Most people meet their company constitution twice: once when somebody tells them they need one, and once when something has gone wrong. The gap between those two moments is where all the value of getting it right sits.
This is what the document actually does, what has to be decided before anyone can draft it, and what to do if yours is still not on file.
What the constitution decides
A constitution is the company’s own rulebook. It states what the shares are, who holds them, who may decide what, and how the company settles a disagreement between the people who own it.
That last one is the part worth dwelling on. Two shareholders who agree about everything do not need a constitution. Two shareholders who disagree about one thing — whether to take on debt, whether to bring in a third partner, whether one of them can sell — need a document that already answered the question before either of them had a reason to want a particular answer.
The honest framing: a constitution is cheap to write while everybody is still getting along, and expensive to litigate when they are not.
What has to be decided before anyone can draft it
We work through ten questions before a word is drafted, because each one has a wrong answer that costs a re-filing rather than an edit.
- The exact company name, as registered or reserved. The constitution is written in the company’s exact name, and a name that is not secured yet can still be refused or changed.
- What kind of company it is — private (Pty) Ltd, close company, limited by guarantee, or public. There is a different constitution for each, and they are not interchangeable. This is the choice most expensive to get wrong.
- The physical registered office address in Botswana. It goes onto your CIPA record and is where official notices are delivered. A postal box on its own will not do.
- The month your financial year ends. It fixes when your accounts and annual returns fall due for the rest of the company’s life.
- The CIPA business activity. CIPA uses a fixed list, not a free description — and the one you choose also decides which trading licence you will need afterwards.
- Every director and shareholder, with a working phone number and email for each. Each of them has to sign.
- An Omang, or a passport for a non-citizen, for each of them. Identity has to be on file for every controller of the company.
- How the shares are split, agreed by all shareholders before drafting. Changing it afterwards means fresh resolutions, fresh signatures and another filing.
- Whether any shares are held jointly or on somebody else’s behalf, and who ultimately benefits. These are declarations the shareholders make themselves — nobody can make them for them — and they are checked.
- Who the company secretary will be. They are named on the record, keep your statutory registers and file your returns once the company is running.
If you want to see where you stand before talking to anyone, the constitution readiness checklist asks exactly these ten and tells you which ones you cannot yet answer. It is free and takes about two minutes.
Choosing a financial year end, while you still can
Question four looks like the dullest on the list and quietly matters most, because it is the one that recurs. Your financial year end fixes when your annual return and your tax filings fall due every year for the life of the company.
December matches the calendar year. March matches the BURS tax year. Both are common, and both are defensible. The thing to avoid is picking a month that lands your accounts in your busiest trading period — a choice you make once in about ten seconds and then live with annually.
The 30 September 2026 deadline, now that it has passed
CIPA set 30 September 2026 as the date by which companies on the register without a constitution on file were to have one. That date has gone.
We are not going to tell you what CIPA will do about a company that missed it, because we would be guessing, and a compliance business guessing about consequences is worse than useless. What we can tell you is the only thing within your control: if your company is still without a constitution on file, filing one now is strictly better than filing one later, and the question of what the delay costs is one for CIPA rather than for us.
If you are not sure whether your company has a constitution on file, that is answerable from your CIPA record rather than from memory. Check before you assume either way.
What it costs
PulaGo drafts a constitution for a company already on the CIPA register for P450, and lodges it the same working day your last shareholder signs. A company secretary is appointed at the same time at no extra fee, which is why you should never be billed the P300 appointment alongside it.
CIPA’s own lodgement fee is payable by you, at cost. That is the one price on our card that is not included, and we would rather say so here than have you discover it.
For a company being registered from scratch, the constitution is part of the P750 registration rather than a separate purchase.
The part that is not a document
The reason this is not a template you download is that the work is the conversation, not the typing. What are the shares actually for? Who decides what, and at what threshold? What happens when two shareholders disagree and neither will move?
A generic constitution answers all three with whatever the default happens to be. That is fine until the day it is not, and on that day the document is the only thing that counts.
PulaGo is a private company, not a government agency, and is not affiliated with or endorsed by CIPA. Our fees are shown separately from government fees.