Registration of Business Names
Registration of Business Names
ARRANGEMENT OF SECTIONS
SECTION
1. Short title
2. Interpretation
3. Registrar and register
4. Firms, individuals and bodies corporate to be registered
5. Registration by nominee, etc.
6. Manner and particulars of registration
7. Statement to be signed by persons registering
8. Time for registration
9. Registration of changes
10. Penalty for default in registration
11. Disability of persons in default
12. Penalty for false statement
13. Particulars to be furnished to Registrar
14. Certificate of registration
15. Cancellation of entries in register
16. Extension of time
17. Restriction on registration of certain business names
18. Prohibition notwithstanding registration
19. Inspection of documents and provision of copies
20. Certified copies to be evidence
21. Regulations
22. Publication of true names, etc.
23. Provisions with respect to offences
24. Penalties for offences
individuals and one or more bodies corporate, or of two or more bodies corporate, who or which
have entered into partnership with one another with a view to carrying on business for profit;
"foreign concern" means any firm, individual or body corporate, whose principal place
of business is not situated within Botswana;
"individual" means a natural person and does not include a body corporate;
"initials" includes any recognized abbreviation of a forename;
"minor" means a person who has not yet attained the age of 21 years;
"register" means the register which the Registrar is required to keep under section 3;
"Registrar" means the Registrar of Business Names appointed under section 3.
(2) References in this Act to a change of name do not include a change of name which
has taken place before the person whose name has been changed attained the age of 18 years.
3. Registrar and register
(1) There shall be a Registrar of Business Names appointed by the Minister.
(2) The Registrar shall keep a register in the prescribed form in which shall be entered
such particulars as are required by this Act to be entered therein.
4. Firms, individuals and bodies corporate to be registered
Subject to the provisions of this Act
(a) every firm having a place of business in Botswana and carrying on business under a
business name which does not consist of the surnames of all individuals who are
partners and the corporate names of all bodies corporate which are partners, without
any addition other than the forenames of individual partners or the initials of such
forenames;
(b) every individual having a place of business in Botswana and carrying on business
under a business name which does not consist of his surname without any addition
other than his forenames or the initials thereof;
(c) every individual or firm having a place of business in Botswana who, or a member of
which, has either before or after the commencement of this Act changed his name,
other than, in the case of a woman, in consequence of marriage; and
(d) every body corporate having a place of business in Botswana and carrying on business
under a business name which does not consist of its corporate name without any
addition,
shall be registered in the manner required by this Act:
Provided that
(i) where two or more individual partners have the same surnames, the addition of an "s"
at the end of that surname shall not of itself render registration necessary;
(ii) where the business is carried on by a trustee in bankruptcy or manager appointed by
any court, registration shall not be necessary;
(iii) a purchase or acquisition of property by two or more persons as joint owners shall not
of itself be deemed to be a carrying on of a business, whether or not the owners share
any profits arising from the sale thereof.
5. Registration by nominee, etc.
Where a firm, individual or body corporate having a place of business within Botswana
carries on business wholly or mainly as the nominee or trustee of or for another person or other
persons, or another body corporate, or acts as general agent for any foreign concern, the
first-mentioned firm, individual or body corporate shall be registered in the manner provided by
this Act:
Provided that where the business is carried on by a trustee in bankruptcy or manager
appointed by any court, registration under this section shall not be necessary.
6. Manner and particulars of registration
(1) Every firm, individual or body corporate required under this Act to be registered shall
send by registered post or deliver to the Registrar a statement in writing in the prescribed form
(hereinafter called "the statement of particulars") which shall contain the following particulars
(a) the business name;
(b) the general nature of the business;
(c) the full address of the principal place of business and the postal address of the firm,
individual or body corporate;
(d) the full address of every other place of business;
(e) where the registration to be effected is that of a firm, the present forenames and
surname, any former forenames or surname, the nationality, the age, the sex, the usual
residence, and any other business occupation of each of the individuals who are
partners, and the corporate name and registered and principal office of every body
corporate which is a partner;
(f) where the registration to be effected is that of an individual, the present forenames and
surname, any former forenames and surname, the nationality, the age, the sex, the
usual residence, and any other business occupation of such individual;
(g) where the registration to be effected is that of a body corporate, its corporate name and
registered and principal office;
(h) where the registration to be effected includes a married woman, the forenames and
surname of her husband in addition to her own forenames and surname;
(i) the date of the commencement of the business; and
(j) a list of all licences issued under the Trade and Liquor Act, in which any of the persons,
firms or bodies corporate identified in the registration particulars are in any way
concerned either beneficially or as nominees.
(2) Where a business is carried on under two or more business names, each of those
business names shall be stated.
(3) Any firm, individual or body corporate required to be registered under section 5 shall
furnish the following particulars, in addition to those specified in subsections (1) and (2)
(a) where the firm, individual or body corporate required to be registered carries on
business as nominee or trustee, the present forenames and surname, any former
forenames or surname, the nationality, and the usual residence or, as the case may
be, the corporate name, of every person or body corporate on whose behalf the
business is carried on;
(b) where the firm, individual or body corporate required to be registered carries on
business as general agent for any foreign concern, the business name and address of
the concern as agent for whom the business is carried on:
Provided that if the business is carried on as agent for three or more foreign
concerns it shall be sufficient to state the fact that the business is so carried on,
specifying the countries in which such foreign concerns carry on business.
(4) On receipt of a statement of particulars, the Registrar shall, subject to the provisions
of section 17, enter the firm, individual or body corporate in the register.
7. Statement to be signed by persons registering
(1) Every statement of particulars shall, in the case of an individual, be signed by him,
and in the case of a body corporate be signed by a director or the secretary thereof, and in the
case of a firm by all the individuals who are partners, and by a director or the secretary of all
bodies corporate which are partners:
Provided that in the case of a firm such statement of particulars may be signed by one
individual who is a partner or a director or the secretary of a body corporate which is a partner, if
verified by a statutory declaration made by the signatory.
(2) No such statutory declaration stating that any person other than the declarant is a
partner, or omitting to state that any person other than the declarant is a partner, shall be
evidence for or against any such other person in respect of his liability or non-liability as a
partner, and the High Court may, on the application of any person alleged or claiming to be a
partner, direct the rectification of the register and decide any question arising under this section.
8. Time for registration
(1) Every statement of particulars required to be furnished under this Act shall be
furnished within 28 days after the firm, individual or body corporate commences business under
or commences to use the business name, or, in the case of a firm or individual carrying on
business at the commencement of this Act, within 28 days of such commencement.
(2) When, in consequence of the death or retirement of one of the partners of a firm or of
any person having changed his name or of any other happening, any firm or individual, not
theretofore required to be registered under this Act, is required thereafter to be registered, the
statement of particulars shall be sent by registered post or delivered to the Registrar within 28
days after such happening.
9. Registration of changes
(1) Whenever a change is made or occurs in any of the following particulars in respect of
any firm, individual or body corporate, that is to say
(a) the business name;
(b) the address of the principal or any other place of business;
(c) the nature of the business;
(d) the names of the partners,
such firm, individual or body corporate shall, within 28 days after such change, send by
registered post or deliver to the Registrar a notice in writing in the prescribed form specifying the
nature and date of the change, signed and where necessary verified, in like manner as a
statement of particulars.
(2) On receipt of such notice the Registrar shall make such entries, amendments or
deletions in the register as he may deem appropriate.
10. Penalty for default in registration
If any firm, individual or body corporate required by this Act to furnish a statement of
particulars or a notice of any change in particulars without reasonable excuse makes default in
so doing in the manner and within the time specified by this Act, every partner in the firm or the
individual or body corporate, as the case may be, so in default shall be guilty of an offence, and
upon conviction the court shall order a statement of the required particulars or notice of the
change in the particulars to be furnished to the Registrar within such time as may be specified in
the order.
11. Disability of persons in default
(1) Where any firm, individual or body corporate required by this Act to furnish a
statement of particulars or a notice of any change in the particulars specified in section 9 makes
default in so doing, the rights of the defaulter under or arising out of any contract made or
entered into by or on behalf of such defaulter in relation to the business in respect of the
carrying on of which the statement of particulars or any change in particulars as aforesaid was
required to be furnished shall not be enforceable by action or other legal proceedings whether in
the business name or otherwise while such default continues:
Provided that
(i) the defaulter may apply to the court for relief against the disability imposed by this
section, and the court on being satisfied that the default was accidental or due to
inadvertence or to some other sufficient cause, or that on other grounds it is just and
equitable to grant relief, may grant such relief, either generally or as respects any
particular contract, on such conditions, including the payment of the costs of the
application by the defaulter, as the court may impose; so, however, that no such relief
shall be given in respect of any contract if any party to the contract proves to the
satisfaction of the court that, if this Act had been complied with, he would not have
entered into the contract;
(ii) nothing herein contained shall prejudice the rights of any other parties as against the
(i) where a fresh certificate has been issued under subsection (2), the provisions of this
subsection shall apply to such fresh certificate only and not to the certificate originally
issued; and
(ii) where any certificate has been lost or destroyed or rendered illegible, a copy of such
certificate certified by the Registrar may be exhibited in place of the original.
(5) Where a firm, individual or body corporate registered under this Act has more than
one place of business, the original certificate shall be exhibited and maintained as required by
subsection (4) at the principal place of business and a copy of the certificate certified by the
Registrar shall be exhibited and thereafter maintained in a conspicuous position in each of such
other places of business.
(6) If any firm, individual or body corporate fails to comply with any of the provisions of
subsections (4) and (5), every partner in the firm, or such individual, or such body corporate, as
the case may be, shall be guilty of an offence.
15. Cancellation of entries in register
(1) If any firm, individual or body corporate registered under this Act ceases to carry on
business, it shall be the duty of the persons who were partners in the firm at the time when it
ceased to carry on business, or of the individual or if he is dead of his personal representative,
or of the body corporate, as the case may be, within three months after the business has
ceased to be carried on, to send by registered post or deliver to the Registrar notice in the
prescribed form that the firm or individual or body corporate has ceased to carry on business:
Provided that if the firm, individual or body corporate is bankrupt or in liquidation the
notice aforesaid shall be delivered by the trustee or liquidator, as the case may be.
(2) On receipt of such notice as aforesaid, the Registrar may cancel the entry in the
register relating to such firm, individual or body corporate.
(3) Where the Registrar has reasonable cause to believe that any firm, individual or body
corporate registered under this Act is not carrying on business, he may send to the firm,
individual or body corporate by registered post a notice that unless an answer is received to
such notice within 12 weeks from the date thereof the entry in the register relating to such firm,
individual or body corporate may be cancelled.
(4) If the Registrar either receives an answer from the firm, individual or body corporate
to the effect that the firm, individual or body corporate is not carrying on business or does not
within 12 weeks after the date of the notice receive an answer, he may cancel the entry in the
register relating to such firm, individual or body corporate.
(5) If, in the case of any firm, individual or body corporate registered under this Act, there
occurs after the registration an event in consequence of which the continuance of the business
under the business name under which such firm, individual or body corporate has been carrying
on business no longer entails registration under this Act, the firm, individual or body corporate
so continuing the business shall send by registered post or deliver to the Registrar notice of the
happening of such event, and the Registrar may, on being so notified or on being notified under
section 9 of the happening of such event, cancel the entry in the register relating to such firm,
individual or body corporate.
(6) On cancelling any entry under this section, the Registrar may require any certificate
issued under this Act relating thereto to be surrendered to him for cancellation:
Provided that the person surrendering such certificate may require it to be returned to
him after cancellation.
16. Extension of time
Any period prescribed under this Act for the lodging of any statement or notice may be
extended by the Registrar, on application being made in any particular case whether before or
after the expiration of such period, and on payment of the prescribed fee, for such longer period
as the Registrar may allow.
17. Restriction on registration of certain business names
(1) Except with the consent of the Minister, no business shall be registered by a name
which imports or suggests that it enjoys the patronage of the President or of the Government of
Botswana or of the government of any other country or of any department of any such
government or of the General Assembly of the United Nations.
(2) No business shall be registered by a name, title, description or style which includes
the word "Co-operative" or its equivalent in any other language or any abbreviation thereof.
(3) No business shall be registered by a name, title, description or style which is identical
or is similar to that by which a business is already registered under this Act or under the
Companies Act, if, in the opinion of the Registrar, such name, title, description or style would be
likely to mislead the public.
(4) The Registrar, upon the request of any person and upon payment of the prescribed
fee, shall state whether or not any proposed business name may be registered.
(5) Where the Registrar has stated that any business name may be registered, the firm,
individual or body corporate which made the request shall be entitled to registration in that
business name at any time within 28 days of the date of the decision of the Registrar, and
during that time no other firm, individual or body corporate shall be entitled to registration in that
business name.
(6) If, after the commencement of this Act
(a) any firm, individual or body corporate is, through inadvertence or otherwise, registered
under a business name under which registration under this Act ought to have been
refused; or
(b) any change of ownership of a business occurs as a result of which a firm, individual or
body corporate is carrying on business under a business name which, on an
application for registration under this Act, ought to have been refused,
the Registrar shall, by notice in writing, require such firm, individual or body corporate to change
such business name within such time as may be specified in such notice, and upon compliance
with such notice the Registrar shall record such change without requiring the payment of any
fee; and if default is made in complying with his requirements the Registrar may cancel the entry
in the register relating to such firm, individual or body corporate:
Provided that, where the Registrar is satisfied that, having regard to the nature of any
business and the nationality, race or religion of the persons employed therein, the retention of
the business name would not be contrary to the public interest, he may in his absolute discretion
permit the retention of such name subject to such conditions as he may think fit.
(7) Where registration of a business name is refused under subsection (1), any person
carrying on business under that name in circumstances which require registration under this Act
shall be guilty of an offence.
(8) Any person aggrieved by a decision of the Registrar under this section may appeal to
the Minister, whose decision shall be final and shall not be questioned in any court.
18. Prohibition notwithstanding registration
The registration of a firm, individual or body corporate under this Act shall not be
construed as authorizing the use of a business name, if apart from such registration the use
thereof could be prohibited.
19. Inspection of documents and provision of copies
Any person may, upon payment of the prescribed fee
(a) inspect the register or any documents filed with the Registrar;
(b) require to be supplied with a certificate, duly certified by the Registrar, showing the
subsisting entries in the register relating to any firm, individual or body corporate
registered under this Act;
(c) require to be supplied with a copy of or an extract from any document filed with the
Registrar duly certified by the Registrar to be a true copy or extract, as the case may
be.