Namibia Info
Joined: 20 Apr 2007
Posts: 15
Home Country: namibia
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 Posted: Fri Apr 27, 2007 9:24 am Post subject: DOING BUSINESS NAMIBIA / NAMIBIA BUSINESS GUIDE |
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DOING BUSINESS NAMIBIA
STARTING A BUSINESS
STANDARDIZED COMPANY
Legal Form: Besloten Vennootschap (BV)
Minimum Capital Requirement: 0
City: Windhoek
Registration Requirements:
Procedure 1. Deposit the initial capital in a bank account.
Time to complete: 1 day
Cost to complete: no charge
Comment: The funds for the initial capital should be paid into a bank account.
Authorised share capital: 4 000 ordinary shares of N$ 1.00 each
Issued share capital: 100 ordinary shares of N$ 1.00 each
There are no legal requirements regarding the minimum start-up capital for a private company.
Procedure 2. Obtain the approval for a company name from the Registrar of Companies.
Time to complete: 14 days
Cost to complete: included in the cost of registration
Comment: The Registrar of Companies is located at the Ministry of Trade and Industry. If the proposed name is acceptable, it will be reserved for 60 days.
Procedure 3. Pay the registration fees and buy revenue stamps at the Receiver of Revenue
Time to complete: 1 day
Cost to complete: no charge
Comment: Subject to the provisions of section 10 (1) (a) and (b) of the Act, fees, additional fees, annual duty or other moneys payable to the Registrar, may, except where otherwise provided in these regulations, be paid to any receiver of revenue. Proof of payment of such fees, additional fees, annual duty or other moneys shall be affixed to the relevant form or document by means of adhesive paste or glue spread over the entire surface of the reverse side of the acknowledgement of receipt form. Fees in relation to inspection or copies of documents may be paid on an account, subject to such conditions as the Registrar may lay down.
Procedure 4. Hire an attorney to register the company with the Registrar of Companies; obtain the Certificate to commence business.
Time to complete: 35 days
Cost to complete: N$ 2,650 + N$ 556 (revenue stamps)
Comment: The Companies Act under Section 63 stipulates that memorandum and articles of association must be lodged and uplifted by a subscriber or by a local company attorney or accountant.
The following documents shall be lodged for the registration and incorporation of a company having a share capital:
• the original and two notarially certified copies of the memorandum and articles referred to in regulations 17 and 18, bound as prescribed in regulation 4 (1);
• Form CM5, containing particulars of the name reserved for company, as approved by the Registrar, together with such other Forms CM5, if any, containing particulars of shortened form of the name of the company, as approved by the Registrar;
• Form CM22, containing a notice of the registered office and postal address of the company; within the geographical boundaries of Namibia;
• A power of attorney signed by the subscribers to the memorandum in favour of the person lodging the documents;
• Form CM31 - containing the acceptance of appointment of an auditor;
• CM 29 - Contents of register of Directors, Auditors and Officers;
• CM 46 - Application and Certificate to commence business. Annual company duty for the first year shall be affixed to the Application for a Certificate to Commence Business;
• Proof of payment of the registration fee in terms of section 63 (2) of the Act shall be affixed to the original Form CM 2;
• CM 47 - as prescribed by section 172(3)(a) of the Companies Act, being a statement of the opinion of each director to the effect that the capital of the company is adequate for the purposes of the company and its business, or, if he/she is of the opinion that it is inadequate, the reasons therefore and the manner in which and the sources from which the company is to be financed and the extent thereof. This must be filed before the Registrar will issue a Certificate to Commence Business.
The Memorandum and Articles of Association need to be notarised; the fee is included in the registration fees.
The Certificate to Commence Business is normally lodged with the registration of the company and obtained when the company is registered.
The Registrar of Companies automatically forwards a copy of the Memorandum and Articles of Association to the Receiver of Revenue, who in turns registers the company as tax payer and issues a tax identification number and taxation payable of 35% of all profit is due to the Receiver of Revenue.
Procedure 5. Register for VAT with the Receiver of Revenue at the Ministry of Finance
Time to complete: 21 days
Cost to complete: no charge
Comment: Any "person" who carries on a taxable activity on or after 27 November 2000 and whose taxable turnover in any twelve month period exceeds or is likely to exceed N$200 000 must apply to register for VAT. Fill out and submit to the Receiver of Revenue form VAT I. The applicant receives the registration number in 3-4 weeks.
Procedure 6*. Register for PAYE with the Receiver of Revenue.
Time to complete: included in the previous procedure
Cost to complete: no charge
Comment: The registration for PAYE is separate to the registration for VAT and both are registered by the Receiver of Revenue at the Ministry of Finance.
Procedure 7. Apply for a Town Planning Certificate.
Time to complete: 1 day
Cost to complete: no charge
Comment: Business premises must be approved by the municipality.
Procedure 8. Apply for a health certificate/trading licence from the local municipality.
Time to complete: 1 day
Cost to complete: N$ 47 to N$ 350 depending on the type of business.
Comment: A fitness certificate must be obtained from the Health Division. The time depends on whether an inspection needs to be done on the premises (if involved with food).
Procedure 9. Register workers with the Social Security Commission.
Time to complete: 21 days
Cost to complete: N$ 10 per employee
Comment: A percentage is deducted from all employees salaries of which the employer pay the same with a maximum of N$ 27.00 and a minimum of N$ 2.70. Time: 2-4 weeks.
Procedure 10*. Register workers with the Workmen's Compensation Commission.
Time to complete: 20 days (simultaneous with previous procedure)
Cost to complete: no charge
Comment: An application to the Workmen's Compensation need to be done for all employees earning less than N$ 72 000 per annum with special circumstances for those employees earning above that amount, this amount is payable on a yearly basis on a scale of rates per wage depending on the industry the company is involved in. There are two types of registration one for if your business is involved in the agricultural industry (farming) or not.
Note: Procedures sometimes take place simultaneously. Instances of this are marked with an asterisk (*).
FORMS OF BUSINESS ORGANISATION
A business may be conducted by individuals, partnerships, trusts, close corporations, Namibian companies or branches of foreign companies.
Close Corporation
A close corporation is governed by the Close Corporations Act. It may have only individuals as members and, thus, is not usually a suitable vehicle for foreign investors.
Company
A Namibian company may be public (name ends in Limited ) or private (name ends in (Proprietary) Limited) . Both private and public companies are governed by the Companies Act. There is no minimum equity capital requirement for companies.
The private company is the most common vehicle for operating a business in Namibia. It may have only one member and director. There need not be any Namibian resident directors.
Branches of Foreign Company
A subsidiary of a foreign company is regarded as a Namibian company. The legal liability of the parent company is limited to the amount of capital committed (together with any guarantees provided).
Both a Namibian company and a branch operation are subject to the provisions of the Companies Act.
An annual duty is payable on the issued share capital of a Namibian company of a branch. The duty is payable on incorporation or registration and thereafter annually within one month of a company's year end. The rate of annual duty is N$ 80 up to N$ 200 000 issued capital, thereafter N$ 4 per completed N$ 10 000 of issued share capital.
A branch is obliged to lodge a certified copy of its Memorandum and Articles of Association (or other instrument defining its constitution) with the Registrar of Companies, as well as a sworn translation into English where appropriate.
Two primary requirements for a branch are:
· an annual audit, and
· financial statements must be lodged with the Registrar of Companies. (Financial statements must also be lodged for the company as a whole. Exemptions, renewable every two years, may be obtained in certain circumstances).
Locally registered private companies are also required to be audited but are not required to lodge their annual financial statements with the Registrar of Companies. |
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