19.     Essential requirements and types of company

            (1) A company shall have-

     (a)     a name;

     (b)     one or more shares in the case of a company limited by shares;

     (c)     one or more members in the case of a close company or a company limited by guarantee;

     (d)     one or more directors in the case of a private company and two or more directors in the case of a public company; and

     (e)     a secretary in the case of all companies other than a close company and an accounting officer in the case of a close company.

            (2) A company shall be-

     (a)     a company limited by shares;

     (b)     a close company; or

     (c)     a company limited by guarantee.

            (3) Every company limited by shares or by guarantee shall be either a private company or a public company.

            (4) Every company limited by shares or by guarantee shall be a public company unless it is stated in its application for incorporation or its constitution that it is a private company.

20.     Right to apply for registration

            Any person may, either alone or together with another person, apply for the registration of a company under this Act.

21.     Application for registration

            (1) An application for the registration of a company under this Act shall be made to the Registrar, and shall be-

     (a)     in the prescribed form;

     (b)     signed by each applicant;

     (c)     accompanied, in the case of a company other than a close company, by a document in the prescribed form signed by every person named as a director or secretary, containing his consent to be a director or secretary and a certificate that he is not disqualified from being appointed or holding office as a director or secretary of a company and providing the identity number of the director; and

     (d)     accompanied by-

           (i)       in the case of a company having a share capital, a document in the prescribed form signed by every person named as a shareholder, or by an agent of that person authorised in writing, containing that person’s consent to being a shareholder and to taking the class and number of shares specified in the document and stating the consideration to be provided by that shareholder for the issue of those shares,

          (ii)       in the case of a close company, a document in the prescribed form signed by every person named as a member, containing that person’s consent to being a member and stating the particulars required by section 248(4),

          (iii)       in the case of a company limited by guarantee, a document signed by each person named as a member, or by an agent of that person authorised in writing, containing that person’s consent to be a member and stating a named amount up to which the member undertakes to contribute to the assets of the company, in the event of its being wound up while that person is a member, or within one year after ceasing to be a member, for payment of the debts and liabilities of the company contracted before that person ceases to be a member, and of the costs, charges and expenses of the winding up, and for the adjustments of the rights among themselves of the other members who are similarly required to contribute, or

         (iv)       if the document has been signed by an agent, the instrument authorising the agent to sign it; and

     (e)     accompanied by a notice given under section 32(3) reserving a name for the proposed company; and

     (f)      accompanied by a document certified by at least one applicant as the company’s constitution, if the proposed company is to have a constitution apart from the Act.

            (2) Without limiting the provisions of subsection (1), the application shall state-

     (a)     the full name and address of each applicant;

     (b)     the full name and residential address of every director and of the secretary of the proposed company;

     (c)     the full name and residential address of every shareholder or member of the proposed company, and in the case of a company limited by shares, the number of shares to be issued to every shareholder and the amount to be paid or other consideration to be provided by that shareholder for the issue of those same shares;

     (d)     whether the company is a private company;

     (e)     whether a company is a close company;

     (f)      the registered office of the proposed company; and

     (g)     the physical address of the principal place of business or other activity of the proposed company.

            (3) The application shall also be accompanied by a declaration made by a person engaged in the formation of the company, who shall be one of the persons referred to in subsection (4), stating that the application complies with the provisions of this Act.

            (4) The person who may make the declaration of compliance referred to in subsection (3) shall be-

     (a)     a legal practitioner;

     (b)     a member of the Botswana Institute of Accountants;

     (c)     a member of the Southern African Institute of Chartered Secretaries and Administrators; or

     (d)     such other class of person as the Minister may prescribe.

22.     Registration

            On receipt of a properly completed application for registration of a company, the Registrar shall-

     (a)     enter the particulars of the company on the register;

     (b)     assign a unique number to the company as its company number; and

     (c)     issue a certificate of incorporation in the prescribed form.

22A.  Delegation of powers by the Registrar

            Registrar may, in writing, delegate to any officer at or above the level of Principal Commercial Officer in the office of the Registrar of Companies, the power to sign and issue certificates of incorporation.

23.     Certificate of incorporation

            A certificate of incorporation of a company issued under section 22 is conclusive evidence that-

     (a)     all the requirements of this Act as to registration have been complied with; and

     (b)     on and from the date of incorporation stated in the certificate, the company is incorporated under this Act.

24.     Separate legal personality

            A company incorporated under this Act shall be a body corporate with the name by which it is registered from time to time and shall continue in existence until it is removed from the register of companies.