Stay Ahead of the Game: Understanding the Latest CIPA Compliance Requirements
The Companies and Intellectual Property Authority (CIPA) has recently introduced significant amendments to align with Botswana’s Companies Act CAP. 42:01, which was updated in January 2025. One of the most crucial changes is the mandatory requirement for all companies to have a constitution. This is a pivotal step for business owners to ensure legal compliance and avoid penalties.
The deadline for compliance is March 2026, but why wait when you can secure your business today?
While the requirement to have a constitution is the most notable update, there are additional changes that companies must adhere to. Let’s break them down so you can take the necessary steps to remain compliant.
Key Changes to the Companies Act
1. Mandatory Company Constitution
Every company, regardless of size, is now required to have a constitution. This legal document establishes the internal rules and governance structure of your business, ensuring clarity on management, decision-making, and dispute resolution.
For companies that have been operating without a formal constitution or have outdated versions, this is the time to draft or revise your document to align with the new regulations.
2. Disclosure of Beneficial Owners
Companies must now disclose and file information about their beneficial owners with CIPA.
According to Section 21 and 345 of the Companies (Amendment) Act 2018, a beneficial owner is any natural person who directly or indirectly enjoys the benefits or proceeds of a company without being the official owner. In practical terms, if someone profits from a company without being officially recorded as an owner, they must be declared.
The Financial Intelligence Act (FIA) further defines a beneficial owner as:
“A natural person who, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise, is the ultimate beneficiary of a share or other securities in a company.”
This means an individual who ultimately controls or benefits from a company without necessarily being listed as the official owner. This definition aligns with the Companies and Intellectual Property Authority’s (CIPA) explanation, which states that a beneficial owner is the ultimate person who benefits from or controls a company, even if they are not officially recognized as an owner.
Details of beneficial owners must be filed using form called, CONSENT OF BENEFICIAL OWNER OF AN EXISTING COMPANY (section 21(2)(c))– consent form of a beneficial owner of an existing company or proposed company whichever is relevant. Failure to comply with these regulations can result in severe consequences, including a jail term of up to five years or a fine not exceeding P200,000.
3. Filing of Company Controllers
Companies must also file details of their controllers, as defined under Section 41(b) of the Act. Controllers include individuals who exert influence over the company, such as shareholders, directors, or board members, even if they are not the official owners. These individuals must be declared and filled with CIPA on form a form called CONTROLLER’S FORM Section 21 (2) (c))
4. Registered Company Secretaries
CIPA will now require all company secretaries to be registered and vetted. This means businesses must ensure that their appointed secretaries meet the new standards set by CIPA.
Why These Changes Matter for Your Business
1. Ensuring Legal Compliance
A constitution solidifies your company’s legal standing, ensuring it adheres to the Companies Act. Failing to comply can lead to severe penalties, delays, or even restrictions on your business operations.
2. Establishing Clarity and Governance
Having a well-drafted constitution outlines the roles and responsibilities of directors and shareholders, reducing the risk of internal conflicts by providing clear guidelines.
3. Avoiding Regulatory Delays
Non-compliant companies may experience delays in filing with CIPA, which could disrupt business operations. Ensuring compliance from the outset guarantees a smoother relationship with regulatory authorities.
What You Should Do Now
1. Review Your Current Constitution
If your business already has a constitution, review it to ensure it aligns with the new regulations. Many long-established businesses may find that their documents need updates.
2. Draft a New Constitution
For companies without a constitution or those with outdated versions, drafting a new document is essential. Seeking professional assistance can help ensure full compliance.
3. Seek Professional Guidance
While some companies may attempt to draft their own constitution, working with a professional ensures that all legal requirements are met. Expert guidance can help protect your business and streamline the compliance process.
How I Can Assist Your Business
As a professional with extensive experience in corporate compliance, I offer the following services:
• Constitution Review & Compliance Check – Assessing your current constitution to ensure it meets the new legal standards.
• Amendment of Existing Constitution – Updating your current document to align with the latest regulations.
• Drafting a New Constitution – Creating a legally sound constitution tailored to your business needs.
Act Now to Stay Compliant
Delaying compliance increases the risk of penalties and operational disruptions. These new CIPA regulations may impact your company’s ability to file documents, access business opportunities, and maintain its legal standing. Taking early action minimizes risks and ensures seamless operations.
Let’s Get Your Business Compliant
If you’re unsure whether your constitution meets the new requirements or need help drafting one, I’m here to assist. Reach out today for a compliance check or request constitution templates to make the process easier.
📩 Contact me via email or through the contact form on our website.
