[The heading of section 5 in the body of the Act is ... 24. Email. A person who, as director carried on the business of the company recklessly or with the intent to defraud creditors. See Terms of Use for more information. An section 21 company established before 1 November 2010 may use the suffix “Incorporated Association not for Gain”. And both NPOs a… 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. 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. DTTL and each of its member firms are legally separate and independent entities. After five years from the date of deregistration of a company, no responsibility will remain with any person responsible for the custody of the books and papers of the company. Please enable JavaScript to view the site. 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 … Foreign branches and non-profit associations can register as section 21 companies, provided they comply with the requirements of section 21. Conversion of Companies. Namibia: Page Updated: 10 March 2020: Most viewed Laws & Regulations. 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. An agent of the landlord may give the notice on behalf of the landlord. Funded By: Implemented By: … 160. A reduction in the extension period, on application to the Registrar, for the above periods has been made from a 6 months extension to 3 months. There is no obligation for a private company to send the annual financial statements to the Registrar. The resignation of an auditor only becomes effective on the receipt of the written notification by the Registrar. Team Namibia - Together, our future is brighter. Incorporation of certain branches of foreign companies and non-profit associations . 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. Registration of business in Namibia can be made in the following forms: Public Private Partnership Act 4 of 2017. If you get a section 21 notice, it’s the first step your landlord has to take to make you leave your home. Consent by experts and others . 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. The effective date of the Act is 1 November 2010. Legislation to create a Central Securities Depositor is still however required in Namibia, effectively meaning that tangible share certificates are still to be issued for Namibian registered companies. Conversion of company into incorporated nonprofit association or company limited by - ... Republic of Namibia 7 Annotated Statutes Companies Act 28 of 2004 159. 22. These entities are exempt from the name suffix requirement of “Limited by Guarantee” and do not have annual duties. The sections relating to undesirable names has been amended to give the Registrar more authority. A company is a complex business structure and operates as a separate legal entity. • The auditor needs to complete a CM31, which contains all his details and serves as his consent to act for the company. As from 1 November 2010 onwards however, 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 members exceed 20. 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. 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. 2. Apart from a name change, however, from “Associations not for gain” to “Non-profit associations”, the only other amendment is that the name of the company is to include the suffix “Non-profit association incorporated under section 21”. A general approval can be revoked at any general meeting before the annual general meeting. 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. The most significant change to the Companies Act is the amendment of sections relating to the reduction of share capital. Telephone +27 11 201 20299. The objects may be stated, but it is not required, and these would be seen as an internal restriction only. 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. You might be given a section 21 notice during a: rolling periodic tenancy fixed term tenancy - if there's a break clause It gives a date for you to leave your home. The liabilities of every director, officer and member continues subsequent to deregistration and may be enforced as if the company had not been deregistered. Public Enterprises Governance Act 1 of 2019. The registration of companies in Namibia is completely done online. A subsidiary is now defined by control and not a majority shareholding percentage. anywhere in the world!! 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 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 21 companies in existence before 1 November 2010 are deemed to comply with the requirements of the new section 21 of the Act. Namibia Ministry of Labour Legislative Mandate The Ministry promotes the following mandates: The Labour Act, 2007 (Act No. 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. Meaning of “private company” and cessation of its privileges . No constructive knowledge 42. These entities are exempt from the name suffix requirement of “Limited by Guarantee” and do not have annual duties. 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. READ MORE. Lithon South Africa. Companies incorporated before 1 November 2010 may amend their memorandum by special resolution to remove objects if so desired. Interest of up to 10% p.a. The auditor of a company has a duty to report all dormant entities to the Registrar. 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 Nowadays, it is cost-effective and promising to register company in Namibia. 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. The amended Schedule 4 to the Act is applicable to companies with financial year ends commencing on or after 1 November 2010. 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. An auditor must report to the members of a holding company where the directors of a holding company have not decided to make out consolidated annual financial statements. A non-profit association must state its objects in accordance with section 21. If the director indeed had such knowledge, the Act will allow the debtor company to pursue a civil claim for loss/damages against the relevant director. Address. Specifically, the commissioner must decide on how much representation in a particular workplace a union is allowed: Learn how this new reality is coming together and what it will mean for you and your industry. 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. Please see www.deloitte.com/na/about for a detailed description of DTTL and its member firms. 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