This is the single most expensive thing a non-citizen founder can discover late in Botswana, and it is almost never mentioned in the ordinary "how to register a company" advice — including, for a long time, ours.
Some business activities are reserved for citizens. If yours is one of them and you are not a citizen, the structure has to account for that — often through a joint venture — and it is far cheaper to know before you incorporate than after.
Why it catches people
Because incorporation and licensing are two different gates, run by two different bodies, in that order.
CIPA will register your company. That step asks what the company is called, who owns it and who directs it. It does not generally stop you because of what you intend to do. So the certificate arrives, the company exists, and everything looks fine.
The reservation bites at the second gate — the licence, which comes from the council or the relevant authority, and which is what actually allows you to trade. That is where the activity is examined, and that is where a structure that was never going to work is found out.
Incorporation makes the company exist. A licence makes it allowed to trade. Nothing about holding a certificate of incorporation implies you will get the licence.
What it costs to find out late
The money is not the worst of it, though there is money. Changing who owns a registered company is not an edit — it is share transfers, amended registers, consent forms signed again by people who thought they were done, and a licence application that has to start over. If you have signed a lease or bought stock on the assumption that you were trading next month, that is the real bill.
Found out before incorporation, the same situation is a conversation about shareholding percentages over a weekend.
What "a joint venture" actually means here
It means a citizen holds a real stake in the company, with a real say, recorded properly in the register. That is the structure the rules are looking for, and the register has to show it because the register is what anyone checking will look at.
What it should not mean is a nominee — someone who holds shares on paper for a fee and has no actual involvement. That arrangement is fragile in every direction at once:
- It is a misrepresentation to the authority that granted the licence, which puts the licence itself at risk.
- The register says they own the shares, because that is what a register is for. If the relationship turns, the paper is on their side.
- It is difficult to unwind cleanly later, including when you want to sell or bring in an investor who does due diligence.
If you are going to have a citizen partner, have an actual partner. It is both the compliant answer and the one that does not end badly.
How to check before you commit
- Describe the activity precisely, not loosely. "Retail" and "general dealer" and "supplying one corporate customer" are different answers to the licensing question. Vagueness here is what produces the wrong advice.
- Work out which licence that activity needs, and from whom — councils issue trading licences, and some sectors have their own authority entirely.
- Check whether the activity sits on the reserved list, and whether your intended ownership works for it.
- Only then decide the shareholding, and only then draw up the constitution and consent forms.
PulaGo runs this check as part of working out which licences you need, which is why it happens before the paperwork rather than after.
A word on what we will not tell you
We are not going to publish a list of reserved activities with a date on it. The schedules change, they are set by government rather than by us, and a stale list on a blog is exactly the kind of thing someone budgets against six months later. The reservation applies to your specific activity in your specific district, and that is a question to put to the licensing authority — or to us, against what your business actually does.
PulaGo is a private company, not a government agency, and is not affiliated with or endorsed by CIPA, BURS or PPRA. Confirm your position with the relevant licensing authority before committing to a structure.