NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
ENS | Namibia (incorporated as LorentzAngula Inc) 3rd Floor Unit 4 LA Chambers Ausspann Plaza Dr Agostinho Neto Road Windhoek Namibia Tel: +26 461 379 700 Fax: +26 461 379 701 Email: infoWDH@ENSafrica.com Web: www.ensafrica.com/countries/namibia
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements Namibian law recognises various types of business organisations. The principal forms are: • sole proprietorships, providing for personal and unlimited liability of the proprietor; • partnerships under common law, providing for per - sonal and unlimited liability of the partners; • business trusts under common law and the Trust Administration Act, 2023, which may effectively provide for limitation of liability to the maximum value of the trust assets; • close corporations registered under the Close Corporations Act, 1988, which are juristic persons separate from their members, whereby members may only be natural persons, providing for limited liability for such members; • private and public companies registered under the Companies Act, 2004, which are juristic persons separate from their shareholders, providing for limited liability for such shareholders; and • external companies, being organisations estab - lished outside Namibia and which have established a place of business in Namibia and therefore required to register as external company under the Companies Act, 2004.
The corporate governance framework for companies in Namibia is derived from a combination of statutory, common law, contractual and self-regulatory sourc - es. These sources operate together to establish the duties, obligations and standards of conduct applica - ble to companies and their directors. The foundational legal sources of corporate govern - ance for all companies in Namibia are: • the Companies Act, 2004, which is the primary statute governing the incorporation, management and regulation of companies in Namibia; and • the common law, which imposes fiduciary duties and duties of care and skill on directors. In addition to these overarching legal requirements, the governance of individual companies is shaped by the following company-specific sources: • a company’s memorandum and articles of associa - tion, which constitute the constitutional documents of the company and may impose additional duties and requirements beyond those prescribed by statute and common law; and • any agreement between directors and the com - pany on whose board they serve. Listed companies are subject to further corporate governance obligations, including:
507 CHAMBERS.COM
Powered by FlippingBook