Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of...

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COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT OF REGULATIONS REGULATION 1. Citation and commencement 2. Application for re-registration of a close company 3. Application for re-registration of an external company 4. Application for re-registration of a company limited by guarantee 5. Application for re-registration of a public or private company 6. Application for re-registration of a foreign company 7. Certificate of incorporation SCHEDULES IN EXERCISE of the powers conferred on the Minister of Investment, Trade and Industry by section 9 of the Companies Re-registration Act, 2018, the following Regulations are hereby made — 1. These Regulations may be cited as the Companies Re-registration Regulations, 2019 and shall come into operation on 3rd June, 2019. 2. (1) An applicant shall apply to the Registrar for re-registration of a close company in the Re-registration of a close company Form as set out in Schedule 1. (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a new certificate of incorporation as set out in Schedule 2. 3. (1) An applicant shall apply to the Registrar for re-registration of an external company in the Re-registration of an external company Form as set out in Schedule 1. (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a certificate of registration as set out in Schedule 2. 4. (1) An applicant shall apply to the Registrar for re-registration of a company limited by guarantee in the Re-registration of a company limited by guarantee Form as set out in Schedule 1. (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a certificate of incorporation as set out in Schedule 2. 5.(1) An applicant shall apply to the Registrar for re-registration of a public or private company in the re-registration of a public or private company Form as set out in Schedule 1. (2) Where, after consideration of an application under subregulation (1), the Registrar is satisfied that all requirements of the Act have been duly complied with, he or she shall issue a certificate of incorporation as set out in Schedule 2. 6. (1) An applicant shall apply to the Registrar for the re-registration of a foreign company as set out in Schedule 1. company Statutory Instrument No. 68 of 2019 Citation and commencement Application for re-registration of a close company Application for re-registration of an external company Application for re-registration of a company limited by guarantee Application for re-registration of a public or private company Application for re-registration of a foreign

Transcript of Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of...

Page 1: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

COM PANIES RE-REGISTRATIO N ACT (A ct N o . 24 o f 2018)

C O M P A N IE S R E -R E G IS T R A T IO N R E G U L A T IO N S , 2019(Published on 24th May, 2019)

A R R A N G E M E N T O F REG ULATIONSR EG ULATION

1. Citation and com m encem ent2 . A pplication for re-registration o f a c lo se com pany3. A pplication for re-registration o f an external com pany4 . A pplication for re-registration o f a com pany lim ited by guarantee5 . A pplication for re-registration o f a public or private com pany6 . A pplication for re-registration o f a foreign com pany7 . Certificate o f incorporation

SC H ED U LES

IN EXER CISE o f the pow ers conferred on the M inister o f Investm ent, Trade and Industry by section 9 o f the C om panies Re-registration A ct, 2 018 , the fo llow in g R egulations are hereby m ade —

1. T hese R egulations m ay be cited as the C om panies Re-registration R egulations, 2019 and shall com e into operation on 3rd June, 2019.

2 . (1) A n applicant shall apply to the Registrar for re-registration o f a c lose company in the Re-registration o f a c lose company Form as set out in Schedule 1.

(2) W here, after consideration o f an application under subregulation (1 ) , the Registrar is satisfied that all requirements o f the A ct have been duly com plied w ith, he or she shall issue a new certificate o f incorporation as set out in Schedule 2.

3 . (1) A n applicant shall apply to the Registrar for re-registration o f an external com pany in the Re-registration o f an external com pany Form as set out in Schedule 1.

(2) W here, after consideration o f an application under subregulation (1 ) , the Registrar is satisfied that all requirements o f the A ct have been duly com plied w ith, he or she shall issue a certificate o f registration as set out in Schedule 2.

4 . (1) A n applicant shall apply to the Registrar for re-registration o f a com pany lim ited by guarantee in the Re-registration o f a com pany lim ited by guarantee Form as set out in Schedule 1.

(2) W here, after consideration o f an application under subregulation (1 ) , the Registrar is satisfied that all requirements o f the A ct have been duly com plied w ith, he or she shall issue a certificate o f incorporation as set out in Schedule 2.

5 .(1 ) A n applicant shall apply to the Registrar for re-registration o f a public or private com pany in the re-registration o f a public or private com pany Form as set out in Schedule 1.

(2) W here, after consideration o f an application under subregulation (1 ), the Registrar is satisfied that all requirements o f the A ct have been duly com plied w ith, he or she shall issue a certificate o f incorporation as set out in Schedule 2.

6 . (1) A n applicant shall apply to the Registrar for the re-registration o f a foreign com pany as set out in Schedule 1.

company

Statutory Instrument No. 68 o f 2019

Citation and commencement

Application for re-registration of a close company

Application for re-registration of an external company

Application for re-registration of a company limited by guarantee

Application for re-registration of a public or private company

Application for re-registration of a foreign

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Cap. 42:01

Certificate of incorporation

(2) W here, after consideration o f an application under subregulation (1), the Registrar is satisfied that all requirem ents o f the A ct have been duly com plied w ith and having entered particulars in the C om panies register in terms o f section 21(1) o f the C om panies A ct, he or she shall issue a certificate o f registration as set out in Schedule 2.

7 . W here, after consideration o f an application under these R egulations the Registrar is satisfied that all requirem ents o f the A ct have been duly com plied w ith, and having entered particulars in the C om panies register in terms o f section 22 o f the C om panies A ct, he or she shall issue a certificate o f incorporation as set out in Schedule 2.

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m « L » ! H C O M P A N I E S i § ■ A N D IN T ELLEC T UA LI L L l _ PROPERTY AUTHOR ITY

PROTECTING SUSff«SS INTERESTS

SCHEDULE 1

FORM A (regulation 2)

APPLICATION FOR RE-REGISTRATION OF A CLOSE COMPANY

Name o f company.......................................................................................................................

Company number................................... ...................................................................................

1. COMPANY CONSTITUTION (Tick S where applicable)

i The company will have a constitution on re-registration or

( The company will not have a constitution on re-registration

2. DETAILS OF COMPANY:

Registered Office; Registered Office address:

Postal Address & Contact Number:(Postal address to which communications from the Registrar may be sent)

Postal Address:

Contact Number:

Page 4: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

Annual Return Reminders: The Registrar will send courtesy reminders to the company

Principal Place o f Business:

Mobile Number:

Email Address:

; Plot Number:

I Ward / Street / Location:

Address for records / Share register:(if not kept at the company’s registered office)

Plot Number:

Ward / Street / Location:

3. MEMBER DETAILS

Provide this information in the prescribed format for every member o f the company. The following persons are the members o f the company:(Tick S in the appropriate box)

•Identity Number: Residential Address:(•For non-citizens passport number)

First, Middle & Last Name: Postal Address:Nationality:Gender:Date o f birth:Mobile telephone number:Email address: , __ ,Beneficial owner: Yes j j No 1 j

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*Identity Number:(*For non-citizens passport number)

Residential Address:

First, Middle & Last Name:Nationality:Gender:Date o f birth:Mobile telephone number:Email address:Beneficial owner: Yes 1 [ I

Postal Address:

*Identity Number:(*For non-citizens Passport number)

Residential Address:

First, Middle & Last Name:Nationality:Gender:Date o f birth:Mobile telephone number:Email address: r .Beneficial owner: Yes j I j

Postal Address:

♦Identity Number:(*For non-citizens Passport number)

Residential address:

First, Middle & Last Name: Nationality:Gender:Date o f birth:Mobile telephone number:Email address:Beneficial owner: Yes j

Postal Address:

♦Identity Number:(*For non-citizens Passport number)

Residential address:

First, Middle & Last Name:Nationality:Gender:Date o f birth:Mobile telephone number:Email address: __ __Beneficial owner: Yes i j j j

Postal Address:

4. BENEFICIAL OWNER

Provide this information only where the company has a beneficial owner and that beneficial owner is not a member o f the company.

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Name:

Postal Address:

4

Provide this information in the prescribed format for every member o f the company. The following person is the Accounting Officer o f the company:(Complete this information i f the Accounting Officer is an individual)

*Identity Number: Residential address:(*For non-citizens Passport number)First, Middle & Last Name:Nationality:Gender: Postal Address:

Complete this information if the Accounting Officer is a ‘body corporate’

Company Name: Registered Office address:Registration Number:Name o f Representative: Postal Address:Phone Number:

*In the case o f a body corporate, please give the address o f its registered office or, if it doesnot have a registered office, o f its principal place o f business.

5. ACCOMPANYING DOCUMENTS

The following documents must accompany this form:(Tick > in the appropriate box where applicable)

[ | I f the company has a constitution, a document certified as the company's constitution.

[ | If the member or accounting officer is a non-Botswana citizen, a certified copy o f their passport. I f this is not in English it should be accompanied by a certified translation

6. BUSINESS ACTIVITY(Tick ’''in the appropriate box to confirm)

f j I confirm that the proposed company is not being established for or w ill carry on the business o f banking or insurance.

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7. DECLARATION(Tick ^in the appropriate box to confirm this information)

| | I confirm each member and accounting officer has signed a consent form to act as a member or accounting officer. The consent form is held at the proposed company’s registered office and the Registrar may request to view this consent form at any time.

| | I confirm I am either a member o f this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 o f the Companies Act.

Signed by.

Signature.

Date.........

Completed by:

Postal Address:

*Identity Number:

Telenhone Number:

Mobile Telephone Number:

Email Address:

Page 8: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

f T P C T T I I «

L S l . iAPROTfO’NCi BUSINESS iKTtffcSTS

COMPANIESAND INTELLECTUALPROPERTY AUTHORITY

FORM B(regulation 3)

APPLICATION FOR RE-REGISTRATION OF AN EXTERNAL COMPANY

Name of company............................................

Company number............................................

Country in which company is incorporated.

1. COMPANY CONSTITUTION (Tick where applicable)

2. COMPANY DETAILS:

Registered Office: , ' ,Plot Number:

Ward / Street / Location:

Postal Address & Contact Number:(Postal address to which Communications from the Registrar may be sent)

Address:

Annual Return Reminders: The Registrar will send courtesy reminders to the company.

Mobile Telephone Number:

Email Address:

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Principal Place o f Business: Plot Number:

Ward / Street / Location:

3. AUTHORISED AGENT

The following person is authorised to accept service in Botswana o f documents on behalf o f the company.(Complete this information if the agent is an individual)

‘Identity Number: Residential Address:

(*Passport Number applicable to non-citizens only)

First, Middle & Last Name Postal Address:

Nationality:

Gender:

Date o f Birth:

Mobile Telephone Number: Date o f Appointment:

Email Address: 4

(Complete this information if the agent is a ‘body corporate’)

Company Name: Registered Office Address:

Registration Number:

Name o f Representative:

Phone Number: Postal Address:

Email Address:

4 Date o f Appointment:

*In the case o f a body corporate, please give the address o f its registered office or, if it does not have a registered office, o f its principal place of business.

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4. DIRECTORS

Provide this information in the prescribed format for every director o f the company. The following persons are the directors o f the company:

*Identity Number:(*Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Date o f Appointment:

*Identity Number:(*Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Date o f Appointment:

Identity Number:(*Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Date o f Appointment:

*Identity Number:(*Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Date o f Appointment:

Page 11: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

5. SHAREHOLDERS

Provide this information in the prescribed format for every shareholder o f the company. The following persons are the shareholders o f the company;Complete this information i f the shareholder is an individual

♦Identity Number:(♦Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Identity Number:(♦Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Identity Number:(•Passport Number applicable to non-citizens only)

First, Middle & Last Name:Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

Page 12: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

Complete this information i f the shareholder is a ‘body corporate’

(Tick '''in the appropriate box)

Company Name: Registration Number: Country o f Registration:

Registered Office Address:

Number o f Shares Allocated: Postal Address:

Shares Jointly Held: □ Yes □ No

Nominee Shareholder: □ Yes □ N o Date o f Appointment:

Beneficial Owner: □ Yes Company Name: Registration Number: Country o f Registration:

□ N o

Registered Office Address:

Number o f Shares Allocated: Shares Jointly Held: □ Yes □ No Postal Address:

Nominee Shareholder: □ Yes □ N o

Beneficial Owner: □ Yes □ N o Date o f Appointment:

Company Name:Registration Number:Country o f Registration:

Number o f Shares Allocated: Shares Jointly Held: □ Yes □ n o

Registered Office Address:

Postal Address:

Nominee Shareholder: □ Yes □ n o Date o f Appointment:

Beneficial Owner: Q Yes □ N o

In the case o f a body corporate, please give the address o f its registered office or, i f it does not have a registered office, o f its principal place o f business.

6. BENEFICIAL OWNERProvide this information only where the company has a beneficial owner and the beneficial owner is not a shareholder o f the company.

Name:

Postal Address:

Page 13: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

7. AUDITOR

The following person is the auditor o f the company: (Complete this information if the auditor is an individual)

♦Identity Number: Residential Address:(♦Passport Number applicable to non-citizensonly)

First, Middle & Last NameNationality:Gender:Date o f Birth:Mobile Telephone Number: Date o f Appointment:Email Address:

In the case o f a body corporate, please give the address o f its registered office or, if it doesnot have a registered office, o f its principal place o f business.

8. ACCOMPANYING DOCUMENTS( (Tick v'in the appropriate box to confirm)

The following documents must accompany this form:

| ] (a) A duly authenticated copy o f the certificate o f its incorporation or registration in its place o f incorporation or origin

[ I (b) Articles or other instrument constituting or defining its constitution. If this is not in English it should be accompanied by a certified translation.

| | (c) If the director, shareholder, agent or auditor is a non-Botswana citizen, a certified copy o f their passport. If this is not in English it should be accompanied by a certified translation.

[ | (d) A Certificate o f Good Standing. If this is not in English it should be accompanied by a certified translation.

9. DECLARATION(Tick S to confirm this information)

( 11 confirm I am either a director o f this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 o f the Companies Act.

Page 14: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

Signed by:J

Signature

Completed by:

Postal Address:

Date

j ‘ Identity Number:

i (For non-citizens Passport Number)

Telephone Number:

Mobile Telephone Number:

Email Address:

Page 15: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

/ n * c m c (

l + j f kCOMPANIES

AND INTELLECTUALPROPERTY AUTHORITYpxmawc* susifiBs herests

FORM C (regulation 4)

APPLICATION FOR RE-REGISTRATION OF A COMPANY LIMITED BYGUARANTEE

Name o f company.......................................................................................................................................

Company number.........................................................................................................................................

(Tick where appropriate)

Type o f Company: { j Private Company j Public Company

If the company is a private, please indicate whether it is a non-exempt company or an exempt company.

(Tick ■•'in the appropriate box)

| : Non-exempt company j Exempt Company

Note: A private company shall qualify as an exempt private company if-

(a ) its total assets are less than P5 000 000 in the preceding financial year; and

( b ) its annual turnover is less than P10 000 000 in the preceding financial year.

1. COMPANY CONSTITUTION

(Tick S in the appropriate box)

The company must have a constitution on re-registration

2. DETAILS OF PROPOSED COMPANY:

Business Activities: | Commerce j Art i Science ; Religion

Charity Other(Please specify)

Page 16: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

Registered Office: Plot Number:

Ward / Street / Location:

City / Town / Village

Postal Address & Contact Number: j Address:(Postal address to which Communications from the Registrar may be sent)

Annual Return Reminders: The Registrar will send courtesy reminders to the company.

Mobile Telephone Number:

Email Address:

Principal Place of Business: Plot Number:

Ward / Street / Location:

Address for Records: ■------------ ~---------(if not kept at the ! Plot Number:Company’s registered office)

! Ward / Street / Location:

3. DIRECTORS

Provide this information in the prescribed format for every director o f the proposed company.

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The following persons are the directors of the proposed company:

♦Identity Number:(*For non-citizens Passport)

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Residential Address:

Postal Address:

♦Identity Number:(♦For non-citizens Passport)

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Residential Address:

Postal Address:

♦Identity Number:(♦For non-citizens Passport)

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Residential Address:

Postal Address:

You must have at least one director resident in Botswana and public companies must have a minimum o f two directors.

4. SECRETARY

Provide this information in the prescribed format for every secretary o f the company. The following person is the secretary o f the company:Complete this information if the secretary is an individual

Page 18: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

♦Identity Number: Residential Address:(*For non-citizens Passport Number)

First, Middle & Last NameNationality: Postal Address:Gender:Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

Complete this information i f the secretary is a ‘body corporate’

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality: Postal Address:Gender:Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

*In the case o f a body corporate, please give the address o f its registered office or, if it does not have a registered office, o f its principal place o f business.

5. MEMBERS

Provide this information in the prescribed format for every member o f the company. The following persons are members o f the company:Complete this information i f the member is an individual

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality: Postal Address:Gender:Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

(Tick S in the appropriate box)

Beneficial owner: 1 Yes iNo

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♦Identity Number:(♦For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Postal Address:

Date o f Appointment:

(Tick v' in the appropriate box)

Beneficial owner: j j Yes ] No

♦Identity Number:(♦For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Postal Address:

Date o f Appointment:

(Tick S in the appropriate box)

Beneficial owner: j j Yes j ] N o

Complete this information if the member is a ‘body corporate’

Name o f Company:

Registration number:

(Tick S in the appropriate box)

Beneficial owner: j ; Yes j N o

Registered Office Address:

Postal Address:

Date o f Appointment:

Name o f Company:

Registration Number:

(Tick S in the appropriate box)

Beneficial owner: j Yes j N o

Registered Office Address:

Postal Address:

Date o f Appointment:

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Name o f Company: Registered Office Address:

Registration Number:

(Tick ^ in the appropriate box) Postal Address:

Beneficial owner: j ; Yes j | NoDate o f Appointment:

*In the case o f a body corporate, please give the address o f its registered office or, i f it does not have a registered office, o f its principal place o f business.

6. BENEFICIAL OWNER

Provide this information only where the company has a beneficial owner and the beneficial owner is not a shareholder o f the company.

Name:

Postal Address:

7. AUDITOR

The following person is the auditor o f the company: (Complete this information i f the auditor is an individual)

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

Complete this information i f the auditor is a ‘body corporate’

♦Identity Number: Registered Office Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality:Gender:Date o f Birth:Mobile Telephone Number: Date o f Appointment:Email Address:

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In the case o f a body corporate, please give the address o f its registered office or, if it does not have a registered office, o f its principal place o f business.

8. ACCOMPANYING DOCUMENTS (Tick * in the appropriate box to confirm)

The following documents must accompany this form:

( | (a) Constitution, a document certified as the company's constitution.

I I (b) If the member or tax agent is a non-Botswana citizen, a certified copy o f their passport. If this is not in English it should be accompanied by a certified translation.

9. DECLARATION (Tick '■'in the appropriate box)

[ | I confirm each member, secretary, director or auditor has signed a consent form to act as a member or secretary or auditor. The consent form is held at the proposed company’s registered office and the Registrar may request to view this consent form at any time.

( | I confirm I am either a member o f this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 o f the Companies Act.

Signed by:

Signature Date

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I Completed by:

Postal Address:

♦Identity Number:

(For non-citizens Passport Number)

Telephone Number:

Mobile Telephone Number:

Email Address:

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COMPANIES k AND INTELLECTUALI p r o p e r t y a u t h o r it yPROTECTING BUSINESS MEREST*

FO RM D(regulation 5)

APPLICATION FOR RE-REGISTRATION OF A PUBLIC OR PRIVATE COMPANY

Name o f company.... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company number... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Tick v'in the appropriate box)

I f the company is a private, please indicate whether it is a non-exempt company or an exempt company.

(Tick / i n the appropriate box)

Note: A private company shall qualify as an exempt private company if-

(a) its total assets are less than P5 000 000 in the preceding financial year; and

(b) its annual turnover is less than P 10 000 000 in the preceding financial year.

1. COMPANY CONSTITUTION

(Tick / in the appropriate box)

| The company will have a constitution on re-registration

I__ ' The company will not have a constitution on re-registration

Type o f Company: I J Private Company | Public Company

Non-exempt company Exempt Company

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2. DETAILS OF PROPOSED COMPANY:

Registered Office:

Postal Address & Contact Number:(Postal address to which Communications from the Registrar may be sent)

Address:

Annual Return Reminders: The Registrar will send courtesy reminders to the company.

Mobile Telephone Number:

Email Address:

Principal Place of Business: Plot Number:

Ward / Street / Location:

Address for Records: (if not kept at the Company’s registered office)

Plot Number:

Ward / Street / Location:

3. DIRECTORS

Provide this information in the prescribed format for every director o f the proposed company.

The following persons are the directors of the proposed company :

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♦Identity Number:(♦For non-citizens Passport Number)

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

♦Identity Number:(♦For non-citizens Passport Number)

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

♦Identity Number:(♦For non-citizens Passport Number)

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number:Email Address:

Residential Address:

Postal Address:

You must have at least one director resident in Botswana and public companies must have a minimum o f 2 directors.

4. SECRETARY

Provide this information in the prescribed format for every secretary o f the company. The following person is the secretary o f the company:

Complete this information if the secretary is an individual

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality: Postal Address:Gender:

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Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

Complete this information if the secretary is a ‘body corporate’

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality: Postal Address:Gender:Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

*In the case o f a body corporate, please give the address o f its registered office or, if you are a public company then provide the top 10 shareholders.

5. SHAREHOLDERS

Total Number o f company shares:

(Tick • / in the appropriate box)

Public company: Yes

No

Provide this information in the prescribed format for every shareholder o f the company. The following persons are shareholders o f the company.

Complete this information i f the member is an individual.

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality: Postal Address:Gender:Date o f Birth:Mobile Telephone Number:Email Address: Date o f Appointment:

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(Tick S in the appropriate box) Number o f shares issu ed :...........

Shares jointly held: j j Yes N o

Nominee o f shareholder: \ j Yes ; N o

f "

Beneficial owner: j 1 Y es | N o

♦Identity Number:(♦For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Postal Address:

Date o f Appointment-

(Tick S in the appropriate box) Number o f shares issu ed :..........

Shares jointly held: i j Yes i N o

Nominee o f shareholder:! Yes J No

Beneficial owner: ; I Yes i N o

♦Identity Number:(♦For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Postal Address:

(Tick S in the appropriate box) Number o f shares issu ed :..........

Shares jointly held: | Yes j No Date o f Appointment:

Nominee shareholder: 1 . j Yes j N o

Beneficial owner: i Yes N o

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♦Identity Number:(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:M obile Telephone Number: Email address:

Postal Address:

Date o f Appointment:

(Tick S in the appropriate box) Number o f shares issu ed :..........

Shares jointly held:| ') Yes ; j N o

Nominee shareholder: j Yes i | No

Beneficial owner: j j Yes j j No

♦Identity Number:(♦For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Postal Address:

Date o f Appointment:

(Tick S in the appropriate box) Number o f shares issu ed :..........

Shares jointly held:; j Yes ! No

Nominee shareholder: : Yes I 1 No

Beneficial owner: ! j Yes j No

♦Identity Number:(♦For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email address:

Postal Address:

Date o f Appointment:

(Tick S in the appropriate box) Number o f shares issu ed :..........

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Shares jointly held: Yes ] N o j

Nominee shareholder: [ j Yes ! j N o

Beneficial owner: j I Yes 1 N o

♦Identity Number:(*For non-citizens Passport Number)

Residential Address:

First, Middle & Last Name Nationality:Gender:Date o f Birth:Mobile Telephone Number: Email Address:

Postal Address:

Date o f Appointment:

(Tick S in the appropriate box) Number o f shares issu ed :..........

Shares jointly held: I i Yes j !No

Nominee shareholder: [ j Yes [ | No

Beneficial owner: ; j Yes [ : N o

In the case o f a body corporate, please give the address o f its registered office or, i f it does not have a registered office, o f its principal place o f business.

6. BENEFICIAL OWNER

Provide this information only where the company has a beneficial owner and the beneficial owner is not a shareholder o f the company.

Name:

Postal Address:

7. AUDITOR

The following person is the auditor o f the company: (Complete this information i f the auditor is an individual)

♦Identity Number: Residential Address:(♦For non-citizens Passport Number)

First, Middle & Last NameNationality:Gender:Date o f Birth:

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Mobile Telephone Number:Email Address: Date o f Appointment:

In the case o f a body corporate, please give the address o f its registered office or, if it does not have a registered office, o f its principal place o f business.

8. ACCOMPANYING DOCUMENTS (Tick '''in the appropriate box to confirm)

The following documents must accompany this form:

[ ) (a) A duly authenticated copy o f the certificate o f its incorporation or registration in its place o f incorporation or origin

I I (b) Articles or other instrument constituting or defining its constitution. If this is not in English it should be accompanied by a certified translation.

( | (c) If the director, shareholder, agent or auditor is a non-Botswana citizen, a certified copy o f their passport. If this is not in English it should be accompanied by a certified translation.

I | (d) A Certificate o f Good Standing. If this is not in English it should be accompanied by a certified translation.

4

9. DECLARATION(Tick '''in the appropriate box to confirm)

[ 11 confirm I am either a director o f this company or a person authorised to complete this application on their behalf, and have all necessary enquiries to ensure that the information contained in this application is true and correct. I understand that knowingly making a false statement or a misleading representation or omission is an offence under section 496 o f the Companies Act.

Signed by:

Signature.............................................. Date .

Completed by:

Postal Address:

♦Identity Number:

(For non-citizens Passport Number)

Telephone Number:

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Mobile Telephone Number:

Email Address:

Page 32: Statutory Instrument No. 68 of 2019 of 2019.pdf · COMPANIES RE-REGISTRATION ACT (Act No. 24 of 2018) COMPANIES RE-REGISTRATION REGULATIONS, 2019 (Published on 24th May, 2019) ARRANGEMENT

_ _ _ _ 0

[ m r J i x ^^COMPANIES\ a n d i n t e l l e c t u a l

^ PROPERTY AUTHORITYPROTECTING aUSiNESS iNT£8£5>TS

Form E(regulation 6)

APPLICATION FOR RE-REGISTRATION OF A FOREIGN COMPANY

Name o f Company

Company Number

Country where Company was incorporated....................................................................

Date Company was incorporated...............................................

ACCOMPANYING DOCUMENTS

(Tick S i n the appropriate box to confirm)

The following documents must accompany this application:

| | (a) A duly authenticated copy o f the certificate o f its incorporation or registration in its place o f incorporation or origin or other similar document that evidences its incorporation;

( I (b) Articles or other instrument constituting or defining its constitution. If this is not in English it should be accompanied by a certified translation;

[ | (c) A certified copy o f the certificate o f incorporation A copy o f a resolution authorising the re-registration o f the company;

| | (d) A statement whether the company applies to be registered as a company limited by shares, by guarantee or whether as a public or private company;

| | (e) A certified copy o f a document defining its constitution.

[ | (f) A statement o f the charges on the company’s assets.

( | (g) Evidence acceptable to the Registrar that the company is not prevented frombeing registered as a company under section 356 or 357 o f the Companies Act;

□ (h) The documents and information required to register a company under Part II o f the Companies Act;

j | (i) If any o f the documents above is not in English, it should be accompanied by a certified translation; and

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[ | (j) A ny other documents or information the Registrar m ay require.

(T ick S where applicable)

N am e o f CD director or Q authorised a g e n t....................................................

S ignature.............................................................. D a te ......................................

Identity N u m b er .........................................................................(Passport number for non-citizens only)

Address o f principal place o f business in B otsw an a ..........................................

Presented b y ..............................................................................

S ignature.............................................................. Date

Identity N u m b er ......................................................................(Passport number for non-citizens only)

Postal A d d ress .........................................................................

Email A d d ress.........................................................................

Telephone N u m b er...............................................

Facsim ile Num ber..............................................................

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.COMPANIES k A N D IN TELLEC TU AL 1 PROPERTY AUTHORITY

PROTECTING 8UStN€SS !MT£fcE£TS

SCHEDULE 2 Form A

(regulations 2, 3, 4 and 5)

CERTIFICATE OF REGISTRATION

N am e o f Company

Company Number

I hereby certify that , a body corporate incorporated

i n ...............................(country o f origin)

, was registered as an in Botswana(entity type)

under the Current/Previous Companies A ct on the ............. day o f

Note: The Certificate w ill record the follow ing changes:

and was re-registered under the Re-registration A ct N o. 24 o f 2018 on the ......................., .........and changed its name t o ........................................................... on the

day o f

day o f and was removed from the register on theday o f

GIVEN under m y hand at th i s ............. day o f

Registrar’s Signature

Registrar’s N am e.....................................

For/REGISTRAR OF COM PANIES

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r r p c r B E o

L + J APSOrECTWG BUSiNeSS INTERESTS

COMPANIES AN D IN TELLEC TUAL

PROPERTY AUTHORITY

Form B (regulation 6)

CERTIFICATE OF REGISTRATION OF A FOREIGN COM PANY

Nam e o f Company

Company Number

I hereby certify th a t ............................................................................. a body corporate incorporatedi n ..................................................... w as registered as a foreign company under the Current/

(country o f origin)Previous Companies Act on the . . . . ........... day o f ...................................., .........

(tick S which is applicable)

GIVEN under m y hand a t ........................... this .. day o f ........................ , ....................

Registrar’s Signature

Registrar’s N am e..............................

For/REGISTRAR OF COMPANIES

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PROTECT!^ SUSiNKSS iWTEfteSTS

COMPANIES A N D INTELLEC TU AL

PROPERTY AUTHORITY

Form C (regulation 7)

CERTIFICATE OF INCORPORATION

Name o f Company

Company Number

I hereby certify th a t.........................................................................................., was incorporated as an................................................... i n ...................................................(entity type) (country o f origin)

under the Current / Previous Companies A ct on th e ..................day o f ................................... . . . . .(tick S which is applicable)

and the liability o f the members is limited.

Note: The certificate w ill record the follow ing ch an ges:.....................................................................

and was re-registered under the Re-registration Act N o. 24 o f 2018 on the .................day o f...................... , .........and changed its name t o .....................................................................on the.............day o f ............................. , ................ and w as removed from the register on the...................... day o f ............................, ...............and was restored to the register on t h e .................day o f ........................, .............

GIVEN under my hand a t ........................... th i s ......................day o f

Registrar’s Signature

Registrar’s N am e..............................

For/REGISTRAR OF COMPANIES

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M A D E this 14th day o f M ay, 2019 .

BO G O LO J. K E N E W E N D O , Minister o f Investment, Trade and Industry.