NAMIBIA Law and Practice Contributed by: Nadine van Schalkwyk, Ralph Strauss, Bonita R de Silva, Ivo dos Santos, Chrissie Turck, Jané Louw, Nicole Freygang and Natasha Nekuta, Dr. Weder, Kruger & Haikali Inc.
Public Company (Ltd) A public company requires a minimum of seven shareholders and at least two directors. There is no statutory minimum share capital requirement. Share - holders generally enjoy limited liability, and shares may be offered to the public. It is generally used for larger operations seeking public investment or stock exchange listings. Close Corporation (CC) There may be between one and ten members and there is no issuing of shares. Ownership is held through percentage-based members’ interests. Only natural persons may be members. Members enjoy limited liability, subject to specific statutory excep - tions. Members manage operations directly without a board of directors. Close corporations are widely used by local small-to-medium enterprises. Section 21 Company This company is incorporated under Section 21 of the Companies Act 28 of 2004 for charitable, educational, or public benefit purposes. It is structured as a public company limited by guarantee without share capital, and requires a minimum of seven members and two directors. Members enjoy limited liability up to their guaranteed amount. Paying dividends to members is statutorily prohibited. External Company Establishing an external company allows a foreign business to register and operate under Chapter 13 of the Companies Act 28 of 2004 as a local branch. The foreign parent company keeps its offshore identity and carries unlimited liability for all debts incurred by its Namibian operations. It requires a local auditor and a resident administrative agent to accept legal service, and it is best suited for short-term, specialised infra - structure or resource exploration subcontracts. 3.2 Incorporation Process Corporate registrations in Namibia are administered by BIPA under the Companies Act 28 of 2004 and the Close Corporations Act 26 of 1988. All structures require initial name reservation using Form CM5 for companies and Form CC8 for close corporations.
For a private company (Pty) Ltd, applicants must lodge a memorandum and articles of association in triplicate (including two notarised copies), director details, and beneficial ownership disclosures. Fees scale with authorised share capital. Following approv - al, BIPA issues the certificate of incorporation on Form CM1. BIPA generally takes around 25 working days to process an application, although in practice the full incorporation process, including NAMRA tax regis - tration and local municipal licensing, typically takes between four and eight weeks. A public company (Ltd) follows the same basic regis - tration process but requires at least seven founders. It is designed for public capital or stock exchange (NSX) listings, and is subject to strict Chapter 6 rules. Importantly, it may not commence trading or borrow - ing solely upon incorporation. Instead, it must regis - ter a prospectus and obtain a separate Section 180 Certificate to Commence Business using Form CM46. The incorporation process typically takes between eight and sixteen weeks. A close corporation (CC) provides a simpler frame - work for up to ten members, replacing share capi - tal with members’ percentage interests. Registration requires the submission of a Founding Statement (Form CC1), details of the members, beneficial own - ership information, and a mandatory consent letter from an accounting officer. BIPA generally processes applications within five working days, with the com - plete incorporation process typically taking between one and three weeks. A Section 21 company utilises the public company registration framework and is incorporated without share capital for non-profit purposes. It requires at least seven founders, must use the suffix “non-profit association incorporated under Section 21”, and must file Form CM4 containing absolute asset-lock provi - sions. Registration with BIPA generally takes between four and eight weeks. Any exemption from NAMRA taxation must be applied for separately. An external company (foreign branch) must regis - ter under Section 328 once it establishes a place of business in Namibia. Registration requires the sub - mission of a notarised copy of the foreign constitu -
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