Of all the things a new Botswana company owner is told they need, the company secretary is the one that sounds most like an upsell. It is not. It is a statutory appointment — the company is expected to have one, the registry expects to know who it is, and the role carries real duties.
What is fair to say is that most people are sold the appointment and never told what it is for. So here it is.
What the role actually does
A company secretary keeps the company’s own records straight. In practice that means the registers of directors, members and shareholdings stay accurate as people join, leave and transfer shares — and that your resolutions, minutes and company records are properly prepared and safely kept.
That sounds administrative until you need it. Every one of these is a moment where the register is the only thing that answers the question:
- A bank asks who is authorised to sign on the company account, and on what authority.
- A tender or corporate customer asks for proof of your current shareholding.
- A shareholder leaves and wants their shares transferred, and the transfer has to be recorded somewhere that counts.
- A director is added or removed and the registry has to be told, correctly and on time.
- Something goes to a dispute, and the question is what the company actually resolved, and when.
If none of that is written down anywhere, you do not have a disagreement about the facts. You have no facts.
The failure mode nobody warns you about
Here is the part we see most, and it is not bad work. It is a secretary who becomes unreachable.
An appointment made cheaply at registration, by someone who treated it as a one-off form rather than a standing role, tends to go quiet in year two. Your filings are late. Your register is out of date. And when you try to fix it, you discover that you cannot remove or replace an appointment without the paperwork the person who has gone quiet was supposed to be keeping.
The company is then non-compliant through no act of its own, and the cost of unwinding it is many times the P300 the appointment was worth.
Before you appoint anyone, ask one question: who do I call, and will they answer in two years? If the honest answer is "the person who registered my company, if they still do this", that is the risk, not the price.
What it should cost
PulaGo appoints a vetted professional as your company secretary for P300 — chosen to be reliable, contactable, and there for the long term. If you are a company already on the CIPA register without a constitution, the P450 constitution service includes the secretary appointment at no extra charge, so the two should never be billed to you twice.
A price much below that is usually not a better deal. It is the appointment without the role, which is the arrangement that fails in year two.
Can a director be the company secretary?
This is the question we get asked most, and it deserves a careful answer rather than a confident one. The rules on who may hold the appointment, and in which combinations, sit in the Companies Act and in CIPA’s own practice, and they are not the sort of thing to take from a blog post — including this one.
What we can tell you is the practical reality behind the question. People ask it hoping to save P300, and the saving is real only if someone in the company will genuinely do the work: keep the registers current, prepare the resolutions, file the annual return on time, and still be doing it in three years. If that person exists, good. If the plan is that nobody does it and the title sits with whoever signed first, the P300 was never the expensive part.
Check your own position with CIPA, or ask us to check it against your company’s actual register before you decide.
What to do if yours has gone quiet
- Find out what is actually on file. Your CIPA record shows who is registered as secretary and what has been filed against the company.
- Work out what is outstanding — most often one or more annual returns, and a register that no longer matches reality.
- Appoint someone who will hold the role properly, and have the change recorded.
- Bring the outstanding filings up to date. Arrears are usually charged per outstanding year, so this gets more expensive the longer it waits, not less.
If that is where you are, bring the company across rather than starting again — a company already on the register does not need re-registering, it needs its compliance taken over.
PulaGo is a private company and is not affiliated with or endorsed by CIPA. Our fees are shown separately from government fees.