Under the Companies (Amendment) Act, 2025, all Non‑Exempt Private Companies in Botswana are legally required to prepare and submit audited financial statements (AFS) to the Companies and Intellectual Property Authority (CIPA) annually.
Definition of a Non‑Exempt Private Company
- A company qualifies as non‑exempt if it meets any of the following criteria:
- Annual turnover exceeding P10 million
- Total assets exceeding P5 million
- Has another company as a shareholder (legal-person shareholding affects exemption status as per the Act’s structure)
- Non‑exempt companies must submit:
- Full audited financial statements,
- Group financial statements (if applicable), and
- An auditor’s report.
Deadline for Submission of Audited Financial Statements
- In line with Section 209 (as amended), non‑exempt private companies must file their financial statements with the Registrar within 7 months of the Year End date.
Penalties for Non-Compliance
- The Companies (Amendment) Act, 2025 introduces strengthened enforcement provisions.
Failure to submit audited financial statements triggers penalties under Section 492 of the Act. - Penalties may be imposed on:
The Company
- Administrative penalties for failing to comply with statutory filing obligations.
- Risk of deregistration for repeated non‑compliance (supported by broader enforcement powers in the amendments).
Directors
- Directors may be held personally liable for failure to ensure compliance with filing duties, as non‑compliance constitutes a breach of statutory governance obligations.
The Company Secretary
- The Company Secretary (now required to be licensed under the amended Act) faces penalties for failing to fulfil statutory filing responsibilities.
- While Section 492 is referenced as the penalty provision, the Act does not publicly specify amounts in publicly available summaries. Penalties typically include escalating fines and possible legal enforcement measures with administrative penalties not exceeding P500,000.00.
Important: Dormant or Non-Operating Companies
- Even if your company is dormant, not trading, or has no income, the obligation to submit audited financial statements still applies so long as the entity is classified as non‑exempt.
The law does not provide exemptions from AFS filing due to inactivity.
Why Companies Must Submit AFS to CIPA:
- Maintaining compliance with CIPA’s filing requirements is essential to:
- Promotes transparency
- Supports stakeholder trust
- Improves corporate governance
- Helps regulators monitor business health
- Prevents fraud
- Maintains accurate national records
- Avoids penalties and de-registration
