An agent of the landlord may give the notice on behalf of the landlord. info@lithon.com. under section 21 of the Companies Ordinance (Revised 2011) 1. The climate of Namibia is hot and humid, and rainy season is short, the sun shines almost 365 days per year. 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. 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. Schedule 4 has been updated to the South African version of 1992. • The auditor needs to complete a CM31, which contains all his details and serves as his consent to act for the company. The date of any revaluation of assets and the revalued amounts are now required to be maintained in the register of fixed assets. 2. That director or officer has persistently failed, without reasonable steps, to comply with the Act or repealed Act requiring any return or other document to be lodged. Conversion of Companies. An section 21 company established before 1 November 2010 may use the suffix “Incorporated Association not for Gain”. CONTINUING PROFESSIONAL DEVELOPMENT ASSOCIATION FOR EDUCATORS IN NAMIBIA (NON-PROFIT ASSOCIATION INCORPORATED UNDER SECTION 21) (and shall if so directed by the Meeting) adjourn a meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other The principle of ultra vires, being that no act of a company will be void by reason that the company or directors acted without the necessary power, has been removed from the Act. Please enable JavaScript to view the site. Public Private Partnership Act 4 of 2017. Registration of business in Namibia can be made in the following forms: You might be able to challenge your eviction and stay longer in your home. This is submitted to the registrar with a N$2,00 revenue stamp. Section 21 companies in existence before 1 November 2010 are deemed to comply with the requirements of the new section 21 of the Act. 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. It is a private initiative by the Namibian industry and currently consists of 21 member companies. Simply email or WhatsApp to us the following documents and information: Requirements to register Close Corporation company (cc) Minimum 1 member […] 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 Section 21 company is an Association not for Gain. Additionally, in terms of section 77(2), a director of a company may be held liable in accordance with the principles Companies now also have to maintain a record of the cession of book debts, in addition to a register of bonds and pledges. 22. CATS is a registered section 21 company - not for gain. Section 21 of the 1988 Act provides two different mechanisms under which a landlord can give notice to obtain possession of their property. Foreign branches and non-profit associations can register as section 21 companies, provided they comply with the requirements of section 21. anywhere in the world!! Please see www.deloitte.com/na/about for a detailed description of DTTL and its member firms. SECTION 21 COMPANY REPUBLIC OF SOUTH AFRICA COMPANIES ACT 1973 ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL NOT ADOPTING SCHEDULE 1 SECTION 60(1): REGULATION 18 GONDWANA GAME RESERVE HOME OWNERS ASSOCIATION (PROPRIETARY) LIMITED These entities are exempt from the name suffix requirement of “Limited by Guarantee” and do not have annual duties. CATS students are employed by one of the CATS member companies for two years. DTTL and each of its member firms are legally separate and independent entities. These are to be maintained in an electronic register per class of security and certain rules around the inspection, maintenance and transfer thereof and fees applicable thereto have been listed. the accounting records are to be maintained in English. The penalty for insider trading under the Act is N$500 000 and/or two years in prison. Public Enterprises Governance Act 1 of 2019. Foreign branches and non-profit associations can register as section 21 companies, provided they comply with the requirements of section 21. No constructive knowledge 42. This would be done by special resolution and the requirement of liquidity and solvency apply. BþÄOïÊ|Þ}Øä Ðõÿ8[!o䯊»ÛgPŸ>‚zñì•ìÂ~ûäë$mZ†®ñ.þwlÂ/à=ݎwK5ªƒùî¥R³BõKZ×:â•POZ"™ž ߨbÑ7d$Yj–,±Ò¬,ˆä=SnÅ¢‡ì")áœzzW-¶×ü ÞǤ±lq…dGúÁ. Sections relating to names and defensive names have been amended to ensure names are in the official language, that the period of registration or renewal of a defensive name is two years (previously one year) and that every company must display its registration number alongside its name in all notices, official publications, money orders and stationery used. 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. This register is to be open for inspection. Conversion of company into incorporated nonprofit association or company limited by - ... Republic of Namibia 7 Annotated Statutes Companies Act 28 of 2004 159. The auditor of a company has a duty to report all dormant entities to the Registrar. 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. 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 … Details of all loans granted to directors and managers, even if repaid before year end, must be disclosed in the annual financial statements. During this time they receive both practical and theoretical training. 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. How to Register a Business in Namibia 4 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 If a company lends money to its holding company or a subsidiary of its holding company, but not to a subsidiary of itself, it must make 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. 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. authority of special resolution, and no fee is payable for such substitution with the Registrar. There is no obligation for a private company to send the annual financial statements to the Registrar. 39. If the private company does not, however, have its annual general meeting within 9 months of its year end, the Registrar, may on application by a member, require such a submission. Address. • CM22 Physical and postal address of the company is submitted to the registrar with a revenue stamp of N$2.00. Meaning of “private company” and cessation of its privileges . Leadership perspectives from across the globe. If your section 21 notice is valid, your landlord will need to go to court to evict you. 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. If this is not done, they become jointly and severally liable to repay the money with interest (at 6% p.a.). Namibia is one of the richest countries in Africa. and liable to a fine or imprisonment if the disclosure is not made. After 1 November 2010, applications will have to be made to the Minister for new associations or partnerships (other than those exempted already) with members exceeding 20. on the company to prove such knowledge on the part of the director. Namibia’s new Sectional Titles Act. Lithon South Africa. Telephone +27 11 201 20299. The exception (to the requirements of the section) of obtaining the written consent of all members remains available in the new Act. [The heading of section 5 in the body of the Act is ... 24. 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. See Terms of Use for more information. A summary of the more significant changes are highlighted below. © 2019. An association may be incorporated as a company limited by guarantee. 21. Namibia Ministry of Labour Legislative Mandate The Ministry promotes the following mandates: The Labour Act, 2007 (Act No. NPCs are no longer (as section 21 companies were) public companies, but are in a category of their own. A company that has passed a special resolution to voluntarily wind up, must give notice, per Government Gazette within 28 days after the  registration of such resolution. 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