FAQ

When can a company start doing business?

A company can start doing business once the following have been completed (and you have received your certificate to start the business):

  • Particulars of directors and officers of the company are completed on form CM29 and kept at the company’s registered office for inspection. Form CM29 must be completed and submitted within 14 days of any change of appointment.
  • The CM29 is part of the documentation necessary to incorporate the company and only once the CM46 is received can the company start trading.
  • Application for a certificate to start the business is completed on form CM46 and is submitted to the registrar.
  • The director needs to complete written consent on form CM27 which is kept at the registered office of the company.
  • A statement from each director testifying that the capital they have is sufficient to conduct business; if not, how they intend financing the company must be completed on form CM47 and submitted to the Registrar.
  • The name of the company must appear on letter heads, invoices, receipts, notices etc.
  • The names of the directors must appear on the bottom of the letterheads (and nationalities if not Namibians).
  • A company must pay annual duties within one month after the end of its financial year, (form CM23).

 

The different classes of shares

Preference shares

  • If liquidated, shareholders with preference shares are paid a fixed dividend before other shareholders are paid.
  • Does not usually entitle a holder to a vote at company meetings.

Redeemable Preference shares

  • The company has the option to buy back the shares in the future.

Ordinary shares

  • This entitles the shareholder to one vote per share and dividends are paid out once the preference dividends have been paid. This is normally where a company’s risk capital comes from.
  • If a company wishes to increase its authorised share capital, it must be done through a special resolution of its shareholders. Form CM26 is submitted to the registrar. Following this, CM11 is submitted to the registrar.

 

How can I register a Defensive Name / Sole Proprietorship Business?

To Register a Sole proprietorship or a Defensive Name, the applicant needs to apply using the two (2) application forms:

  • Application for Name Reservation (CM5)
  • Application for registration of Defensive Name (CM8).

This form of business is renewable every 2 years according to the Company Registration Act of Namibia.

 

How can I register a Close Corporation?

To register a close corporation, the applicant needs to apply using the  forms:

  1. Application for Name Reservation of Close Corporation(CC8)
  2. Submit a Founding Statement (CC1).

To update your business information (e.g. name,business address etc) apply using the CC2 form (Amendment Founding statement)