Shares repurchased must be cancelled. If this is not done, they become jointly and severally liable to repay the money with interest (at 6% p.a.). under section 21 of the Companies Ordinance (Revised 2011) 1. No financial assistance to purchase shares of company or holding company 45. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (âDTTLâ), its network of member firms, and their related entities. quorum for a meeting of a company’s board of directors. Dealings between company and other persons 41. Refer to Schedule 4 below for an additional amendment. 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. Section 21 of the 1988 Act provides two different mechanisms under which a landlord can give notice to obtain possession of their property. The exception (to the requirements of the section) of obtaining the written consent of all members remains available in the new Act. Please see, Telecommunications, Media & Entertainment. You won’t have to leave your home straight away. The registration of companies in Namibia is completely done online. ... 37 Feld Street, Windhoek, Namibia. Nowadays, it is cost-effective and promising to register company in Namibia. A company now has the powers of a natural person of full capacity, in so far as possible for a juristic person, which was previously limited to the main object stated in its memorandum of association. 160. Namibia Ministry of Labour Legislative Mandate The Ministry promotes the following mandates: The Labour Act, 2007 (Act No. The effective date of the Act is 1 November 2010. A company duly registered in terms of section 21 of the Companies Act Registration Nr 1997/004896/08 ... PPF website will have a section dedicated to each TFCA and will be developed with the ... arbitration shall be held and completed within 21 (twenty one) days after it was demanded. A summary of the more significant changes are highlighted below. The most significant change to the Companies Act is the amendment of sections relating to the reduction of share capital. The amended Schedule 4 to the Act is applicable to companies with financial year ends commencing on or after 1 November 2010. This register is to be open for inspection. Conversion of public company, having share capital into private company… Public Private Partnership Act 4 of 2017. Accounting records maintained in a language other and English before 1 November 2010 do not need to be substituted in English. Lithon Foundation is registered as a Section 21 Company in October 2014, as well as a Welfare Organisation, with the Ministry of Health and Social Services. No voting rights attach to these shares. Conversion of Companies. The liabilities of every director, officer and member continues subsequent to deregistration and may be enforced as if the company had not been deregistered. If you get a section 21 notice, it’s the first step your landlord has to take to make you leave your home. 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. The Registrar will maintain a register of disqualification orders that are available for inspection under the normal inspection rules. A person who, as director carried on the business of the company recklessly or with the intent to defraud creditors. If a share offering is oversubscribed, the directors and officers of the company together with the company have 14 days to repay the money. A Section 21 Company must be registered in the same manner as any other company in Namibia and must follow the same rules and regulations that apply to other kinds of companies. Telephone +27 11 201 20299. 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 © 2019. 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. And both NPOs a… Would it not be possible for NGOs to negotiate with Government to introduce an exception? The Sectional Titles Act , 2009 (Act No.2 of 2009) came into operation on 15 December 2014 in terms of Government Notice No. Notice of intention to convert a company is now 15 days, in the Gazette, before the date of the meeting, previously three days. Foreign branches and non-profit associations can register as section 21 companies, provided they comply with the requirements of section 21. 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. 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. As from 1 November 2010 onwards however, Its sole purpose is to proactively accelerate Town Transformation – the economic diversification of Oranjemund – to ensure the town’s sustainability by 2030 and beyond. Where there are joint landlords, the notice may be given by any one of them. • CM22 Physical and postal address of the company is submitted to the registrar with a revenue stamp of N$2.00. 22. Leadership perspectives from across the globe. BþÄOïÊ|Þ}Øä
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dGúÁ. Provisional annual financial statements require audited comparative disclosures. CATS students are employed by one of the CATS member companies for two years. 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. A non-profit association must state its objects in accordance with section 21. 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. Interest of up to 10% p.a. 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 … The penalty for insider trading under the Act is N$500 000 and/or two years in prison. under section 21”. 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. 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. Foreign branches and non-profit associations can register as section 21 companies, provided they comply with the requirements of section 21. Section 21 of the LRA sets out considerations, which a CCMA commissioner must take into account, when it resolves a dispute about organisational rights. Namibia’s new Sectional Titles Act. Funded By: Implemented By: … Namibia is one of the richest countries in Africa. A Private Company can have a minimum of 1 and a maximum of 50 shareholders, whereas a Public Company can have more than 50 shareholders. Interim and provisional reports are to be sent to members and holders of debentures in the same manner as applicable for the annual financial statements of a company. of the company named southern africa science service centre for climate change and adaptive land management (non-profit association incorporated under section 21) \\ \ 201'3-10'" 1 \ ellis shilengudwa 'ne p.o. From 1 November 2010 onwards the register is to be maintained in English however, and the same condition applies to minutes of meetings held before 1 November 2010. An section 21 company established before 1 November 2010 may use the suffix “Incorporated Association not for Gain”. 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. Team Namibia - Together, our future is brighter. Both NPOs and for-profit organisations are: 1. private, non-government organisations with self governing boards accountable to their owners or members (although NPOs also need to account to their donors and, arguably, to the general public since they claim to operate in the public interest). Incorporation of certain branches of foreign companies and non-profit associations . These entities are exempt from the name suffix requirement of “Limited by Guarantee” and do not have annual duties. Additionally, in terms of section 77(2), a director of a company may be held liable in accordance with the principles There is no obligation for a private company to send the annual financial statements to the Registrar. 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. Close Corporations Act 26 of 1988. Public Enterprises Governance Act 1 of 2019. 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. These entities are exempt from the name suffix requirement of âLimited by Guaranteeâ and do not have annual duties. 23. If the subsidiary is a whollyowned subsidiary, a special resolution is not required. box 3300 • tel 061-242224 It is a private initiative by the Namibian industry and currently consists of 21 member companies. Forms of doing business. Simply email or WhatsApp to us the following documents and information: Requirements to register Close Corporation company (cc) Minimum 1 member […] Companies Act 28 of 2004. on the company to prove such knowledge on the part of the director. Email. 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. Yes! DTTL (also referred to as âDeloitte Globalâ) does not provide services to clients. If the memorandum or articles of association of a company are not in English, the company has until 31 October 2012 to substitute them, by 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 A Section 21 company is an Association not for Gain. 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 Welcome to OMDis OMDis Town Transform Agency (“OMDis”) is a Section 21 Company, or Special Purpose Vehicle. 21. • The auditor needs to complete a CM31, which contains all his details and serves as his consent to act for the company. Companies now also have to maintain a record of the cession of book debts, in addition to a register of bonds and pledges. 22 Meaning of "private company" and cessation of its privileges 23 Incorporation of certain branches of foreign companies and non-profit associations PART 2 CONVERSION OF COMPANIES 24 Conversion of public company, having share capital into private company, and vice versa 25 Conversion of company into incorporated non-profit association or The owners are called shareholders. Persons convicted of insider trading are now specifically disqualified as acting as directors, unless if permitted by the Court. Financial assistance may now be given (previously an offence) for the acquisition of shares in a company, or its holding company, if prior approval by special resolution is obtained and if the company will remain liquid and solvent after the acquisition. 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. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (âDTTLâ), its network of member firms, and their related entities. The Court may now prohibit a person from acting as a director for a period of time if: Loans given to directors and managers before 1 November 2010 by special resolution have to be ratified by all the members of the company. 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. info@lithon.com. The auditor of a company has a duty to report all dormant entities to the Registrar. 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. 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. The register of debenture holders should now also include whether these are payable to the bearer or holder of the debenture. 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. There have been minor amendments in sections, mainly with the application of the repealed Act, the application of assets and costs of winding up, the power of the Court to hear applications, notice of winding up, dealing with offences in securing nomination as liquidator, confirmation of account, summoning and examination of persons as to affairs of company, examination by commissioner and to the section dealing with pre-judicial management creditors may consent to preference. The climate of Namibia is hot and humid, and rainy season is short, the sun shines almost 365 days per year. If your section 21 notice is valid, your landlord will need to go to court to evict you. 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. 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