NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
Public Availability Documents lodged with the Registrar are generally available for public inspection upon payment of the prescribed fee. Consequences of Non-Compliance Failure to make required filings may result in fines, additional fees for late submissions, and, in serious cases, deregistration of the company. Supervisory Powers The Registrar has powers to require companies to provide information concerning their affairs, to inves - tigate companies’ membership and ownership, and to enforce compliance with the Companies Act, 2004. 5.4 Global Anti-Money Laundering Namibia has enacted anti-money laundering legisla - tion, including the Financial Intelligence Act, 2012 and its regulations, which imposes reporting obligations on accountable institutions. Board Oversight Although no specific statutory provisions require boards to establish dedicated anti-money launder - ing oversight structures, directors remain subject to a general duty to ensure that the company complies with applicable laws, including anti-money laundering legislation. The Financial Intelligence Act, 2012 fur - ther requires accountable institutions to obtain senior management approval for anti-money laundering poli - cies and to appoint a compliance officer at manage - ment level. Personal Liability Directors may face personal liability for AML non- compliance if they were knowingly party to the com - mission of any offence or if they failed to take reason - able steps to prevent AML violations. 6. Audit, Risk and Internal Controls 6.1 External Auditors Appointment Requirement Every company must appoint an auditor. In terms of Section 278 of the Companies Act, 2004, a com - pany must, at every annual general meeting, appoint
an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting. Disqualification No body corporate, and no person who is not quali - fied to act as such under the Public Accountants’ and Auditors’ Act, 1951 may become the auditor of a com - pany. The following persons are also disqualified: • a director or officer of the company or its subsidi - ary or holding company; • a person who habitually or regularly performs duties of secretary or bookkeeper (subject to cer - tain exceptions for private companies); and • a partner or employee of a director or officer of the company. Duties of the Auditor Section 308 of the Companies Act, 2004 sets out the duties of the auditor, including: • examining the annual financial statements and group annual financial statements; • satisfying themselves that proper accounting records have been kept; • satisfying themselves that the minute books and attendance registers have been kept in proper form; • satisfying themselves that the register of interests in contracts has been kept; • examining or satisfying themselves as to the exer - cise of any securities of the company; and • reporting to the members in accordance with the Companies Act, 2004. Removal of Auditors Any company may, subject to Subsection (2) and Sec - tion 287, at an annual general meeting by resolution passed by not less than three-fourths of the mem - bers entitled to vote who are present in person or by proxy, determine that any person then holding office as its auditor must not be reappointed or that some other person must be appointed as the auditor of the company. Where an auditor has reason to believe that in the con - duct of the affairs of the company a material irregulari -
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