Form 31B PDF Details

At the heart of corporate governance and accountability in Botswana is the annual requirement for companies limited by shares to complete and submit Form 31B as mandated by the Companies Act, Chapter 42:01. This detailed form serves as a comprehensive snapshot of the company's annual return, covering a wide array of essential information. It includes the physical and postal addresses of the company's registered office, a summary of share capital and debentures, various particulars about the directors, auditors, and secretaries, and an update on shareholder dynamics. Additionally, the form delves into specifics such as the classes and numbers of shares issued—delineating those paid wholly in cash versus those for consideration other than cash—and details regarding shares forfeited, acquired, or held as treasury shares. The obligation to attach a list of shareholders and record any share transfers since the last annual return or the date of incorporation underscores the emphasis on transparency and up-to-date record-keeping. Furthermore, companies are required to attach their most recent audited financial statements, annual directors’ report, and auditors’ report, where applicable, certifying their accuracy and compliance. Special provisions and certifications tailored for both private and public companies are also integral components of the Form 31B, ensuring that distinct regulations and exceptions are adequately addressed. This form, thus, stands as a crucial mechanism in maintaining the fidelity of corporate activities within Botswana, aimed at ensuring that companies operate within the bounds of the law while providing necessary information to the Registrar of Companies, shareholders, and the public.

QuestionAnswer
Form NameForm 31B
Form Length5 pages
Fillable?No
Fillable fields0
Avg. time to fill out1 min 15 sec
Other namesdownload company registration forms, cipa online company registration botswana, cipa login, cipa botswana

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REPUBLIC OF BOTSWANA

COMPANIES ACT

CHAPTER 42:01

FORM 31 B

DOCUMENT

NUMBER

……………….

FOROFFICE

USE ONLY

FORM OF ANNUAL RETURN FOR A COMPANY LIMITED BY SHARES

(Section 217)

TO BE COMPLETED LEGIBLY IN BLACK INK

1. Form of Annual Return of a Company Limited by Shares

Annual Return of Company number……………………….Company name

….…………………….......................……………………….. Company Limited by shares

made up to the date of the Annual Meeting.

Date of meeting…………………….……………………..or Resolution in lieu of meeting

under section 107 (2) of the Act, being for the year…………………………

1.Physical and Postal Address of the registered office of the company

………………………………………………………………………………………………………………………………

2.Physical and Postal Address of the company

…………………………………………………………………………………………………………………………………

3.Address at which the register of shareholders or members is kept (if not kept at registered office)

…………………………………………………………………………………………………………………………………

4.Address at which financial records are kept (if not kept at the registered office)

…………………………………………………………………………………………………………………………………

The company is-[tick/cross the correct box]

(i) A public company

(ii) A non-exempt company

(iii) An exempt company

2.Summary of Share Capital and Debentures Share Capital

1)

Total number of shares issued by the Company:

........................................................................

2)

Total amount paid up on shares

P

 

Total amount called but unpaid

P

 

Amount received on any shares forfeited

P

Stated Capital

P

3)

Classes of Shares

Number

Class

 

 

..…………………………

Ordinary

 

 

.…………………………

Preference

REPUBLIC OF BOTSWANA

COMPANIES ACT

CHAPTER 42:01

FORM31B

[Cont]

4)Number of shares of each class issued subject to payment wholly in cash

5)Number of shares of each class issued as fully paid up for a consideration other than cash

6)The nature of the consideration given for such shares

7)Number of shares of each class issued as partly paid up for a consideration other than cash and extent to which each such shares is so paid up

8)The nature of the consideration given for such shares.

9)Amount called up on shares of each class

………………………………… …………………….shares

………………………………… …………………….shares

………………………………… …………………….shares

………………………………… …………………….shares

………………………………… …………………….shares

………………………………… …………………….shares

………………………………………..

………………………………… …………………….shares

issued as paid up to extent of P……………………………………………………..per share

………………………………… …………………….shares

issued as paid up to extent of P……………………………………………………..per share

issued as paid up to extent of P……………………………………………………..per share

issued as paid up to extent of P……………………………………………………..per share

………………..…………………….

……………………………………...

P………………..…….per share on ……....................shares

P………………..…….per share on ……....................shares

10)

Total number of shares of each class forfeited

………………………………… …………………….shares

 

 

………………………………… …………………….shares

11)

Total amount paid, if any, on shares forfeited.

 

 

 

P……………………………………………………………

12)

The total number of shares purchased or otherwise acquired

 

 

by the company

P……………………………………………………………

13)

The total number of shares redeemed by the company

 

 

 

P……………………………………………………………

14)

The total number of shares held as

 

Treasury shares

P……………………………………………………………

15)

Total amount of the sums, if any, allowed by way of discount

 

 

in respect of any debentures since the date of the last return

P……………………………………………………………

16)Total amount of indebtedness of the company in respect of all

charges which are required to be registered with the Registrar. P……………………………………………………………

REPUBLIC OF BOTSWANA

COMPANIES ACT

CHAPTER 42:01

FORM31B

[Cont]

3. Particulars of Directors, Auditors and Secretaries

Names and addresses of the Directors, Auditors, Secretaries and Share Transfer Secretaries on the

………………day of……………………….

Directors

Surname and Name

Identity number(s)

Postal Address

Other Directorships

 

Auditors

Surname and Name

Postal Address

 

 

Secretary

 

 

 

 

Surname and

Name

 

Postal Address

 

 

 

 

 

 

 

 

 

 

Share Transfer Secretary

 

 

 

 

Surname and

Name

 

Postal Address

 

 

 

 

 

 

 

 

4.Other matters (to be stated on a separate page)

(1)If the company is a party to a listing agreement with a stock exchange, state the names and addresses of, and the number of shares held by-

(i)the persons holding the I 0 largest numbers of shares; or

(ii)if there is more than one class of shares, the persons holding the 10 largest numbers of shares in each class.

(2)Subject to sub-paragraph (2), unless the following particulars are included in the balance sheet or in a note on or a statement annexed to the balance sheet, which is required to be filed with this annual return particulars of-

(i)the names, countries of incorporation and nature of the businesses and subsidiaries of the company and of all corporations in which the company is entitled by itself or a nominee to exercise more than 25 per cent of the votes exercisable at a general meeting of

REPUBLIC OF BOTSWANA

COMPANIES ACT

CHAPTER 42:01

FORM31B

[Cont]

the company; and

(ii)where the company is a subsidiary of another company or corporation, the name of the company or corporation regarded by the directors as the ultimate holding company of the first-mentioned company and if it is known to them the country in which it is incorporated.

Note:

The information required by this paragraph need not be given if the Registrar so directs and for this purpose the Registrar shall have regard to whether the disclosure would be harmful to the business of the company or of that of other companies and this harm outweighs any benefit to the public in requiring this disclosure

5.List of Shareholders

Shareholder register number (If

any)

Surname and Name

Identity number(s)

Postal Address

Number of Shares held

6. List of shares transferred since date of incorporation / last annual return*

Date of transfer

Name of transferring shareholder

Name of Transferee

Number of shares transferred

*Strike out whichever is not applicable

7.Copy of last Audited Financial statements and Annual Report of the Company (where required to be filed in terms of section 209 of the Act.)

Note: This return must include a copy, certified both by a Director and by the Secretary of the Company to be a true copy, of the financial statements laid before the company in general meeting during the period to which the summary relates, and, in addition a copy, certified as aforesaid, of the report of the auditors on the financial statements and a copy of the Annual report of the directors where required to be filed in terms of Section 212.

FORM31B

[Cont]

REPUBLIC OF BOTSWANA

COMPANIES ACT

CHAPTER 42:01

8.Certificates to be given by a Private Company

(1)We certify-

(i)that the Company has not since the date of incorporation of the company/ the last Annual Return* issued any invitation to the public to subscribe for any shares or debentures of the company;

(*Delete whichever is inappropriate)

(ii)T he number of shareholders or members of the company is………………………..

…………………………

Director

…………………………

Secretary

(2)Should the number of shareholders or members of the company exceed 25, the following certificate is required:-

We certify that

the excess of members of the

company above 25

consists

wholly of persons who

are in the employment of the Company

and/or of

persons

who,

having

been formerly

in

the

employment

of

the company, were while

in such

e employment,

and have continued

after

the

termination of

such employment to be, shareholders or members of

the company.

 

 

 

…………………………

Director

…………………………

Secretary

(3)In case of a private company which has passed an unanimous resolution under Section 246 that no interests register need to be kept by the company, state the date of the resolution

...................................

We certify that no shareholder has, at the date of the annual return, given notice in writing to the company requiring it to keep an interest register.

…………………………

Director

…………………………

Secretary

9.Certificate to be given by a public Company

(i)the number of shareholders or members of the company is

…………………………

Director

…………………………

Secretary

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Completing section 1 of cipa company registration forms

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Share Capital, Physical and Postal Address of, and i A public company in cipa company registration forms

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