Want to Stay Compliant? Register Your Company Constitution Now or Your Company Will Be Removed from the CIPA Register
Written by: Tshegofatso M Seretse.
Botswana’s new Companies (Amendment) Act 2025 and the changes you need to be aware of
Botswana’s Companies (Amendment) Act 2025 introduced a major change that all companies must now comply with. The Companies (Amendment) Act 2025 now requires all companies registered in Botswana to have and file a Company Constitution with the Companies and Intellectual Property Authority (CIPA).
Many business owners are still unclear about what this means, why it matters, or how to comply. This article explains the legal obligation and practical reasons why every company should file its constitution on time.
Deadline, Requirements & What Happens If You Don’t Comply
Under the updated Companies (Amendment) Act 2025 in Botswana, every company must now have and file a Company Constitution with the Companies and Intellectual Property Authority (CIPA). This requirement is not optional, it’s a statutory obligation introduced as part of governance requirements to enhance transparency and regulatory compliance.
The amended Companies Act now obliges all companies whether existing or newly registered to adopt a constitution and submit it to CIPA in the manner set out in the legislation.
According to CIPA’s public notices, the deadline for submitting the constitution is 15 March 2026. Companies that miss this deadline risk administrative consequences, including possible deregistration.
Filing Cost & Practical Details
The filing fee at CIPA is P500 for all company types, a one-time payment to register the constitution with the authority. CIPA also provides a standard template which companies can use as a starting point.
Download the CIPA Company Constitution Template here.
Who Must Comply?
The requirement applies to:
- Private companies
- Public companies
- Close corporations now converted into companies
- Foreign companies registered in Botswana
In short, if your organisation is a registered company under Botswana law, this filing requirement applies.
Why This Matters
Filing your constitution is more than just ticking a legal box:
- It ensures your company meets statutory compliance and avoids deregistration risks.
- It clarifies governance rights and duties for shareholders and directors.
- It signals to investors and partners that your company has clear internal rules in place.
Failure to comply can expose companies to regulatory action, operational uncertainty, and administrative limbo.
Practical Tips Before Filing
Review the CIPA template as a base but be prepared to customize it as the standard version may not reflect your company’s unique governance needs. Engage your company secretary or legal advisor to ensure your constitution meets both statutory requirements and your company’s practical needs.
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