11 Apr 2018

The Companies (Amendment) Bill of 2018 was passed to the committee stage on Tuesday after Members of Parliament unanimously supported it.

Presenting it for second reading, Minister of Investment, Trade and Industry, Ms Bogolo Kenewendo said the bill was part of a broader doing business reform roadmap which was approved in 2014.

The minister explained that it was necessary to amend the existing Companies Act and introduce a new legislation which would facilitate both the new registration and re-registration of companies and businesses under a completely automated system.

She said the bill sought to introduce new clauses that would allow new companies to be registered under the new Online Business Registration System (OBRS) as well as enable the maintenance of records for all registered companies under the OBRS.

“The proposed bill will also introduce streamlined and reduced processes which will greatly improve turn-around times for business registration and therefore enhance service delivery,” explained the minister, adding that the approval and implementation of the bill would improve the business environment.

Among changes introduced by the bill, the minister said clause 2 would remove the provision for dormant as companies would now only be deemed as active or de-registered.
Furthermore, Ms Kenewendo said “clause 5 of the bill would amend the existing piece of legislation to facilitate for the online registration of companies, while amendments at clauses 6, 11, 13 and 14 were aimed at simplifying the process of registration of companies.”

“The amendments to the above mentioned sections in effect provide that companies will be required to only give notice of the number of shares held by shareholders without stating the class or value of such shares.
Clause 6 further introduces the requirements that a company should disclose its beneficial owners in order to ensure that the company is not used as a vehicle for money laundering or terrorist financing,” added the minister.

She further said that clause 9 of the bill would make it mandatory for companies limited by guarantee to have a constitution while clauses 10 and 15 would introduce a requirement for companies to submit to the registrar a notice of any movement in its shares within 20 working days.

She also said clause 28 would make provision for de-registration of companies where the company had failed to submit annual returns.

Gaborone Bonnington South MP, Mr Ndaba Gaolathe said the bill was a step in the right direction because it sought to improve the provision and availability of information which was necessary to monitor companies.

“We do know that companies need to be monitored for different reasons. They need to be monitored for money laundering and other reasons,” he said.

However, he expressed concern about the proposed online de-registration of companies which failed to submit annual returns on time. The MP argued that the move to de-register companies for failing to submit returns on time would be too harsh and should be reduced to penalties instead.

Francistown South MP, Mr Wynter Mmolotsi buttressed the point that de-registering companies which had not submitted annual returns on time would be a heavy handed move. The legislator however expressed his support for the bill. Ends