The Deadline for submitting a constitution for your company is drawing closer by the day. If you have complied, then good for you. If you haven’t, please talk to your company secretary and comply in time to avoid penalties. Money is scarce these days!
Disclaimer: I am no legal expert so I cannot claim to advise you on how to draft a constitution for your company. I can, however, give you an example of what a private limited company’s constitution could look like for a company limited by shares. Please note that it’s important to seek professional advice before drafting a constitution for a private limited company in Botswana.
CONSTITUTION OF [Company Name] (PRIVATE LIMITED)
ARTICLE 1: COMPANY NAME
1.1 The name of the company is [Company Name] (Private Limited).
ARTICLE 2: REGISTERED OFFICE
2.1 The registered office of the company shall be located at [Address].
ARTICLE 3: OBJECTS
3.1 The objects for which the company is established are:
• To carry on the business of [Business Description]
• To borrow or raise money
• To invest and deal with the company’s funds
• To enter into any arrangements with any government or authority that seem conducive to the company’s objects
• To do all such other things as are incidental or conducive to the attainment of the above objects.
ARTICLE 4: SHARE CAPITAL
4.1 The authorized share capital of the company is [Amount] divided into [Number] shares of [Value] each.
ARTICLE 5: DIRECTORS
5.1 The management of the company shall be vested in the board of directors, which shall consist of not less than [Number] and not more than [Number] directors.
5.2 The first directors of the company are: [Names of Directors]
5.3 The directors shall hold office until the next annual general meeting and shall then be eligible for re-election.
ARTICLE 6: MEETINGS
6.1 The company shall hold an annual general meeting and such other meetings as may be necessary.
6.2 The quorum for the meetings of the company shall be [Number] members.
ARTICLE 7: AUDITORS
7.1 The company shall appoint auditors who shall hold office until the next annual general meeting and shall then be eligible for re-appointment.
ARTICLE 8: WINDING-UP
8.1 The company may be wound up voluntarily or by the court.
ARTICLE 9: AMENDMENTS
9.1 This constitution may be amended by a resolution passed by not less than [Number] percent of the members of the company.
ARTICLE 10: REGULATIONS
10.1 The company shall make such regulations as it thinks fit for the conduct of its business and for the management of its affairs.
This is an example of a basic private limited company’s constitution. It is important to seek legal advice and to tailor the constitution to your specific company’s needs and requirements.