Morning : 08h30 ~ 12h30 Afternoon : 14h00 ~ 16h30 Business and Intellectual Property Authority (BIPA) 3 Rühr Street, Northern Industrial Area P.O.Box 185 Windhoek, Namibia Tel: +264 61 299 4400 Fax: +264 61 401 061 Email: These entities are exempt from the name suffix requirement of “Limited by Guarantee” and do not have annual duties. The Act now includes provision for uncertificated securities, being those instruments on a Stock Exchange for example, which do not have a tangible certificate. The Registrar will maintain a register of disqualification orders that are available for inspection under the normal inspection rules. Registration of business in Namibia can be made in the following forms: The climate of Namibia is hot and humid, and rainy season is short, the sun shines almost 365 days per year. Non-profit associations . If a company lends money to its holding company or a subsidiary of its holding company, but not to a subsidiary of itself, it must make Close Corporations Act 26 of 1988. Schedule 4 has been updated to the South African version of 1992. The only requirements are that a company may now reduce its own share capital, by special resolution if permitted by its memorandum and articles of association, and if after the reduction, the company will remain liquid and solvent. DTTL and each of its member firms are legally separate and independent entities. It is currently required that the annual financial statements must be sent to members and holders of debentures not  less than 21 days before the date of the annual general meeting and the members and holders of debentures are permitted to indicate, in writing, the manner in which he or she receives the annual financial statements. DTTL and each of its member firms are legally separate and independent entities. A general approval can be revoked at any general meeting before the annual general meeting. A new section in the Act permits a subsidiary company, if authorised by its articles, to hold shares in its holding company to a maximum of 10% of the total number of issued shares of the holding company. This means you do not necessarily need visit our office and you can be based anywhere in the world. A company now has the powers of a natural person of full capacity, in so far as possible for a juristic person, which was previously limited to the main object stated in its memorandum of association. The principle of ultra vires, being that no act of a company will be void by reason that the company or directors acted without the necessary power, has been removed from the Act. authority of special resolution, and no fee is payable for such substitution with the Registrar. It has been replaced with sections 40 and 41 of the Act which relate to dealings between a company and other persons as well as no constructive knowledge. 24. Funded By: Implemented By: … Its sole purpose is to proactively accelerate Town Transformation – the economic diversification of Oranjemund – to ensure the town’s sustainability by 2030 and beyond. 160. CONTINUING PROFESSIONAL DEVELOPMENT ASSOCIATION FOR EDUCATORS IN NAMIBIA (NON-PROFIT ASSOCIATION INCORPORATED UNDER SECTION 21) (and shall if so directed by the Meeting) adjourn a meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other If the memorandum or articles of association of a company are not in English, the company has until 31 October 2012 to substitute them, by Associations or Partnerships Exceeding 20 Members Only public accountants and auditors, attorneys, notaries and conveyances, professional engineers, quantity surveyors, pharmacists and stockbrokers have been exempted from registering as a company where … Refer to Schedule 4 below for an additional amendment. Company not to be member of its holding company 46. If this is not done, they become jointly and severally liable to repay the money with interest (at 6% p.a.). Incorporation of certain branches of foreign companies and non-profit associations . You might be able to challenge your eviction and stay longer in your home. After five years from the date of deregistration of a company, no responsibility will remain with any person responsible for the custody of the books and papers of the company. The resignation of an auditor only becomes effective on the receipt of the written notification by the Registrar. NPCs are no longer (as section 21 companies were) public companies, but are in a category of their own. Persons convicted of insider trading are now specifically disqualified as acting as directors, unless if permitted by the Court. It is sufficient evidence to prove an allotment of shares was made to the public if it is shown that the offer of sale was made within 18 months (previously 6 months) after the allotment or agreement to allot. That director or officer has persistently failed, without reasonable steps, to comply with the Act or repealed Act requiring any return or other document to be lodged. The annual duty is also to be paid within one month of a company’s financial year end. Conversion of public company, having share capital into private company, and vice versa. An section 21 company established before 1 November 2010 may use the suffix “Incorporated Association not for Gain”. During this time they receive both practical and theoretical training. Please see for a detailed description of DTTL and its member firms. 11 of 2007) Affirmative Action (Employment), 1998 (Act No. [The heading of section 5 in the body of the Act is ... 24. Most of the amendments made, however, relate to a modernisation of the Act with wording amendments, from South West Africa to Namibia, to remove gender bias, to include Namibian legislation like the Anti-Corruption Act of 2003, to standardise company secretarial documents to the official language and to update penalties and fees applicable. Where securities (listed) are registered in the name of a person who is not the holder of the beneficial interest in those securities, the registered shareholder must, by the 7th day of February, May, August and November of every year, disclose in writing to the company on whose behalf the security is held together with the number and class held. A company that has passed a special resolution to voluntarily wind up, must give notice, per Government Gazette within 28 days after the  registration of such resolution. Welcome to OMDis OMDis Town Transform Agency (“OMDis”) is a Section 21 Company, or Special Purpose Vehicle. Financial assistance may now be given (previously an offence) for the acquisition of shares in a company, or its holding company, if prior approval by special resolution is obtained and if the company will remain liquid and solvent after the acquisition. Shares repurchased must be cancelled. There is no obligation for a private company to send the annual financial statements to the Registrar. Companies incorporated before 1 November 2010 may amend their memorandum by special resolution to remove objects if so desired. Interim Reporting now requires not only comparative amounts (unaudited) of the preceding period to be disclosed, but also the audited amounts of the most recent financial period. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. Directors, who are aware of a vacancy, and who fail to appoint an auditor within three months of receipt of written notification of resignation, will be jointly and severally liable for all debts incurred by the company during the existence of the vacancy. • The auditor needs to complete a CM31, which contains all his details and serves as his consent to act for the company. Legislation to create a Central Securities Depositor is still however required in Namibia, effectively meaning that tangible share certificates are still to be issued for Namibian registered companies. Simply email or WhatsApp to us the following documents and information: Requirements to register Close Corporation company (cc) Minimum 1 member […] The Sectional Titles Act , 2009 (Act No.2 of 2009) came into operation on 15 December 2014 in terms of Government Notice No. The exception (to the requirements of the section) of obtaining the written consent of all members remains available in the new Act. Foreign branches and non-profit associations can register as section 21 companies, provided they comply with the requirements of section 21. box 3300 • tel 061-242224 Yes! 22 Meaning of "private company" and cessation of its privileges 23 Incorporation of certain branches of foreign companies and non-profit associations PART 2 CONVERSION OF COMPANIES 24 Conversion of public company, having share capital into private company, and vice versa 25 Conversion of company into incorporated non-profit association or Get reviews and contact details for each business including phone number, postcode, opening hours and photos. 21. Forms of doing business. The date of any revaluation of assets and the revalued amounts are now required to be maintained in the register of fixed assets. Most private renters have this type of tenancy. 22. Only public accountants and auditors, attorneys, notaries and conveyances, professional engineers, quantity surveyors, pharmacists and stockbrokers have been exempted from registering as a company where the members exceed 20. The Namibian Companies Act, Act 28 of 2004 (“the Act”) contains a number of provisions that will directly impact all companies, directors and officers. under section 21 of the Companies Ordinance (Revised 2011) 1. The new Act introduces a couple of new options for NPCs, and if your NPC does want to take the opportunity to adopt these changes, or if it needs to amend its MOI for any other reason (satisfying SARS’ requirements is a common reason) then it would be appropriate and necessary to … Telephone +27 11 201 20299. Consent by experts and others . Section 21 companies in existence before 1 November 2010 are deemed to comply with the requirements of the new section 21 of the Act. SECTION 21 COMPANY REPUBLIC OF SOUTH AFRICA COMPANIES ACT 1973 ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL NOT ADOPTING SCHEDULE 1 SECTION 60(1): REGULATION 18 GONDWANA GAME RESERVE HOME OWNERS ASSOCIATION (PROPRIETARY) LIMITED namibia islamic judicial council (non-profit association incorporated under section 21) (incorporated association not for gain) mark as favourite In order to assist persons applying for a licence under section 21 of the Companies Ordinance (Cap.32), the attached standard form has been prepared to indicate the way in which the Memorandum and Articles of Association should be prepared. Address. Provision has now been made in the Act to allow registered and authorised banking institutions and the Namibian Stock Exchange, in addition to stock brokers, to prepare broker transfer forms for the transfer of securities. Apart from a name change, however, from “Associations not for gain” to “Non-profit associations”, the only other amendment is that the name of the company is to include the suffix “Non-profit association incorporated under section 21”. Lithon Foundation is registered as a Section 21 Company in October 2014, as well as a Welfare Organisation, with the Ministry of Health and Social Services. A person who, as director carried on the business of the company recklessly or with the intent to defraud creditors. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. If you get a section 21 notice, it’s the first step your landlord has to take to make you leave your home. A non-profit association must state its objects in accordance with section 21. 39. CATS is a registered section 21 company - not for gain. 2. The 21 day notice period for the intention to pass a special resolution is not required if the written consent of all the members of a company is obtained. © 2019. Section 21 Companies Wednesday 2 August, 2006 - 13:45 Just a question for NGOs - it seems that we are disadvantaged when tendering for Government contracts, which we do quite often - as we cannot show HDI ownership especially of equity. Find Section 21 Company in Za on Hotfrog. The auditor of a company has a duty to report all dormant entities to the Registrar. The register of debenture holders should now also include whether these are payable to the bearer or holder of the debenture. A Section 21 Company must be registered in the same manner as any other company in Namibia and must follow the same rules and regulations that apply to other kinds of companies. A register of beneficial interest disclosures, where applicable, is to be maintained by a company, and disclosures of the beneficial holders and the extent held, are to be made in the annual financial statements of the company for any beneficial interest in excess of 5% of the total number of securities of that class. A summary of the more significant changes are highlighted below. Additionally, in terms of section 77(2), a director of a company may be held liable in accordance with the principles Companies now also have to maintain a record of the cession of book debts, in addition to a register of bonds and pledges. This is submitted to the registrar with a N$2,00 revenue stamp. Ancillary objects and powers of company 40. Accounting records maintained in a language other and English before 1 November 2010 do not need to be substituted in English. on the company to prove such knowledge on the part of the director. ... 37 Feld Street, Windhoek, Namibia. Details of all loans granted to directors and managers, even if repaid before year end, must be disclosed in the annual financial statements. A directors register of interests in contracts maintained in a language other than English before 1 November 2010, does not need to be substituted in English. If your section 21 notice is valid, your landlord will need to go to court to evict you. Leadership perspectives from across the globe. These entities are exempt from the name suffix requirement of “Limited by Guarantee” and do not have annual duties. A section 21 is a legal notice that a landlord can give to start the process to end an assured shorthold tenancy. Part 2. This would be done by special resolution and the requirement of liquidity and solvency apply. An external company does not require an auditor where its sole purpose is to establish a registration office of a share transfer office in Namibia. There have been minor amendments in sections, mainly with the application of the repealed Act, the application of assets and costs of winding up, the power of the Court to hear applications, notice of winding up, dealing with offences in securing nomination as liquidator, confirmation of account, summoning and examination of persons as to affairs of company, examination by commissioner and to the section dealing with pre-judicial management creditors may consent to preference. Namibia Newsletter January 2013 According to a Press releases, all compa-nies with a payroll over N$350,000.00 a year will be liable to pay a 1.5% VET levy to the Namibia Training Authority (NTA) before or on the 20th of each month. This summary intends to afford clarity as to the new Sectional Titles Act and the advantages and disadvantages thereof as will be encountered by Developers and Registered Owners. quorum for a meeting of a company’s board of directors. The amended Schedule 4 to the Act is applicable to companies with financial year ends commencing on or after 1 November 2010. And both NPOs a… The penalty for insider trading under the Act is N$500 000 and/or two years in prison. The objects may be stated, but it is not required, and these would be seen as an internal restriction only. A Section 21 company is an Association not for Gain. A reduction in the extension period, on application to the Registrar, for the above periods has been made from a 6 months extension to 3 months. No financial assistance to purchase shares of company or holding company 45. Conversion of company into incorporated nonprofit association or company limited by - ... Republic of Namibia 7 Annotated Statutes Companies Act 28 of 2004 159. This register is to be open for inspection. Please see, Telecommunications, Media & Entertainment. These are to be maintained in an electronic register per class of security and certain rules around the inspection, maintenance and transfer thereof and fees applicable thereto have been listed. Nowadays, it is cost-effective and promising to register company in Namibia. • CM22 Physical and postal address of the company is submitted to the registrar with a revenue stamp of N$2.00. An auditor must report to the members of a holding company where the directors of a holding company have not decided to make out consolidated annual financial statements. Provisional annual financial statements require audited comparative disclosures. See Terms of Use for more information. From 1 November 2010 onwards the register is to be maintained in English however, and the same condition applies to minutes of meetings held before 1 November 2010. Where there are joint landlords, the notice may be given by any one of them. A company may with the written approval of the Registrar, and subject to any conditions determined, exclude any category of members or debenture holders of a company who are not resident in Namibia from any rights offer. BþÄOïÊ|Þ}Øä Ðõÿ8[!o䯊»ÛgPŸ>‚zñì•ìÂ~ûäë$mZ†®ñ.þwlÂ/à=ݎwK5ªƒùî¥R³BõKZ×:â•POZ"™ž ߨbÑ7d$Yj–,±Ò¬,ˆä=SnÅ¢‡ì")áœzzW-¶×ü ÞǤ±lq…dGúÁ. Foreign branches and … Would it not be possible for NGOs to negotiate with Government to introduce an exception? CATS students are employed by one of the CATS member companies for two years. Background The Act was signed into law on 8 April 2009 and become operative from 1 May 2011. The NTA will act as a collecting agent and will be responsible for the administration of the VET fund in Namibia. Specifically, the commissioner must decide on how much representation in a particular workplace a union is allowed: You might be given a section 21 notice during a: rolling periodic tenancy fixed term tenancy - if there's a break clause It gives a date for you to leave your home. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. Namibia Ministry of Labour Legislative Mandate The Ministry promotes the following mandates: The Labour Act, 2007 (Act No. No voting rights attach to these shares. Section 21 of the 1988 Act provides two different mechanisms under which a landlord can give notice to obtain possession of their property. If the private company does not, however, have its annual general meeting within 9 months of its year end, the Registrar, may on application by a member, require such a submission. 29 of … of the company named southern africa science service centre for climate change and adaptive land management (non-profit association incorporated under section 21) \\ \ 201'3-10'" 1 \ ellis shilengudwa 'ne p.o. Loans made and security provided by subsidiary 44. A share premium account can now be utilised in the redemption of preference shares, if in terms of the original issue and so authorised by its articles, that were issued before 1 November 2010. Namibia’s new Sectional Titles Act. under section 21”. Interest of up to 10% p.a. If a share offering is oversubscribed, the directors and officers of the company together with the company have 14 days to repay the money. Founded in 2003, Team Namibia is a Section 21 company (association not-for-gain) that enables Namibians to advance their own economically sustainable future by promoting the use of local products and services.Team Namibia members support the country’s national objective of sustained economic growth, as set out in the National Development … The Court may now prohibit a person from acting as a director for a period of time if: Loans given to directors and managers before 1 November 2010 by special resolution have to be ratified by all the members of the company. The directors of the company and its holding company are jointly and severally liable to restore the share capital of the company if the requirements of liquidity and solvency are not met. There are no available figures on the number of section 21 companies in existence in Namibia, but it is believed that there are not many of them. READ MORE. After 1 November 2010, applications will have to be made to the Minister for new associations or partnerships (other than those exempted already) with members exceeding 20. Section 40 deals with representations made to persons dealing with the company (about directors) while section 41 states that a person is not presumed to have knowledge of the contents of documents lodged with the Registrar, or available for inspection at the registered office, for example the memorandum of association. More onerous disclosure requirements have been created for annual returns to be made by companies, which is required to be lodged with the Registrar within one month of a company’s financial year end. Public Private Partnership Act 4 of 2017. and liable to a fine or imprisonment if the disclosure is not made. Sections relating to names and defensive names have been amended to ensure names are in the official language, that the period of registration or renewal of a defensive name is two years (previously one year) and that every company must display its registration number alongside its name in all notices, official publications, money orders and stationery used. An agent of the landlord may give the notice on behalf of the landlord. The registered shareholder is to submit the required information within 14 days of receipt of written notice. Most of the formal civic organizations are registered as trusts, a far easier and cheaper window for registration. Power as to pre-incorporation contracts 43. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. The effective date of the Act is 1 November 2010. Public Enterprises Governance Act 1 of 2019. A Private Company can have a minimum of 1 and a maximum of 50 shareholders, whereas a Public Company can have more than 50 shareholders. The sections relating to undesirable names has been amended to give the Registrar more authority. A company is to hold an annual general meeting not more than 9 months (previously 6 months) after every financial year end, or not more than 15 months after the date of the last annual general meeting. A company has the power to question any registered shareholder as to who holds the beneficial interest in securities, going back as far as three years if needed. In either case, since the coming into force of the 1996 Act, the notice must be in writing. Lithon South Africa. (previously 6% p.a.) No constructive knowledge 42. A subsidiary is now defined by control and not a majority shareholding percentage. Learn how this new reality is coming together and what it will mean for you and your industry. Section 66 of the Act provides that the business and affairs of a company must be managed by or under the direction of its board of directors, which has the authority to exercise all of the Notice of intention to convert a company is now 15 days, in the Gazette, before the date of the meeting, previously three days. Both NPOs and for-profit organisations are: 1. private, non-government organisations with self governing boards accountable to their owners or members (although NPOs also need to account to their donors and, arguably, to the general public since they claim to operate in the public interest).