Thousands of Botswana company directors woke up on Thursday to messages informing them their companies had been deregistered by the Companies and Intellectual Property Authority (CIPA) for failing to submit company constitutions before the September 30 deadline. The move sparked widespread criticism on social media with business owners expressing frustration over the compliance exercise.The deregistration follows the expiry of an extended deadline that CIPA had set for companies to file constitutions. The authority had previously moved the deadline from March 2026 to September 30, warning that companies that failed to comply would be removed from the register.
Under Companies Act, all companies are required to have and file a constitution. The requirement applies to private and public companies, close companies, companies limited by guarantee, foreign companies and external companies. CIPA has said the measure is part of efforts to strengthen corporate governance, improve transparency and align Botswana’s regulatory framework with international standards on anti-money laundering and beneficial ownership disclosure.
In the months leading up to the deadline, CIPA conducted awareness campaigns, issued public notices and encouraged businesses to submit constitutions through its Online Business Registration System. Despite the warnings, many companies remained non-compliant when the deadline expired on September 30.
Section 37 of the Companies Act requires companies to submit constitutions and provides for deregistration of entities that fail to comply. The law also allows affected companies to apply for restoration after submitting the required constitution and paying prescribed penalties.
In the months leading up to the deadline, CIPA conducted awareness campaigns, issued public notices and encouraged businesses to submit constitutions through its Online Business Registration System. Despite the warnings, many companies remained non-compliant when the deadline expired on September 30. Thursday’s deregistrations prompted a rush of reactions online as affected directors sought clarification on the status of their businesses while others accused the CIPA online system of failing them.
CIPA introduced the cons titution requirement as part of its reforms to the Companies Act aimed at improving corporate record-keeping and strengthening disclosure requirements for companies operating in Botswana.
