Annual Duty Penalty Waiver Programme

100% Annual Duty Penalty Waiver Programme for All Registered Businesses.

Let’s make sure you have all you need to participate in the Annual Duty Penalty Waiver Programme.

1. What are Annual returns and Annual Duties?

   Annual return is a form that is lodged with the Registrar not later than one month after the end of an entities (company and close corporations) financial year and it contains particulars such as the name of the entity, the date of the financial year end, the date on which its last annual general meeting was held, name and address of the Auditor, amongst other information. The annual return is lodged in terms of Section 181 of the Companies Act.

   Annual duty is a tax levied to a company’s issued share capital plus share premium and certain undistributed reserves. In the instance of a case of the close corporations, the annual duty is a standard amount of N$ 120.00. Eligibility for penalty waiver.

   The Annual Duty Penalty Waiver Programme applies to eligible registered business entities who have accumulated incurred penalties due to not paying honouring their annual duties on time. The 100% penalty waiver programme is thus only applicable if business entities have paid their Annual Duty principal amounts in full.

2. What does the principal amount refer to?

   Principal amounts refer to the N$ 80.00 (from 2012-2019) and the N$ 120.00 (from 2020 to date) Annual Duty fee as prescribed in terms of section 181 of the Companies Act, 2004 and section 13 (2) of the Close Corporations Act of 1988.

3. Who may apply for the waiver programme
   • Registered entities that HAVE NOT filed annual returns and paid annual duties for any year between 2012 – 2022.
   • Registered businesses include Companies, Close Corporations and Section 21 entities.
4. What are the benefits of participating in the Annual Duty Penalty Waiver Programme?
   • 100% waiver of penalties to all participating businesses
   • 100% waiver of additional/late submission fees to companies
   • Receive a BIPA Good Standing Certificate (valid for 12 months)
   • Receive a zero-balance statement
5. Required documentation when applying for Penalty Waiver Programme
   • Completed Waiver application Form (available on BIPA website)
   • Completed CC7 or CM23 Forms (available on BIPA website)
   • Completed Beneficial Ownership Form (available on BIPA website)
   • Certified ID or Passport Copy for all beneficial owners (not older than 6 months)
   • Proof of Residence for all beneficial owners
   • Latest copy of CC1 or CC2/ Latest CM29
   • If prior payments for annual duties were made, bring along all receipts/proof of payment for each respective year
   • If prior year end changes were made, bring along all proof of CC9/CM32
   • If prior year-end changes were made on SHARE CAPITAL, bring along all proof.
6. How does the programme work?
   • BIPA will waive 100% penalties and additional fees which were payable by a business between 2012 and 2022.
   • The waiver is conditional on the entity paying its annual duty capital amount for each specific year of non-payment.
   • Companies are also required to pay their submission fees payable for each year of non-payment.
7. The waiver programme goes only up to 2022, are my penalties waived from 2022 onwards?
   • No, penalties will only be waived up to December 2022.
   • Considering that 2023 is not included in the waiver programme, companies and CC’s should be paid up for 2023 in order to be issued a zero-balance statement and a good standing certificate.
8. How would I know which years I will have to pay for?
   • If you have never paid annual duties before, you will have to pay the capital amounts from the first financial year-end after incorporation (registration).
     • E.g. If the business was registered in 2015 with a financial year-end of June each year, you will be liable to pay from June 2016 until June 2022.
   • Once the entity completes their waiver application form, you will receive a statement from the statements counter. This will indicate what is payable and what will be waived.
9. How many applications may be submitted for walk-in clients?
   • Each individual/consultant may only submit up to a maximum of 5 applications (referring to number of businesses) per day at this at the waiver venue.
   • Applications more than 5 will be deemed as bulk.
10. How many “bulk” applications can you submit?
    • Each individual/consultant may only submit up to a maximum of 20 bulk applications, per submission.
    • Bulk applications are not directly handled at the waiver venue.
    • Bulk applications refer to the number of entity applications being submitted for processing at the same time.
11. If I have more than 5 Bulk applications, how do I submit this?
    • Bulk applications for 5 or more entities (maximum 20), may be submitted via the bulk submission procedure.
    • For the waiver programme, BIPA will only accept bulk applications in batches of 20 entities per bulk submission.
    • All bulk submissions (in batches of 20) may be submitted via email at bulkwaiver@bipa.na
    • Bulk application form, click here
12. Can I submit my waiver application via online/email, without having to visit a BIPA office?
    • An online application form is available via a link on the BIPA website. By submitting, the form will automatically reach the BIPA waiver team.
      • You will receive a return email with a statement, once application has been received.
    • If you have completed a physically printed form, you will be required to submit this form and all other supporting documents at the venue in person.
    • Kindly ensure the application form is duly completed to minimize time spent on the application process.
    • Once payment is completed, all other supporting documents are to be submitted at the waiver venue in person.
13. Can I make a Bank Deposit or Electronic Funds Transfer (EFT) payment, for single or bulk submissions prior to receiving my statement?
    • No payments should be made prior to receiving a statement and BIPA reference number
    • Close Corporations (CC’s), may use their BIPA reference number when making either a bank deposit or EFT.
14. What methods of payment do BIPA allow?
    • Bank Deposits
    • Electronic Fund Transfers (EFT)
    • Point of Sale Payments (Card payments)
    • waiver payment method
15. Which bank accounts can payments be made to?
    • Bank Windhoek
    • Nedbank Namibia
    • First National Bank Namibia
16. If I have already paid all my penalties prior to the waiver programme, do I qualify for a refund?
    • The waiver programme officially started on 15 November 2023
    • Any payment made towards annual duties and penalties prior to the official commencement of the programme, will not be refunded, as it falls outside the timeline of the waiver programme.
17. How much are companies and close corporations required to pay?

    For businesses to have their penalties waived, they will be required to pay their capital amounts for each year of non-payment. The amounts payable are as follows:

    • Period 2012 – 2019
      • Close Corporations
      • Companies with less than 200 thousand shares issued – N$80.00
        • Including submission fee of N$100
        • Total minimal payable per year of non-payment = N$180.00
      • Companies with more than 200 thousand shares issued – N$80.00
        • In addition to N$4.00 for every 10 thousand issued shares
        • Including submission fee of N$100
        • No minimum amount payable, as it depends on issued share capital
      • Section 21
        • Submission fee of N$100 (No annual duty payable)
    • Period 2020 – 2022
      • Close Corporations – N$120.00
      • Companies with less than 200 thousand shares issued – N$130.00
        • Including submission fee of N$160
        • Total minimal payable per year of non-payment = N$290.00
      • Companies with more than 200 thousand shares issued – N$130.00
        • In addition to N$6.50 for every 10 thousand issued shares
        • Including submission fee of N$160
        • No minimum amount payable, as it depends on issues share capital
      • Section 21
        • Submission fee of N$160 (No annual duty payable)
18. Where can I find the forms online?

    All forms related to the Annual Duty Waiver Programme can be downloaded below:

    • Waiver Application Form, click here
    • BO1 – Beneficial Ownership Declaration Form
    • CC7 – Annual Duty Return
    • CM15 – Return of Allotment of Shares
    • CM23 – Annual Return
    • BIPA Request for Deregistration, click here
19. Online Statement Request
    • Clients can request for a statement online, here