Botswana operates a prior-authorisation licensing regime rather than a registration regime: section 9 of the Virtual Assets Act, 2025 (Act No. 4 of 2025) prohibits unlicensed virtual asset business, section 10 governs the application for a licence, section 11 its issue, section 12 requires a licence holder to have a physical office in Botswana, section 15 empowers NBFIRA to suspend or revoke a licence, section 36 creates general offences and penalties and section 38 provides administrative sanctions.

The Virtual Assets Act, 2025 (Act No. 4 of 2025) is the overarching Botswana framework for virtual assets and virtual asset service providers, commencing 24 January 2025 under S.I. No. 9 of 2025 and repealing the Virtual Assets Act, 2022 by its section 40; it vests licensing and supervision in NBFIRA and maintains two licence types, the virtual asset service provider licence and the issuer of virtual token offerings licence recorded in the section 21 register.

No Virtual Assets Regulations, 2023 taking effect on 26 May 2023 exist in Botswana; the subsidiary-legislation powers are section 42 for rules and section 43 for regulations of the Virtual Assets Act, 2025, the only instrument made under that Act is the Virtual Assets Act (Date of Commencement) Order, 2025, S.I. No. 9 of 2025, and the sole regulations text NBFIRA publishes is headed 'Draft K. M 12.01.2022' over a blank 'Statutory Instrument No. _ of 2022' made under the repealed 2022 Act.

Operating a virtual asset exchange in or from Botswana requires a licence from NBFIRA: section 9 of the Virtual Assets Act, 2025 prohibits unlicensed virtual asset business, and NBFIRA's February 2026 notice revoking PAA Capital (Proprietary) Limited's licence names exchange, transfer, custody and brokerage among the regulated virtual asset services the entity may no longer offer.

Custody of client virtual assets is a licensed activity in Botswana: section 23 of the Virtual Assets Act, 2025 is headed 'Custody and protection of customer assets' and imposes obligations on licence holders, section 9 prohibits unlicensed virtual asset business, and NBFIRA's February 2026 PAA Capital notice lists custody among the regulated virtual asset services a revoked licensee may no longer offer.

Transferring virtual assets on behalf of another person is a licensed activity in Botswana: section 26 of the Virtual Assets Act, 2025 is headed 'Transfer of virtual assets' and carries the travel-rule obligation elaborated in NBFIRA's Guidance Note of 10 March 2025, which requires full originator and beneficiary information for transfers of BWP 10 000 or more by natural persons, and NBFIRA's February 2026 PAA Capital notice lists transfer among the regulated virtual asset services.

Participation in and provision of financial services related to an issuer’s offer and/or sale of a virtual asset (e.g., ICO/STO services).

Any other activity as prescribed by the Minister through regulations.

Section 12 of the Virtual Assets Act, 2025 (Act No. 4 of 2025) is headed 'Licence holder to have physical office in Botswana' and requires a licensed virtual asset service provider to maintain a physical office in the country; the requirement is new and had no counterpart in the repealed Virtual Assets Act, 2022.

Botswana has two licence types only, the virtual asset service provider licence and the issuer of virtual token offerings licence recorded in the section 21 register of the Virtual Assets Act, 2025, so no 'Principal VASP Licence' exists; section 27 of that Act is headed 'Minimum capital requirements' but NBFIRA has published no capital figure, and the P500 000 unimpaired-capital floor in the claim has no source in Botswana law.

The Virtual Assets Act, 2025 provides for a virtual asset service provider licence and an issuer of virtual token offerings licence and for no other licence type, so no 'Limited VASP Licence' exists in Botswana; section 27 is headed 'Minimum capital requirements' and carries no published figure, and the P200 000 unimpaired-capital floor in the claim has no source in Botswana law.

The Virtual Assets Act, 2022 imposes no minimum capital on Botswana virtual asset licensees and gives NBFIRA no express power to demand a security deposit or financial guarantee; section 11 conditions the grant of a licence on the applicant being a fit and proper person with adequate resources, infrastructure and staff of appropriate competence, with financial status or solvency weighed under section 11(2)(a). The only Botswana text setting a financial-resources floor is the Virtual Assets Regulations, 2022 that NBFIRA publishes headed "Draft K. M 12.01.2022" with a blank Statutory Instrument number, whose regulation 4(1) would require cash equal to one half of estimated gross operating costs for the next 12 months.

Botswana is actively tightening its AML/CFT financial sanctions regime to address identified weaknesses, indicating the framework is being reformed rather than remaining a stable cornerstone already fully aligned with FATF standards.

Robust Policies and Procedures: VASPs must implement comprehensive internal AML/CFT policies, procedures, and controls.

Section 14(1)(a) of Botswana's Financial Intelligence Act, 2022 requires every specified party, which includes a virtual asset service provider, to designate an anti-money laundering and counter-financing of terrorism compliance officer at management level who is in charge of internal programmes and procedures, record maintenance and the reporting of suspicious transactions, and who must be a fit and proper person; neither that Act, nor the Virtual Assets Act, 2022, nor the Financial Intelligence Regulations, 2022 makes the appointment subject to approval by NBFIRA.

Customer Due Diligence (CDD): Implementing strong CDD measures for all customers, including identifying and verifying the identity of natural and legal persons, and beneficial owners.

Enhanced Due Diligence (EDD): Applying EDD for higher-risk customers or transactions.

Botswana requires a 20-year retention period, not five years. Section 32 of the Financial Intelligence Act, 2022 obliges a specified party, for 20 years, to maintain all records on domestic and international transactions from the date a transaction is concluded, and to keep customer due diligence records, account files, business correspondence and the results of any analysis for 20 years after the termination of a business relationship or an occasional transaction; regulation 18(3)(a) of the Financial Intelligence Regulations, 2022 likewise fixes at least 20 years for records of reports filed with the Financial Intelligence Agency, and an investigatory authority may require longer retention in writing.

Section 38 of Botswana's Financial Intelligence Act, 2022 requires a specified party or accountable institution to report a suspicious transaction to the Financial Intelligence Agency within the prescribed period, whether the suspicion arises when a business relationship is established, during the relationship or on an occasional transaction; virtual asset service providers fall inside that regime because the Act defines virtual asset and virtual asset service provider by reference to the Virtual Assets Act, 2022, and the Agency is continued as a public office under section 4.

Sanctions Compliance: Screening customers and transactions against national and international sanctions lists.

Botswana has no virtual-asset-specific travel rule instrument. Regulation 26 of the Financial Intelligence Regulations, 2022 (Statutory Instrument No. 14 of 2022, dated 25 February 2022) requires cross-border wire transfers, and by regulation 26(2) domestic wire transfers, to carry the originator's name, account number or unique transaction reference number, address and national identity or customer identification number, the beneficiary's name, the beneficiary account number where one is used, and the source and purpose of funds; neither that regulation nor the Virtual Assets Act, 2022 extends those particulars to virtual asset transfers by name, and ESAAMLG rates Botswana Partially Compliant on FATF Recommendation 15.

While Botswana has established organizational structures and mandates, recent analysis identifies systemic challenges regarding institutional capacity, indicating that the organizational structure may not always be fully effective or consistently operate with well-defined lines of responsibility.

Risk Management: Robust frameworks for identifying, assessing, monitoring, and mitigating all relevant risks, including operational, financial, cyber, and legal risks.

Botswana's Parliament passed the Cybersecurity Bill, 2025 alongside the Digital Services Bill, 2025 on 14 August 2025 under a certificate of urgency moved by the Minister of Communications and Innovation, and the resulting Cybersecurity Act, cited as Act 21 of 2025, provides for structures to promote cybersecurity and capacity building, regulates cybersecurity activities and provides for the identification and declaration of critical information infrastructure and measures to protect it, with commencement fixed by notice. The Act is general cybersecurity legislation and forms no part of NBFIRA's virtual asset licensing requirements.

Cybersecurity: Comprehensive cybersecurity policies and measures to protect customer data and virtual assets.

Business continuity in Botswana is a codified legal requirement and governance imperative, mandating integration into risk management for continuous operation and recovery.

Measures to protect client assets and information.

Clear and transparent disclosure of fees, risks, and terms of service.

NBFIRA's published licence application process starts with submission of the documents listed under legal form in order to gain access to its Regulation and Supervision System portal, followed by a complete submission once all necessary documents are lodged and the non-refundable application fee is paid, a review by NBFIRA within 90 days of receipt of a complete application, and a decision either granting the licence or rejecting the application with reasons and a right of appeal; no pre-application consultation or engagement stage forms part of that published process or of section 10 of the Virtual Assets Act, 2022.

Preparation of Application: The applicant compiles a comprehensive application package, including:

Section 10(2)(a) of Botswana's Virtual Assets Act, 2022 requires a licence application to be made in such form and manner as may be prescribed, and section 36 vests the power to make regulations, and therefore to prescribe forms and fees, in the Minister rather than in NBFIRA. The Form 1 application form and the P5 000 application fee exist only in the Virtual Assets Regulations, 2022 that NBFIRA publishes headed "Draft K. M 12.01.2022" over a blank Statutory Instrument number and an enabling clause reading "Act No. ... of 2022", so no gazetted virtual asset application form is established for Botswana; in practice applications are lodged through NBFIRA's Regulation and Supervision System portal.

Botswana's Companies (Amendment) Act, 2025 is cited as Act 3 of 2025 and its principal provisions were brought into force on 24 January 2025 by Statutory Instrument No. 6 of 2025; under the amended regime non-exempt private companies must file audited financial statements with the Companies and Intellectual Property Authority within seven months of the balance sheet date, while exempt private companies, meaning those with total assets below P5 000 000 and annual turnover below P10 000 000 in the preceding financial year, file financial statements in a prescribed form without a full audit. No dormant-company audit requirement is established in the amendment, and section 10(2) of the Virtual Assets Act, 2022 lists no audited financial statements among the documents accompanying a virtual asset licence application.

Botswana sets no minimum capital for virtual asset licensees, and section 10(2) of the Virtual Assets Act, 2022 lists no proof of capital and no bank statements among the documents that must accompany an application; financial standing enters only through the fit and proper assessment in section 11(2)(a), which weighs the financial status or solvency of the person. The single Botswana text stating a financial-resources floor, cash equal to one half of the estimated gross operating costs of the business for the next 12 months, is regulation 4(1) of the Virtual Assets Regulations, 2022 that NBFIRA publishes as a draft with a blank Statutory Instrument number. The six licence classes and the capital floors of up to N$2.7 million under Namibia's Virtual Assets Act 10 of 2023 have no application in Botswana, which licenses only virtual asset service providers and issuers of initial token offerings.

Section 10(2)(c)(v) of Botswana's Virtual Assets Act, 2022 requires a licence application to be accompanied by the policies and measures the applicant will adopt to meet its obligations under that Act and under the Financial Intelligence Act, and section 14 of the Financial Intelligence Act, 2022 requires a specified party to implement risk-based internal programmes covering the designation of a compliance officer at management level, employee integrity standards, ongoing training, independent audit and customer acceptance policies.

Botswana is undertaking a decisive reset of its financial integrity systems to address weaknesses in anti-money laundering and counter-terrorism financing frameworks, indicating that the risk management framework is being actively changed and strengthened.

Fee schedule and client agreement templates.

Submission of Application: The complete application package is submitted to NBFIRA.

Section 10(4) of Botswana's Virtual Assets Act, 2022 allows NBFIRA to require an applicant to furnish additional information on 14 days' notice, and section 10(5) allows an applicant to withdraw on seven days' written notice; NBFIRA's published procedure gives it 90 days from receipt of a complete application to grant a licence or to reject the application with reasons and a right of appeal, and the fitness assessment under section 11 may draw on information obtained from a competent authority or comparable body. No interview stage appears in the Act or in NBFIRA's published process.

Licensing decisions for virtual asset businesses in Botswana rest with the Non-Bank Financial Institutions Regulatory Authority under the Virtual Assets Act, 2025 (Act No. 4 of 2025), which commenced on 24 January 2025 by S.I. No. 9 of 2025: section 10 governs application for a licence, section 11 the issue of a licence, section 12 requires a licence holder to maintain a physical office in Botswana, and section 15 empowers the Authority to suspend or revoke a licence. The Act creates two licence classes only, a virtual asset service provider licence and an issuer of virtual token offerings licence, both entered in the section 21 register.

Licence holders under Botswana's Virtual Assets Act, 2025 carry express continuing obligations: section 6 empowers the Regulatory Authority to appoint inspectors, section 23 governs custody and protection of customer assets, section 24 requires prevention of market abuse, section 26 governs transfers of virtual assets, section 32 sets professional conduct standards, section 34 requires notification of material change to business activities, and section 38 provides for administrative sanctions. NBFIRA additionally supervises virtual asset service providers for AML/CFT purposes and issued a Guidance Note on 10 March 2025 under section 4(1)(c) of that Act requiring suspicious transaction reports to the Financial Intelligence Agency through goAML within five working days.

The Virtual Assets Act, 2025 (Act No. 4 of 2025) is the overarching Botswana framework for virtual assets and virtual asset service providers, commencing 24 January 2025 under S.I. No. 9 of 2025 and repealing the Virtual Assets Act, 2022 by its section 40; it vests licensing and supervision in NBFIRA and maintains two licence types, the virtual asset service provider licence and the issuer of virtual token offerings licence recorded in the section 21 register.

Gazetted PDFs of primary Acts in Botswana are publicly accessible on platforms like Scribd, demonstrating that access does not exclusively require a specific legal database. These documents are primary legislation. However, their consistent availability on government legal resources or NBFIRA's website lacks specific evidence.

No Virtual Assets Regulations, 2023 taking effect on 26 May 2023 exist in Botswana; the subsidiary-legislation powers are section 42 for rules and section 43 for regulations of the Virtual Assets Act, 2025, the only instrument made under that Act is the Virtual Assets Act (Date of Commencement) Order, 2025, S.I. No. 9 of 2025, and the sole regulations text NBFIRA publishes is headed 'Draft K. M 12.01.2022' over a blank 'Statutory Instrument No. _ of 2022' made under the repealed 2022 Act.

No virtual-asset regulations were gazetted in Botswana on 26 May 2023. The instrument NBFIRA named alongside the repealed Virtual Assets Act, 2022 was the Virtual Assets Regulations, 2022, effective 25 February 2022, and the operative statute is now the Virtual Assets Act, 2025 (Act No. 4 of 2025), which commenced 24 January 2025 and confers the regulation-making power on the Minister by section 43.

Non-Bank Financial Institutions Regulatory Authority (NBFIRA) Website: https://www.nbfira.org.bw/

This is the main regulatory body. Their website is the authoritative source for application forms, guidance, and updates.

Look for sections related to "Virtual Assets" or "Licensing Requirements" under "Regulatory Frameworks" or "Supervised Entities."

NBFIRA Virtual Assets Information Page (if available): (Specific direct link to VA section if found, otherwise the main page is the entry point). NBFIRA generally publishes directives and application documents for regulated entities.

Botswana's AML/CFT framework is set by the Financial Intelligence Act, 2022 (Act No. 2 of 2022), assented to and commenced on 25 February 2022, as amended by the Financial Intelligence (Amendment) Act, 2025 (Act No. 1 of 2025), which designates virtual asset service providers as financial institutions. The Act brings virtual asset service providers into the specified-party reporting regime and continues the Financial Intelligence Agency as a public office under section 4; NBFIRA is the AML/CFT supervisory authority for virtual asset service providers and the Agency receives suspicious transaction reports through goAML within five working days, while licensing itself is done by NBFIRA under the Virtual Assets Act, 2025.

Financial Intelligence Agency (FIA): https://www.fia.org.bw/ (For AML/CFT guidance and STR reporting)

shares or debentures of a company;

stocks, bonds, or other instruments creating or acknowledging indebtedness;

any right, warrant, or option in respect of a share, debenture, stock, bond, or other instrument;

Section 2 of Botswana's Virtual Assets Act, 2025 (Act No. 4 of 2025) defines a virtual asset as a digital representation of value that may be digitally traded or transferred and may be used for payment or investment purposes, and expressly excludes securities and other financial assets that are regulated under the Securities Act. Crypto instruments are therefore a distinct regulated class licensed by NBFIRA under the 2025 Act rather than securities, and the Act applies to business carried on into or from Botswana irrespective of the physical location from which it is conducted.

An investment of money (or other asset): Purchasers exchange value for the token.

In a common enterprise: The funds are pooled, and the success of the token's value or the project behind it is interdependent among investors.

With an expectation of profit: Purchasers expect to derive financial gain from their ownership of the token (e.g., through appreciation, dividends, staking rewards, governance rights leading to value).

Derived from the efforts of others: The expected profits or increase in value primarily come from the entrepreneurial or managerial efforts of the issuer or a third party (e.g., the development team, foundation, or management of the underlying project).

Investment Tokens (Security Tokens): Tokens explicitly designed to represent an ownership stake in an enterprise, a share in profits, voting rights in a company, or a claim on future revenues are almost certainly classified as securities. This includes most Initial Coin Offerings (ICOs) that promise future returns or equity-like participation.

Utility Tokens (with investment characteristics): While a "pure" utility token (solely providing access to a product or service) may not be a security, many utility tokens are marketed with investment potential, where their value is tied to the success of a platform built and managed by others. If the primary motive for purchase is speculative profit derived from the efforts of the issuer, it would likely be deemed a security.

NFTs (with investment characteristics): Non-Fungible Tokens that merely represent digital art or collectibles might not be securities. However, NFTs that confer rights to passive income, fractional ownership in a real-world asset managed by a third party, or are part of a broader investment scheme would likely be classified as securities.

Payment Tokens/Cryptocurrencies (e.g., Bitcoin, Litecoin): Generally, these are not considered securities if their primary function is as a medium of exchange or store of value, and their value is not derived from the managerial efforts of a central issuer or common enterprise in the same way. These would fall under the Virtual Assets Act for AML/CFT purposes but not as securities.

Registration/Prospectus Requirements: The issuer would generally be required to register the security with NBFIRA and issue a prospectus in accordance with the Securities Act. A prospectus must contain all material information necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the issuer and the rights attaching to the securities.

Exemptions: The Securities Act provides for certain exemptions from prospectus requirements, such as offerings to sophisticated investors, private placements, or offerings to a limited number of persons. The issuer would need to ensure they strictly meet the criteria for any claimed exemption.

Licensing: Issuers, and any intermediaries involved in the offering, may need to be licensed by NBFIRA as securities dealers, brokers, or investment advisors, depending on their activities.

Exchange Licensing: Any platform facilitating the secondary trading of such tokens would likely need to be licensed by NBFIRA as a securities exchange or operate under an exemption.

Broker-Dealer Licensing: Entities facilitating the buying and selling of these tokens on behalf of clients (brokers) or trading for their own account (dealers) would need to be licensed by NBFIRA.

Market Conduct Rules: Standard market conduct rules for securities trading, including prohibitions against market manipulation, insider trading, and other illicit practices, would apply.

Secondary trading of virtual assets in Botswana requires a virtual asset service provider licence from NBFIRA under the Virtual Assets Act, 2025 (Act No. 4 of 2025), whose section 9 prohibits unlicensed virtual asset business and whose section 3 applies the Act to business carried on into or from Botswana irrespective of physical location; section 40 of that Act repealed the Virtual Assets Act, 2022 with effect from 24 January 2025. The AML/CFT duties of those providers, including customer due diligence and suspicious transaction reporting to the Financial Intelligence Agency through goAML within five working days, arise under the Financial Intelligence Act, 2022 (Act No. 2 of 2022) as amended in 2025, supervised by NBFIRA.

Issue directives to cease illegal activities.

Impose administrative penalties and fines.

Seek court orders for injunctions or disgorgement of illicit gains.

Cooperate with law enforcement for criminal prosecution in cases of fraud.

(Look for circulars, press releases, or guidance under 'Publications' or 'News').

This act can typically be found on the Attorney General's Chambers website for Botswana laws, or via legal databases. A direct government URL for the latest consolidated version may vary, but here's a common way to find legislation: https://www.botswanalaws.com/ (You would search for "Securities Act").

This is a newer act. You would similarly look for it on the Attorney General's Chambers site or legislative databases.

An example link to a legal database that often hosts these (though may require subscription): https://www.lexisnexis.com/ or similar regional legal platforms.

The Botswana Virtual Assets Act, 2022 carries a date of assent and a date of commencement of 25 February 2022 on the face of the official text, so it entered into force on assent rather than through Statutory Instrument No. 71 of 2022.

NBFIRA's public notice treats the Virtual Assets Regulations, 2022 as effective from 25 February 2022 alongside the Virtual Assets Act, 2022, but the only text NBFIRA publishes is headed 'Draft K. M 12.01.2022' over 'Statutory Instrument No. of 2022' and an enabling clause reading 'Act No. of 2022', so the published regulations remain a draft with no gazette number.

Again, found via legislative resources.

Botswana Communications Regulatory Authority (BOCRA): Responsible for regulating telecommunications and broadcasting services.

Ministry of Finance: Oversees financial regulations, including foreign exchange controls but lacks specific crypto guidance.

Botswana Medicines Regulatory Authority (BoMRA): Regulates pharmaceutical products, unrelated to digital assets.

Botswana - Licensing Requirements for Professional Services

Trade License Application | Government of Botswana

DRTS: Botswana Department of Road Transport Services

Driving Licence Application | Government of Botswana

Vehicle Registration and Licencing | Government of Botswana

Ministry of Transport and Public Works | Government of Botswana

Issuance of Industrial Licence | Government of Botswana

Ministry Of Health & Wellness, Botswana