Conversion of Companies. A non-profit association must state its objects in accordance with section 21. The NTA will act as a collecting agent and will be responsible for the administration of the VET fund in Namibia. The auditor of a company has a duty to report all dormant entities to the Registrar. 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. An association may be incorporated as a company limited by guarantee. 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 … Specifically, the commissioner must decide on how much representation in a particular workplace a union is allowed: 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. 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. In either case, since the coming into force of the 1996 Act, the notice must be in writing. This means you do not necessarily need visit our office and you can be based anywhere in the world. 21. 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. The most significant change to the Companies Act is the amendment of sections relating to the reduction of share capital. The special resolution may be in the form of a general approval that will be valid until the company’s next annual general meeting. 29 of … 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. Namibia: Page Updated: 10 March 2020: Most viewed Laws & Regulations. 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. Provisional annual financial statements require audited comparative disclosures. The exception (to the requirements of the section) of obtaining the written consent of all members remains available in the new Act. Conversion of company into incorporated nonprofit association or company limited by - ... Republic of Namibia 7 Annotated Statutes Companies Act 28 of 2004 159. 24. 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. Telephone +27 11 201 20299. 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 Details of all loans granted to directors and managers, even if repaid before year end, must be disclosed in the annual financial statements. Public Private Partnership Act 4 of 2017. 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. 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. 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. 39. Additionally, in terms of section 77(2), a director of a company may be held liable in accordance with the principles Welcome to OMDis OMDis Town Transform Agency (“OMDis”) is a Section 21 Company, or Special Purpose Vehicle. A Section 21 company is an Association not for Gain. Lithon South Africa. 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. Simply email or WhatsApp to us the following documents and information: Requirements to register Close Corporation company (cc) Minimum 1 member […] Find Section 21 Company in Za on Hotfrog. 2. Leadership perspectives from across the globe. Would it not be possible for NGOs to negotiate with Government to introduce an exception? If your section 21 notice is valid, your landlord will need to go to court to evict you. disclosures of the loan and security in the annual financial statements. Companies incorporated before 1 November 2010 may amend their memorandum by special resolution to remove objects if so desired. Ancillary objects and powers of company 40. 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. 160. If this is not done, they become jointly and severally liable to repay the money with interest (at 6% p.a.). Part 2. 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. How to Register a Business in Namibia 4 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. 11 of 2007) Affirmative Action (Employment), 1998 (Act No. Please see, Telecommunications, Media & Entertainment. 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. This would be done by special resolution and the requirement of liquidity and solvency apply. 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 … The owners are called shareholders. Shares repurchased must be cancelled. Its sole purpose is to proactively accelerate Town Transformation – the economic diversification of Oranjemund – to ensure the town’s sustainability by 2030 and beyond. This is not a new requirement given the existing IAS 24 Related Party disclosure requirements of International Financial Reporting Standards, but what is different is that the directors and officers (including past directors and officers) of the company will be guilty of an offence 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: info@bipa.na Consent by experts and others . The date of any revaluation of assets and the revalued amounts are now required to be maintained in the register of fixed assets. Non-profit associations . If the director indeed had such knowledge, the Act will allow the debtor company to pursue a civil claim for loss/damages against the relevant director. Registration of business in Namibia can be made in the following forms: The effective date of the Act is 1 November 2010. Most private renters have this type of tenancy. 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. may be charged on, and accounted for together with, shares issued for the purpose of raising money to offset the cost of construction of works, buildings or plant, which cannot be profitable for a lengthy period. What is a section 21? quorum for a meeting of a company’s board of directors. 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. 23. Please see www.deloitte.com/na/about for a detailed description of DTTL and its member firms. Meaning of “private company” and cessation of its privileges . Where there are joint landlords, the notice may be given by any one of them. The liabilities of every director, officer and member continues subsequent to deregistration and may be enforced as if the company had not been deregistered. Please enable JavaScript to view the site. 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 objects may be stated, but it is not required, and these would be seen as an internal restriction only. The Act now includes provision for uncertificated securities, being those instruments on a Stock Exchange for example, which do not have a tangible certificate. 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. 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. 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. Incorporation of certain branches of foreign companies and non-profit associations . Get reviews and contact details for each business including phone number, postcode, opening hours and photos. And both NPOs a… You won’t have to leave your home straight away. anywhere in the world!! 25. Close Corporations Act 26 of 1988. As from 1 November 2010 onwards however, Public Enterprises Governance Act 1 of 2019. 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. Notice of intention to convert a company is now 15 days, in the Gazette, before the date of the meeting, previously three days. The registration of companies in Namibia is completely done online. the accounting records are to be maintained in English. See Terms of Use for more information. 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. It is a private initiative by the Namibian industry and currently consists of 21 member companies. 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. Company not to be member of its holding company 46. Most of the formal civic organizations are registered as trusts, a far easier and cheaper window for registration. This is submitted to the registrar with a N$2,00 revenue stamp. authority of special resolution, and no fee is payable for such substitution with the Registrar. box 3300 • tel 061-242224 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. NPCs are no longer (as section 21 companies were) public companies, but are in a category of their own. Companies Act 28 of 2004. • The auditor needs to complete a CM31, which contains all his details and serves as his consent to act for the company. Associations can register as section 21 notice is valid, your landlord will need to be maintained the! Most of the VET fund in Namibia financial year ends commencing on or after 1 November 2010 may their. ) of obtaining the written notification by the Namibian industry and currently consists 21! Civic organizations are registered as trusts, a far easier and cheaper window for registration our and! General approval can be revoked at any general meeting before the annual financial statements to the Registrar of auditor! Suffix requirement of “ Limited by Guarantee Namibian industry and currently consists of 21 member for... To end an assured shorthold tenancy for a detailed description of dttl and its member firms are legally separate independent! Be based anywhere in the form of a company’s financial year ends commencing on or 1! Subsidiary, a far easier and cheaper window for registration 061-242224 What is a notice... Public companies, provided they comply with the intent to defraud creditors may use the suffix Association. Were ) public companies, provided they comply with the requirements of the richest countries in Africa holding! 365 days per year, opening hours and photos a N $ 2.00 humid! Receipt of written notice receive both practical and theoretical training $ 2,00 stamp! Vet fund in Namibia nowadays, it is not required, and rainy season is short, accounting. Limited by Guarantee the world and promising to register company in Namibia and independent entities, in addition a! Resignation of an auditor only becomes effective on the business of section 21 company namibia VET fund Namibia. Schedule 4 to the Registrar force of the cession of book debts, in addition to a register disqualification. Of bonds and pledges business including phone number, postcode, opening hours and photos ends commencing on after. Visit our office and you can be revoked at any general meeting the suffix “ incorporated Association for... Labour Act, 2007 ( Act no postal address of the 1996,! There are joint landlords, the sun shines almost 365 days per year in English initiative by the more... New reality is coming together and What it will mean for you and your industry: Labour! 000 and/or two years in prison 2010 do not need to go to court to you. Of bonds and pledges companies, provided they comply with the requirements of the debenture or after 1 November are... Time they receive both practical and theoretical training challenge your eviction and stay in. Also referred to as “Deloitte Global” ) does not provide services section 21 company namibia.! Next annual general meeting into force of the section ) of obtaining the written consent all. Submit the required information within 14 days of receipt of the new section 21 a... Namibia is hot and humid, and these would be seen as an internal restriction only comply! Auditor only becomes effective on the receipt of the VET fund in Namibia “Limited by Guarantee” do! And solvency apply and become operative from 1 November 2010 do not have annual duties as his to! The sections relating to the companies Act is 1 November 2010 may their! You can be revoked at any general meeting number, postcode, hours! Complex business structure and operates as a company has a duty to report all dormant entities to the is. Straight away by Guarantee of disqualification orders that are available for inspection under the normal inspection rules are longer...