessible and more efficient, allowing applicants to manage many registration and post-registration activities online. You can also explore the wider Botswana business registration resources for information about other business structures and registration procedures.

A company limited by guarantee is different from a private company, public company or close company. Instead of shareholders holding shares, the members undertake to contribute a specified amount to the company’s assets if the company is wound up. This makes the structure particularly useful where the organisation’s primary purpose is not to distribute profits to members.

This guide explains how to approach the registration of a company limited by guarantee on the Botswana OBRS, what information and documents you should prepare, the importance of the constitution, the applicable registration costs, and what you should consider after incorporation.

What Is a Company Limited by Guarantee in Botswana?

A company limited by guarantee is a company where members agree to contribute a predetermined amount to the assets of the company if it is wound up.

Unlike a conventional company limited by shares, the organisation is not fundamentally structured around shareholders investing capital in exchange for shares.

This distinction makes a company limited by guarantee suitable for organisations whose objectives may include:

• Charitable activities
• Community development
• Education and training
• Social development
• Religious activities
• Professional associations
• Cultural activities
• Sports and recreational activities
• Public-benefit projects
• Non-profit initiatives
• Research and advocacy
• Industry or membership associations

The exact suitability of the structure depends on the organisation’s proposed activities and objectives. An organisation should therefore think carefully about its intended purpose before beginning the registration process.

Company Limited by Guarantee vs Company Limited by Shares

The simplest way to understand the difference is to look at what the members are committing to.

In a company limited by shares, members normally hold shares representing their ownership interest in the company.

In a company limited by guarantee, members do not hold shares in the same way. Instead, they provide a guarantee that they will contribute an agreed amount if the company is wound up.

This means that the guarantee is an important part of the company’s legal structure.

What Is the OBRS in Botswana?

The Online Business Registration System (OBRS) is CIPA’s online platform for business and company registration and related corporate filings.

The system was launched in 2019 as part of Botswana’s business registry reform programme, with the objective of improving the speed, cost and accuracy of business registration.

Applicants using the OBRS need to create a user profile. CIPA indicates that a user profile requires an active email address and active mobile number, after which login credentials are created for accessing the system. For a step-by-step explanation, see how to create an individual profile on the OBRS or, where an organisation profile is appropriate, how to create an organisation profile on the OBRS.

This is important because registering a company is not simply a matter of submitting a form. The applicant also needs to manage the company through the online system after registration.

Before You Register: Prepare Your Information

One of the best ways to avoid delays is to prepare the necessary information before starting the OBRS application.

You should have a clear idea of:

1. The proposed company name
2. The company’s objectives
3. The company’s registered office
4. The principal place of business
5. The directors
6. The company secretary, where applicable
7. The members
8. The amount guaranteed by members
9. The company’s constitution
10. Beneficial ownership information
11. Contact details
12. Any supporting documents required by CIPA

The more accurately this information is prepared, the easier it will be to complete the online application.

Step 1: Create an OBRS Account

The first step is to access the CIPA Online Business Registration System and create a user profile if you do not already have one.

Your profile is important because it becomes the account through which you interact with the registration system.

CIPA’s OBRS guidance states that users require an active email address and mobile number when creating their profiles.

Make sure that:

• Your email address is active.
• Your mobile number is accessible.
• Your personal information is entered accurately.
• You keep your login details secure.
• You use your own OBRS credentials rather than sharing them unnecessarily.

This becomes particularly important after registration because authorised users can perform company-related activities on the system. If your details later change, you can follow a guide on how to change profile details on the OBRS, while changing your OBRS password can help maintain account security.

Step 2: Decide on the Company Name

Before submitting the full registration application, you need to determine the proposed name of the company.

Your proposed name should be appropriate for the organisation and should not create unnecessary confusion with an existing registered entity.

It is advisable to have alternative names available in case your preferred name cannot be registered.

For applicants who want to secure their preferred name before proceeding, a separate guide explains how to reserve a company name on the OBRS.

Why Name Selection Matters

Choosing a name is more than simply finding something that sounds professional.

The name will appear on:

• The company’s registration documents
• Contracts
• Bank records
• Invoices
• Government correspondence
• Websites
• Marketing materials
• Tax and compliance records

A good company name should therefore be distinctive, appropriate for the organisation’s activities and suitable for long-term use.

CIPA’s published OBRS fee schedule lists a separate fee for reserving a company name. The published schedule shows an online fee of P20 and a CIPA fee of P60 for company-name reservation.

Because government fees and procedures can change, applicants should verify the amount displayed on the OBRS before making payment.

Step 3: Define the Company’s Objectives

A company limited by guarantee should have clearly defined objectives.

This is particularly important for organisations established for charitable, community, educational, religious, social or other non-commercial purposes.

Your objectives should explain why the organisation exists and what it intends to achieve.

For example, an organisation established for youth development could have objectives relating to:

• Youth education
• Skills development
• Entrepreneurship
• Employment preparation
• Community programmes
• Mentorship
• Training
• Research and development

Avoid writing objectives that are unnecessarily vague.

At the same time, avoid restricting the company so narrowly that it cannot reasonably undertake activities connected to its core purpose.

A carefully drafted constitution and objectives can give the organisation room to operate while maintaining a clear legal purpose.

Step 4: Prepare the Company’s Constitution

The constitution is one of the most important documents for a company limited by guarantee.

This is an area where applicants should pay particular attention to current requirements.

CIPA’s 2025 OBRS upgrade notice states that, following amendments to the Companies Act, all companies are required to have a constitution, including new registrations and existing companies. CIPA also indicated that a template was made available through its information centre to guide customers.

Earlier legislation specifically recognised the special position of companies limited by guarantee. The Companies (Amendment) Act 2018 stated that a company was not required to have a constitution unless it was a company limited by guarantee.

The later 2025 OBRS upgrade reflects the subsequent change requiring constitutions more broadly.

What Should the Constitution Cover?

Depending on the organisation and applicable requirements, the constitution can address matters such as:

• The company’s name
• Its objectives
• Membership
• Admission of members
• Rights and responsibilities of members
• Members’ guarantees
• Directors
• Meetings
• Voting
• Decision-making
• Financial administration
• Conflict-of-interest matters
• Amendment procedures
• Winding up
• Treatment of remaining assets

For a company limited by guarantee, the provisions dealing with members’ guarantees and what happens when the company is wound up deserve particular attention.

Step 5: Provide Details of Directors

The OBRS application will require information concerning the company’s directors.

The directors are responsible for the management and governance of the company and therefore should be selected carefully.

Before submitting the application, make sure the directors’ information is accurate.

Depending on the applicable legal requirements, information may include:

• Full names
• Identification information
• Residential or contact details
• Nationality
• Other prescribed particulars

A company limited by guarantee should not treat the director appointment as a formality. Directors have legal responsibilities and should understand the organisation’s objectives, constitution and ongoing compliance obligations.

Minimum Director Requirement

Botswana’s Companies (Amendment) Act 2018 specifically amended the director requirement so that a company limited by guarantee must have at least one director ordinarily resident in Botswana.

This is an important requirement for anyone establishing a guarantee company, particularly where the founders or members are based outside Botswana.

If you are establishing an organisation with foreign participants, you should therefore consider the local-residency requirement before beginning the registration process.

Step 6: Enter the Company’s Registered Office

The company needs an official registered office.

This is the address used for formal company correspondence and statutory purposes.

The registered office should therefore be a genuine and reliable address where official communications can be received.

You should distinguish between:

• Registered office
• Principal place of business
• Postal address

They can sometimes be related, but they serve different purposes.

Using an address that you cannot reliably access can create unnecessary problems later, particularly when official notices or compliance correspondence are sent to the company.

Step 7: Provide Member Information

A company limited by guarantee is based on membership rather than conventional share ownership.

The members should therefore be properly identified and recorded.

The application should reflect the organisation’s intended membership structure and the obligations members have agreed to undertake.

One of the key characteristics of this company type is the guarantee provided by members.

Understanding the Guarantee

Suppose the company’s constitution provides that each member guarantees P1,000 to the company.

This does not necessarily mean that every member must immediately pay P1,000 into the company’s bank account when the company is incorporated.

Instead, the guarantee generally represents the amount that the member undertakes to contribute toward the company’s liabilities in the circumstances specified by law and the company’s constitutional documents, particularly on winding up.

The exact wording should be carefully considered when preparing the company’s constitution.

Step 8: Declare Beneficial Ownership

Beneficial ownership has become an increasingly important part of corporate registration and compliance.

CIPA’s OBRS upgrade notice introduced enhanced beneficial-owner declaration functionality and stated that companies must declare persons who have ownership or control. It also emphasised that a beneficial owner must be a natural person.

This means that simply entering another legal entity as the ultimate beneficial owner may not be sufficient.

Where a company, trust or association appears in the ownership or control chain, the relevant natural person who ultimately exercises ownership or control may need to be identified.

Applicants should therefore understand their organisation’s ownership and control structure before beginning the registration.

Step 9: Declare Nominee or Alternate Arrangements Where Applicable

CIPA’s OBRS upgrade also introduced declarations concerning nominee or alternate directors and shareholders where such arrangements exist.

This is part of broader anti-money-laundering and counter-terrorist-financing requirements.

Applicants should not attempt to hide nominee arrangements or use inaccurate information simply to complete the registration.

Corporate information should accurately reflect the real individuals involved in ownership and control.

Step 10: Complete the OBRS Application

Once the required information has been prepared, you can proceed with the company registration application through OBRS.

The application process generally involves entering the company’s particulars, submitting the relevant information and documentation, and paying the applicable fees.

Before submitting, review the application carefully.

Pay particular attention to:

• Company name spelling
• Directors’ names
• Member information
• Addresses
• Email addresses
• Telephone numbers
• Company objectives
• Guarantee provisions
• Constitution
• Beneficial ownership information

A simple spelling error in a director’s name or company address can become inconvenient to correct later.

For comparison, applicants considering other corporate structures can also review guides covering registering a close company on the OBRS, registering a private company on the OBRS, registering a public company on the OBRS, or registering an external company on the OBRS.

How Much Does It Cost to Register a Company Limited by Guarantee in Botswana?

CIPA’s published OBRS fee schedule lists the following fees for registering a limited by guarantee company:

Service	Online Fee	CIPA Fee
Register a Limited by Guarantee Company	P4,600	P6,000
Reserve a Company Name	P20	P60
Re-registration of a Limited by Guarantee Company	P300	P500

The published schedule therefore indicates P10,600 in combined online and CIPA fees for registration of a limited by guarantee company itself, before considering any other applicable services or costs.

Applicants may also need to fund their OBRS account before completing certain transactions. A separate guide explains how to create a pre-pay account on the OBRS.

However, applicants should verify the current amount shown by CIPA at the time of application. Government fees, online charges and administrative requirements can change.

Do Not Confuse Registration Fees With Total Setup Costs

The CIPA registration fee is only one part of establishing an organisation.

Depending on the organisation’s activities, you may also need to budget for:

• Constitution preparation
• Legal advice
• Accounting services
• Tax registration
• Banking
• Licences or sector-specific approvals
• Office costs
• Website development
• Branding
• Compliance
• Annual returns
• Bookkeeping
• Insurance
• Employment-related registrations

For that reason, it is better to think about the total cost of establishing and maintaining the organisation, rather than looking only at the incorporation fee.

What Happens After Registration?

Registering the company is not the end of the process.

It is the beginning of the company’s legal and administrative life.

Once the company has been successfully registered, the directors and members should establish a proper compliance system.

1. Obtain and Safeguard Company Documents

Keep copies of important documents, including:

• Certificate of incorporation
• Constitution
• Company extract
• Director information
• Member information
• Beneficial ownership information
• Registration correspondence
• Resolutions
• Meeting minutes

These documents may be needed when opening a bank account, entering contracts, applying for licences or dealing with government institutions.

After registration, it is also useful to know how to view the certificate or extract of a company or business name on the OBRS, particularly when you need to retrieve official company records.

2. Obtain Access to the Company on OBRS

The person who registered a company generally receives authority on the OBRS, while directors and company secretaries can apply for authority where appropriate.

CIPA’s guidance explains that a director can search for the company, access Filings and Maintenance, select Request Authority, and follow the process provided by the system.

This is especially important if a third party, consultant or company secretary completed the registration on behalf of the organisation.

The directors should ensure that they retain appropriate access and control over the company’s OBRS profile.

3. Open a Corporate Bank Account

A registered company will normally need a bank account appropriate for its activities.

Banks may request documents such as:

• Certificate of incorporation
• Company constitution
• Company extract
• Identification documents
• Proof of address
• Board resolutions
• Information about directors
• Beneficial ownership information

The exact requirements depend on the financial institution.

4. Consider Tax and Other Registrations

A company limited by guarantee should not automatically assume that incorporation means every other regulatory requirement has been completed.

Depending on the organisation’s activities, it may have obligations involving tax, employment, social security, licensing, financial reporting or other government requirements.

The organisation should determine which registrations apply to its specific activities.

Is a Company Limited by Guarantee the Same as an NGO?

Not necessarily.

This is one of the most important distinctions to understand.

A company limited by guarantee is a legal corporate structure.

An NGO or non-governmental organisation describes the nature and purpose of an organisation.

An organisation may use a company limited by guarantee structure, but the incorporation itself does not automatically mean that every possible NGO, charity, tax or funding-related status has been granted.

If the organisation intends to operate as a charity or undertake regulated activities, founders should investigate the additional approvals or registrations that may apply.

Advantages of a Company Limited by Guarantee

There are several reasons why organisations may consider this structure.

Separate Legal Personality

The company can operate as a separate legal entity from its members, subject to the applicable law.

This can make it easier to:

• Enter contracts
• Hold assets
• Operate a bank account
• Employ staff
• Participate in projects
• Establish formal relationships with donors and partners

Suitable for Mission-Driven Organisations

The structure can be appropriate where the primary purpose is not to distribute ownership through shares.

This makes it potentially useful for organisations focused on social, educational, community, professional or charitable objectives.

Formal Governance

A company limited by guarantee can provide a structured governance framework involving directors, members, constitutional rules and formal decision-making.

For organisations receiving donor funding or managing significant projects, having a clear governance structure can improve accountability.

Potential Disadvantages

The structure is not automatically the best choice for every organisation.

More Compliance

A formal company structure brings ongoing administrative obligations.

Directors need to understand their responsibilities, records need to be maintained and required filings need to be completed.

More Complex Than an Informal Association

If a small community group only needs to organise occasional activities, incorporating a company may create more administration than necessary.

Constitution Requires Careful Drafting

The constitution determines many important aspects of how the organisation operates.

Poorly drafted provisions can cause disagreements between members and directors later.

Not a Shortcut to Tax Exemption

Incorporation does not automatically mean that an organisation is exempt from every tax obligation.

Tax treatment depends on applicable laws, the organisation’s activities and its particular circumstances.

Common Mistakes to Avoid When Registering

Mistake 1: Choosing the Structure Before Defining the Purpose

Do not start by asking, “Which company should I register?”

Start by asking:

What exactly is this organisation intended to do?

Once the purpose is clear, you can determine whether a company limited by guarantee is appropriate.

Mistake 2: Using Vague Objectives

Objectives should accurately describe the organisation’s intended activities.

Avoid copying generic objectives without considering whether they actually reflect what the organisation will do.

Mistake 3: Ignoring the Constitution

For a company limited by guarantee, the constitution is fundamental.

Do not treat it as a document that can simply be uploaded without careful review.

Mistake 4: Providing Incorrect Beneficial Ownership Information

Beneficial ownership declarations should accurately reflect the people who ultimately own or control the organisation where applicable.

Incorrect information can create compliance problems.

Mistake 5: Forgetting the Local Director Requirement

A company limited by guarantee must have at least one director ordinarily resident in Botswana under the relevant amended provision.

This should be considered before registration, especially where founders are based outside Botswana.

Mistake 6: Losing OBRS Access

If someone else registers the company for you, make sure the directors can obtain appropriate authority on the OBRS.

Corporate control should not depend permanently on an external consultant’s personal login.

Mistake 7: Assuming Registration Is the Final Step

Incorporation is only the beginning.

You should immediately create a compliance calendar for future filings, meetings, accounting, tax and other obligations.

Tips for a Smooth OBRS Registration

A few simple preparations can make the process significantly easier.

Prepare Everything Before Starting

Create a folder containing:

• Proposed company names
• Director documents
• Member information
• Address information
• Constitution
• Objectives
• Beneficial ownership information
• Contact details
• Payment information

Review Names Carefully

Check the spelling of every person’s name before submitting.

Keep Digital Copies

Store registration documents securely in at least two locations.

Use Accurate Information

Do not enter information simply because it allows the application to move forward. Corporate information should be accurate and supported by the relevant documents.

Keep Your OBRS Credentials Secure

CIPA states that OBRS users have individual login credentials and that access to company information is controlled through authority on the system.

Monitor Regulatory Changes

Corporate registration requirements can change.

CIPA’s 2025 OBRS upgrade, for example, introduced significant changes involving constitutions, beneficial ownership declarations, nominee or alternate declarations and pre-pay accounts.

This is why an old registration guide should never be followed blindly without checking the current CIPA requirements. For the latest official information, applicants should consult the CIPA website.

Final Thoughts

Registering a company limited by guarantee on the Botswana OBRS can provide a formal legal structure for organisations that are built around a mission rather than conventional share ownership.

The most important part of the process is not simply completing the online application. The organisation should first establish a clear purpose, select an appropriate name, prepare its objectives, understand its membership and guarantee arrangements, identify its directors and prepare a suitable constitution.

Applicants should also pay close attention to beneficial ownership requirements and ensure that the company has the required local directorship arrangements.

CIPA’s OBRS has made company registration considerably more accessible by moving many processes online. At the same time, the introduction of enhanced corporate information and compliance requirements means applicants need to take the quality of their information seriously.

The published CIPA fee schedule currently identifies P4,600 as the online fee and P6,000 as the CIPA fee for registering a limited by guarantee company, but applicants should confirm the applicable charges on the OBRS before submitting an application.

Ultimately, the goal should not simply be to obtain a certificate of incorporation. A properly established company limited by guarantee should have a clear purpose, sound governance, accurate corporate records and a practical compliance system that allows it to operate effectively for years after registration.