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postage - some banks offer assistance with the completion of this form free of chargeas a customer service).
You may also have to register for some if not all of the following:
• Provisional Tax
• Employees Tax
• Income tax
• Value Added Tax
HOW TO REGISTER
A BUSINESS IN NAMIBIA
counting officer of close corpora-tion to act as such* • Social security• Trade mark, copyright, patents & designs Why form a partnership or a joint venture?
•
The business is growing and you can’t manage the business on your own.
A person may be retiring and is looking for someone to manage his business on hisbehalf so that he can become a “sleeping partner.” Note that these forms of businesses are not registered at the Office of the Registrar. Companies and Patents Registration Office
A Directorate of the Ministry of Trade and Industry
• Provisional Tax• Employees Tax• Income tax• Value Added Tax• Trading licences• Business Name• Social Security• Trade mark, copyright, patents & designsNote that this type of business may be registered as a defensive name (business name) only! Partnership or joint venture
What is a partnership or joint venture?
• This is when two or more people decide to conduct a business together; all partners
bear equal responsibility for debts incurred.
• It is advisable to consult a legal expert to draw up a written partnership agreement, this contract is the only requirement needed to set up a partnership and could bedone without a lawyer.
A partnership agreement should deal with the following issues: formation, profitsharing arrangements, salaries, banking arrangements, changes of partners,liquidation, responsibilities of partners.
• A partnership is not allowed more than 20 partners, except in certain instances.
• All partners are required to include all income from the partnership in their personal tax returns available from the Receiver of Revenue (this only carries the cost of Difference between a close corporation or incorporation of a company be held within eighteen months of in-corporation.
• If you would like to convert your company to a CC you will need to submit (CC4), in duplicate to the Registrar without a revenue stamp, together with all the otherforms needed for registration.
• If you would like to de-register your CC you will need to submit a letter to the Registrar, informing the Registrar that the CC has ceased to carry on businessand that they should take the necessary steps.
• If you would like to restore your CC you will need to submit (CC3), in duplicate to This booklet explores the ways how the choice of business entity the Registrar with a Revenue stamp of N$150. Restoration could take 3 months.
may be important to you as a business person. This guide is de- (Sometimes it is better and quicker to form a new CC).
signed to be your introduction to companies and close corporation • If you would like to change the financial year end of the CC you will need to submit registration procedures and requirements.
(CC9) with a revenue stamp of N$40.00 plus half the annual duty if you wish toextend the period.
The mission of the division of the Registration of Companies and • Form CC7 (annual return) with a N$80.00 revenue stamp must be submitted to Close Corporation in the Ministry of Trade and Industry is to man- the Registrar within one month after the end of the financial year.
age, regulate and facilitate the formation of business entities and toencourage investment through an appropriate legal framework and The close corporation is a much more simplified legal form than the company and is conducive environment that ensures the flourishing of businesses.
specifically aimed at the small business. For the incorporation of a close corporation,the following documents have to be lodged.
One of the most important decision to be taken by anyone, whowishes to launch a business enterprise, is the choice of business form.
These documents can be obtained at Walton’s Stationery.
In modern-day Namibia there are various important business forms,namely sole proprietorship, partnerships, companies and close cor- Note that any person may complete a founding statement and submit it to the Registered mail or certified post. It is not necessary for it to be done by a professional person orsubmitted personally. It is not, however, a comprehensive text nor a substitution to theCompanies Act and Close Corporation Act. Nor is it a substitute for SOLE PROPRIETORSHIP, PARTNERSHIP & JOINT
the professional advice you may need from legal practitioners, audi- tors, accounting officers or secretarial firms to assist you in theregistration of your business.
Sole proprietorship
What is a sole proprietor?
• An individual running a business in his own name or under a trade name, not in one of the above-mentioned forms, is automatically a sole proprietor.
• The business and personal assets of the owner are considered to be one, therefore (not a separate legal entity) the owner is personally responsible for debts incurredby the business.
• All loans taken out for this type of business are taken out in the owner’s name, therefore the owner stands to lose everything, including his private estate if thebusiness fails.
• All profits are due to the owner in his/her personal capacity. You may also have to register for some if not all of the following: An entrepreneur in Namibia can choose from a variety of business forms to conduct • A close corporation is a legal entity on its own.
its business. The following is a short description of the different forms available.
• A Company cannot become a member, as ownership is limited to natural persons.
• A close corporation is governed by the Close Corporations Act No. 26 of 1988.
THE INCORPORATION OF A COMPANY
• Dividends can only be paid if the close corporation is both liquid and solvent (dividends can only be paid if after they have paid, assets exceed liabilities and the What is the difference between a public and private company? business can still pay debts when they fall due).
Public:
Procedures and requirements for registration of a Close Corporation
• Shares are offered to the public.
• CC form can be purchased at most stationery stores dealing with statutory • There is no limitation on maximum shareholders, but there is a minimum of seven subscribers at incorporation of company.
• Complete the “Application for Reservation of Name or Translated Form or Shortened • There is no limit on the transfer of its shares.
Form” (CC8). This must be submitted in duplicate to The Registrar of Companies • The word “Limited” will appear at the end of the companies’ name.
and Close Corporations, PO Box 21214, Windhoek, Tel (061) 2837111.
• They must make certain information known to the public.
A Revenue stamp of N$50 is required and is obtainable at any post office or at the • This type of business is normally very capital intensive.
Receiver of Revenue. A separate CC8 form is submitted for every other name together • There is a minimum of two directors.
with a N$50 revenue stamp for each application. The current processing time isbetween 5 to 10 working days in order for you to be informed of the outcome of Private:
• Shares are not offered to the public.
• Once you receive confirmation, submit the “Founding Statement” (CC1), in triplicate • There is a maximum of 50 and a minimum of one shareholder.
to the Registrar. All members must sign the founding statement. You are also required • There are some restrictions on the transfer of shares.
to submit a letter of consent from your accounting officer and a copy of your (CC8).
• The words “(Proprietary) Limited” or “(Pty) Ltd” will appear at the end of the A Revenue stamp of N$100 is required and is obtainable at any post office. You can start your business after you receive your Registered Founding Statement. The name • Do not have to make information available to the public.
of the corporation must be followed by the abbreviation CC and all members’ names • There is a minimum of one director.
must be printed at the bottom of letterheads (and nationalities if not South African).
• A close corporation does not need to have an association agreement, but is NGO:
recommended as it binds members and regulates the internal relationships between • Section 21 of the Companies Act makes provision for this type of business and is members. It lays down the voting powers, payments (dividends), members rights regarded as a public company and the same applies as above, except there is no and duties, meetings, remuneration, benefits, obligations and the extent to which the CC will indemnify members from expenditure incurred for or on its behalf.
• The accounting officer is required to submit reliable annual financial records, which • A public company can issue shares to the public to raise capital.
• Once the CC has been formed the Receiver of Revenue will ask for the name of your • Shareholders are not liable for the debts of the company, often negated when public officer, whose duty is to submit the annual tax returns to the Receiver.
shareholders are required to offer personal guarantees.
• If you need to amend details of the founding statement then you will need to submit • As in the case of the close corporation, the company has “perpetual succession” (CC2), in triplicate to the Registrar. A Revenue stamp of N$30 (obtainable at any (indefinite life-span), which means the business can continue even if the members die.
post office or at the Receiver of Revenue) is required when there are any changes todetails in part A of the CC2 form. Always complete the form in full, even though Forming a company:
the rest of the information is unchanged.
• It is recommended that due to the relative complexity in the compilation of the • If you need to amend the accounting officer then you will need to submit (CC2), in memorandum and articles of a company and the fact that these documents to a triplicate to the Registrar without a revenue stamp.
THE INCORPORATION OF A CLOSE CORPORATION
greater extent have to be adjusted to fit the specific circumstances and needs ofeach individual company, it is suggested that the services of a legal practitioner beused in this regard. The memorandum and articles also have to be certified by a What is a close corporation (CC)?
notary public who in any event will have to be a member of the legal profession.
• The close corporation (CC) is a business medium somewhere between a company • The legal aspects of the company are regulated by the “Companies Act 61 of 1973”.
and a partnership, designed to enhance the small business and promote the • Please note that all documents must be completed in black ink.
• A close corporation is founded by means of a founding statement and cannot exceed The memorandum and articles of association:
10 members who own and manage the CC. Their interest in the CC must always add • The memorandum and articles of association have to be registered at the Registrar up to 100% and be expressed as a percentage.
of Companies and Close Corporations. The forms are obtainable at any stationer • The close corporation must be profit making in its intentions.
• It provides the members with limited liability, but personal guarantees may negate • Most attorneys and auditors have these forms on computer.
• Submit more than one name in order of preference to the Registrar, a Revenue stamp of N$5.00 is required and is obtainable at any post office. This is to reservethe name you would like to register your company under and is completed on form DOCUMENTS REQUIRED FOR THE INCORPORATION OF A COMPANY
NOT FOR GAIN (SECTION 21)
• The amount of initial registered share capital. “Par value” shares (e.g. one hundred shares at N$2.50 each) or “no par value” shares (e.g. one hundred shares). This is DOCUMENT
submitted to the Registrar on the CM2.
• Any legal company powers you would like to exclude or qualify.
• Mention any contract entered into by the members before registration of the company.
• An association clause stating that you wish to form a company and how many shares • The articles of association deal with the internal management of the company.
Schedule 1 of the Companies Act has a model, which you could follow.
(Similar to the CCs’ association agreement).
Other documents:
• Every other name of the company (translated or shortened form) should first be reserved separately on CM5 with a N$5.00 revenue stamp for each name.
• CM7 “Approved translated version of name or abbreviated form” is submitted to the registrar with a N$10.00 revenue stamp.
• CM22 Physical and postal address of the company is submitted to the registrar with • The auditor needs to complete a CM31, which contains all his details and serves as his consent to act for the company. This is submitted to the registrar with a N$2,00 • Evidence that the necessary fees have been paid, a fee of N$5,00 for each N$1000 or part thereof of authorized share capital which is submitted on CM2. Annual duty is payable on a form CM23 a minimum amount of N$80,00 depending on yourissued capital.
• The articles of association deal with the internal management of the company.
THE INCORPORATION OF A COMPANY NOT FOR GAIN
Schedule I of the Companies Act has a model, which you could follow. (Similar (SECTION 21)
to the CCs’ association agreement).
This kind of company is suitable for an association with the main object of promoting NB. Upon conversion of a close corporation into a company, a form CM5 will only be religion, art, sciences, education, charity, recreation or any other cultural or social necessary if the name changes, otherwise no reservation of name is required.
activity or communal group interests.
Statements in terms of section 29C (4) (a) (i) and (ii) of the Companies Act have to Firstly the proposed name would be reserved. At this point in time the main object accompany all documents as listed above in the case of conversion.
must also be stated. A Section 21 Company must have as its main object theadvancement of religion, art, science, education, charity, entertainment, or other cultural When can a company start doing business?
or social activities, or of group or communal interests.
After the following have been completed (and you have received your certificate tostart the business): Once the name has been approved, the remaining documents may be drawn. The main • Particulars of directors and officers of the company are completed on form CM29 documents are the Memorandum and Articles of Association. The company will be and are kept at the company’s registered office for inspection. Form CM29 must be limited by guarantee as to the amount contributed by each member. No shares are completed and submitted within 14 days of any change of appointment.
A Section 21 Company is a public company, and all provisions in the Companies Act DOCUMENTS REQUIRED FOR THE INCORPORATION OF A COMPANY dealing with public companies, other than those provisions pertaining to the shares orshare capital of a company, apply.
Accordingly in terms of sections 208; 32 and 66 of the Companies Act, 1973 (Act No 61 of 1973) the section 21 company must have a minimum of 7 members and at least 2 directors. There is no legal impediment to foreign members or directors.
The written consent of a Namibian auditor to act for the company is required.
A notice of the registered address of the company in Namibia must be provided. This can be the address of the attorneys, auditor or company secretaries, particularly if it is a new business venture in the process of establishment. This is the official address ofthe company and all legal documents would be served there.
The company must record its financial year end. This is important from the perspective of income tax, the rendering of income tax returns and the preparation of financialstatements by the auditors.
Once incorporated, a public officer must be appointed in terms of the Income Tax legislation, who is a person responsible for dealing with the Ministry of Finance.
Section 21 Companies do not automatically receive tax exemptions. These have to be applied for in terms of the relevant legislation. The corporate income tax rate is All documents must be completed in black ink.
• Certain matters have to be dealt with at these meetings: financial statements, approval of dividends, and election of directors.
Submitting annual returns to the Registrar:
• Both a director and a secretary must sign this form and a copy must also be kept at the registered office of the company.
Fees and penalty fees:
• Name of the company (CM5, N$5.00 & CM 8, N$25.00) Certificate to • If the following is not completed within the time period allowed, a fine is payable • Failure to lodge allotments (distribution of shares) with the Registrar.
• Failure to provide copies of specific resolutions found on CM26 form.
• Failure to provide particulars of directors, officers and auditors on CM29 form.
• Annual return (CM23) payment of annual duties to keep the company alive, failure to submit this form will lead to the cancellation of the company from the Registrar’s records. Minimum amount of N$80.00 is payable These documents can be obtained at Walton’s Stationery or Typoprint.
As indicated above the memorandum and articles of association must be lodged intriplicate. The second and third set must be accompanied by a notarial certificate andbe stamped with the seal of the notary on each page. These sets must be properly • The CM29 is part of the documentation necessary to incorporate the company and, only once the CM46 is received can the company start trading.
• Application for a certificate to start the business is completed on form CM46 and is submitted to the registrar with a N$10 revenue stamp, plus annual duty.
• The director needs to complete written consent on form CM27 and is kept at the • A statement from each director testifying that the capital they have is sufficient to conduct business, if not, how they intend financing the company must be completedon form CM47 and is submitted to the Registrar with a revenue stamp of N$2,00.
• The name of the company must appear on letterheads, invoices, receipts, cheques, • The names of the directors must appear on the bottom of the letterheads (and • Note that a company must pay annual duty within one month after the end of its financial year, a minimum of N$80-00 affixed on form CM23.
The different classes of shares: Preference shares
• The Director’s report must conform to Schedule 4 of the Companies Act.
• If liquidated, shareholders with preference shares are paid a fixed dividend before • During all meetings, minutes must be taken and signed by the chairperson. Directors other shareholders are paid. Does not usually entitle a holder to a vote at company must also sign an attendance register.
• All Directors should approve any contract the company intends entering into.
• An auditor must be appointed or re-appointed at the Annual General Meeting. If Redeemable Preference shares
not, directors are obliged to fill the vacancy within 30 days.
• The company has the option to buy back the shares in the future.
• Directors will be held liable for debts incurred through recklessness or intent to Ordinary shares
• This entitles the shareholder to one vote per share and dividends are paid out once
Criminal Offences:
the preference dividends have been paid. This is normally where a company’s risk • Failure to keep minutes of company meetings, directors or management meetings.
• Failure to lodge written consent to act as a director or officer.
• Falsifying books and records • If a company wishes to increase its authorised share capital, it must be done through • Failure to submit details to the registrar concerning company membership.
a special resolution of its shareholders. Form CM26 is submitted to the registrar • Failure to use the prescribed name of the company on company documents.
with a N$5.00 revenue stamp. Then CM11 is submitted to the registrar with a revenue • Any breach of a whole host of regulations regarding share capital and shares, stamp to the value of N$2.50 per N$1000 (share capital).
including the allotment and issue of shares, transfer of shares, classification of shares,directors’ right to deal in shares, and the restriction placed on certain shares.
Directors
• Failure to register special resolutions.
• If qualification shares are required, a director must subscribe in the Memorandum • Failure to circulate notices of resolutions and statements to members entitled to of Association for the required number, or else give an undertaking, on a CM28 form, that they will be acquired. A director who does not hold the specified number • Not holding the Annual General Meeting at the appropriate time.
of qualification shares must vacate directorship.
• Issuing unsigned annual financial records.
• Failure to keep proper accounting records.
Restrictions on the appointing of Directors:
• Failure to convene General Meetings when these are requested by members.
• Failure to permit inspection of the minutes of company meetings.
• Anyone who has not tried to settle their debt.
• Pretending to be a director when not validly appointed as one.
• Anyone who has been removed from a position of trust as a result of misconduct.
• Failure to submit the necessary details in the registrar of directors and officers.
• Anyone convicted of certain specified criminal offences.
• Making loans to directors or officers, if this is prohibited by the Articles of • Anyone disqualified by the court.
• A person who does not qualify as a director may not be in management.
• Misrepresenting the affairs of the company.
• The company’s auditor may not be a director.
• Not notifying the registrar if an auditor has not been appointed.
• An executive director is any employee who is appointed a director.
• Secretaries and managers should also register with the company on a CM27 f o r m • The other directors normally appoint a managing director.
Directors’ duties:
Meetings:
• The director is responsible for keeping accounting records and representing the • According to the Companies Act, a company should hold an Annual General Meeting.
transactions of the company and its financial position honestly and accurately.
• This should be held within 15 months of the date of the previous meeting.
• Financial statements are prepared and submitted to the Annual General Meeting • If the company is new the meeting should be held within 18 months of the company • These financial statements include the balance sheet, income statement, source and application of funds statement, cash flow statement, director’s and auditor’s reports.
• 21 days written notice of the meeting must be given.

Source: http://namibiahc.org.uk/resources/content/company%20registration.pdf