Botswana's registry overview

1. SPACE ALLOCATED FOR THE
HEADING
Conductor Paul Masena
Registrar General – Companies and Intellectual
Property Authority
INTRODUCTION TO THE CIPA
REGISTRY

2. Ø The Companies and Intellectual Property Authority (CIPA) is a
Parastatal en9ty under the Ministry of Investment, Trade
and Industry
Ø Formerly a government department, CIPA was established by
the Companies and Intellectual Property Act, CAP 42:13,
which was enacted in July 2011
Ø The Authority took over the mandate of the Office of the
Registrar of Companies and Intellectual Property (ROCIP)
following full commencement of the Act on 1st November
2014
2
BACKGROUND

3. Ø CIPA is governed by the Board of Directors established
under Sec9on 7 of the CIPA Act
Ø Members are appointed by the Minister of Investment,
Trade and Industry in terms of Sec9on 9 of the Act
Ø Board members are eight (8) in including a Chairperson and
Vice Chairperson
Ø All members are non-Execu9ve members appointed on the
basis of their skills, knowledge of industry, and resources
required to fulfil the du9es of the Board
CIPA BOARD OF DIRECTORS

4. Ø CIPA is mandated to register businesses and protect
intellectual property rights through the administra9on of four
(4) pieces of legisla9on, namely;
§ The Companies Act (CAP 42:01)
§ Registra9on of Business Names Act (CAP 42:05)
§ Copyright and Neighbouring Rights Act (CAP 68:02)
§ Industrial Property Act (CAP 68:03)
4
CIPA MANDATE

5. Ø The ra9onale for establishing CIPA as an autonomous body
was to, among others:
§ Improve the Authority’s opera9onal efficiency thereby
enhancing the ease of doing business in Botswana
§ Relieve Government of organisa9ons with the poten9al to
sustain themselves
§ A_ract and retain skilled manpower
Ø CIPA has a strategic plan 2015 – 2020, which was approved
by the Board on 27th April 2015. The strategic plan is
currently being implemented
5
RATIONALE FOR ESTABLISHING CIPA

6. To protect the interests of investors and
rights holders by providing efficient and
accessible business registration and
Intellectual Property services.
To be the leading Business
Registration and Intellectual
Property Authority contributing to
making Botswana the No.1
business destination in Africa by
2020
8
What is our desired
future?
Why do we exist,
What services do
we offer and for
whom?
CIPA VISION AND MISSION

7. CUSTOMER FOCUS
INNOVATION
INTEGRITY
EFFICIENCY
10
CIPA CORE VALUES
We continuously
seek to understand
customers’ needs
and focus on
satisfying them.
We encourage a
culture of innovation
and creativity at all
levels of the
organisation.
We strive to
continuously do the
right things by being
open, honest, and
accountable and by
having accurate and
up to date information
all the time.
We promise to
always deliver quality
service at the speed
that will exceed
customer
expectations.

8. CIPA ORGANISATIONAL STRUCTURE
Figure 1: CIPA organiza?onal structure

9. CBN staff cons?tutes 20%, that is, 18 out of the Authority's
current staff compliment (in post) of 89.
9
COMPANIES AND BUSINESS NAMES (CBN) STAFF
COMPLIMENT
Awareness &
Compliance; 27
Companies &
Business Names;
18
Copyright; 7
Industrial
Property; 11
Corporate
Services; 17
RG's Office; 5
IT; 4
TOTAL HEADCOUNT AS AT APRIL 2018 = 89
Figure 2: CBN staff compliment

10. • Processing applica?ons made in terms of the Companies Act
and Registra9on of Business Names Act, and maintaining a
register of companies and business names in the data base;
• Responsible for the safe custody of all documents lodged with
the Companies and Business Names Office;
• Examining and registering all annual returns and other
documents lodged with the Companies and Business Names
Office;
• Prescribing fees and condi?ons under which customers may
consult, inspect, make copies of, or obtain extracts from
documents lodged with the Office; and
• Advising the Government on issues of policy and regula9on
related to Companies and Business Names
SERVICES PROVIDED BY THE CBN DEPARTMENT

11. Ø From December 2016 to the 31st March 2018, the number of
companies and business names registered with the Authority
have been growing exponen9ally
Ø To date, a total of 260, 262 and 209, 893 companies and
business names, respec9vely were registered as per figures 3
and 4 below
Ø Of the 260, 262 companies, 124, 390 companies were due to
submit annual returns from April 2017 to March 2018.
However, only 18, 111 companies submi_ed their returns,
represen9ng 15% compliance
COMPANIES AND BUSINESS NAMES REGISTRATION

12. NUMBER OF COMPANIES REGISTERED: Dec 2016 –
March 2018
200000
210000
220000
230000
240000
250000
260000
270000
Figure 3: Total Number of Companies Registered

13. NUMBER OF BUSINESS NAMES REGISTERED: Dec 2016
– March 2018
180000
185000
190000
195000
200000
205000
210000
215000
Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18
Figure 4: Total Number of Business Names registered

14. 14
REVENUE GENERATION IN FIGURES
2015/16 2016/17 2017/18 Total
Target 35,000,000 40,000,000 46,500,000 121,500,000
Actual 35,803,285 43,119,807 40,685,024 119,608,116
0
20,000,000
40,000,000
60,000,000
80,000,000
100,000,000
120,000,000
140,000,000
Reveneu Generated in Millions of Pula
Figure 5: Revenue genera9on for 2015/2016 to 2017/18

15. Ø The Authority currently uses the Companies and Business
Names Administra9on System (CBNAS) for the processing of
companies and business names, which was launched in March
2008
Ø It is a semi-automated System, which does not have online
registra9on capabili9es
Ø The system is Expensive to maintain and allows for a lot of
manual processes, affec9ng the Authority’s data integrity
CURRENT SYSTEM AND PROCESS CHALLENGES

16. Ø There is limited access to the Authority’s services, as its offices
are only found in four (4) service centres, namely; Gaborone,
Francistown, Serowe and Maun
Ø There is low compliance to annual returns
Ø There are very long queues leading to dissa9sfied customers
CURRENT SYSTEM AND PROCESS CHALLENGES

17. Fundamental changes are needed on how the registry
processes are conducted in order to cope with the transi9on to
an online registry, which is meant to:
Ø Reduce opera9ng costs;
Ø Improve client sa9sfac9on;
Ø Reduce reliance on manual (paper) records;
Ø Increase transparency and Integrity of the registry; and
Ø Improve efficiencies
TRANSITIONING TO AN ONLINE
REGISTRY

18. Ø A partnership Agreement between the Government of
Botswana and the New Zealand Government for the
implementa9on of the online companies and business names
registra9on system was signed on 14th July 2016
Ø Legal reforms to pave way for the online business registra9on
system (OBRS) were passed by Parliament in April 2018
Ø Technical Assistance for the project is provided by New Zealand
Companies Office, while Foster Moore caters for the Sojware
aspect of the project
NEW DEVELOPMENTS: ONLINE BUSINESS
REGISTRATION SYSTEM

19. • The legal reforms will usher in the following ini9a9ves:
Ø Allowance for online applica9ons to be received and
processed by the office;
Ø Consolida9on of Name Reserva9on and registra9on into one
process;
Ø Improvement of compliance through the removal of
companies from the register without giving no9ce in case of
non-compliance;
Ø Companies to give no9ce of the number of shares held by
each shareholder without sta9ng value of shares; and
Ø Public no9ces to be done in all media (currently restricted to
Government Gaze_e)
NEW DEVELOPMENTS BROUGHT BY THE LEGAL
REFORMS

20. • All companies and business names to re-register
within a 24 months period following the launch of
the OBRS
• The objec9ve is to enable the migra9on of accurate
and reliable data to the new system
• All Companies will be exempted from paying
accumulated outstanding annual return fees during
the re-registra9on period
NEW DEVELOPMENTS BROUGHT BY THE LEGAL
REFORMS (CONT’D)

21. • Increased and improved access to CIPA services by both local
and foreign customers due to online registry
• Companies and Business Names registra9on will be processed
in hours instead of days
• There will be reduc9on in manual processes (less paperwork).
• Issuance of electronic cer9ficates
• Improved and free of charge company Search
• Improved compliance to Annual returns by the system
prompted e-reminders
• Fully online system, including payments through debit cards,
credit cards and Mobile Financial Services (e.g., orange
money)
EXPECTED BENEFITS OF THE ONLINE REGISTARTION
SYSTEM

22. • The principal idea behind the UIN concept is to have a unique
and uniform number format that would iden9fy a company from
everywhere it has a point of contact
• CIPA has been iden9fied as the primary point of contact
• The three agencies that have been ini9ally iden9fied to adapt
and adopt their numbers to that of the UIN are CIPA, BURS and
PPADB
• The UIN will be rolled out to other ins9tu9ons and agencies such
as banks, Government procuring and licensing en99es, u9lity
service corpora9ons and other key stakeholders
UNIQUE IDENTIFICATION NUMBER (UIN)

23. Ø Improvement in the World Bank Doing
Business Rankings by Botswana; and
Ø Facilita?ve Business Environment and
Ease of Doing Business, leading to a
COMPETITIVE ECONOMY
EXPECTED BENEFITS: OBRS AND UIN

24. § NDBC AND STARTING-A-BUSINESS SUBCOMMITTEE
§ ALL GOVERNMENT AGENCIES
Ø NATIONAL STRATEGY OFFICE (NSO)
Ø CIVIL AND NATIONAL REGISTRATION (OMANG OFFICE)
Ø NATIONAL ARCHIVES
Ø ATTORNEY GENERAL’S CHAMBERS
Ø GOVERNMENT MODERNISATION OFFICE
Ø LOCAL AUTHORITIES
CRITICAL STAKEHOLDERS

25. THANK YOU
END OF PRESENTATION