Yes. Under the Namibia Companies Act, 2004, every company must appoint a company secretary. The secretary may be an individual or a corporate body, but must be resident in Namibia.
GFI can act as your Namibia company secretary. Our annual company secretarial support may include:
- Preparing and filing annual returns
- Safekeeping statutory company records
- Liaising with Namibian authorities on your behalf
- Filing changes to the company structure
- Reminding you of important statutory deadlines
These services are provided at an additional fee, depending on the scope of work required.
Yes. Under the Namibia Companies Act, 2004, every company must have a registered office in Namibia from the date of incorporation.
To help you meet this requirement, GFI can provide our Namibia office as your company’s registered address. This address can be used for receiving official government correspondence, including:
- Tax letters
- Annual return notices
- Other statutory communications
Many of our clients also choose to use this address on invoices, contracts, websites, and business cards, where appropriate.
Yes. In Namibia, companies are generally required to register for corporate income tax. VAT registration may also be required, depending on the nature and size of the business.
GFI can assist with tax and VAT registration, depending on the registration package you choose.
Not necessarily. GFI can assist with opening a Namibia corporate bank account without the client needing to travel.
Bank account opening can be a detailed and time-consuming process, especially where shareholders, directors, or signatories are based overseas. GFI helps manage the process and reduce the administrative burden, while supporting clients through the bank’s compliance and approval requirements.
If the directors are outside Namibia, the bank account opening documents must usually be signed and verified in one of the following ways:
- In the presence of a Public Notary in the country where the director is located, or
- At the nearest FNB branch, if arranged with the bank
Please note the following:
- The account-opening documents must not be notarized or signed before an authorised FNB representative
- The original signed documents must then be couriered to Namibia for processing
- All notary and courier costs are for the client’s account
Once all required information has been received, GFI will prepare the bank account opening documents for signature. We will then send the documents directly to the nominated Public Notary or to the nominated FNB branch.
For certain entities, such as Private Companies, Public Companies, and NGOs, the Memorandum and Articles of Association must be certified by a Notary Public who is a qualified legal practitioner.
For this reason, applicants registering these entity types are encouraged to engage a legal practitioner.
After registration, companies must continue to meet certain compliance obligations. These may include:
- Filing annual returns
- Paying annual duties
- Notifying authorities of changes in ownership
- Notifying authorities of changes in the financial year-end
- Notifying authorities of changes in business activities
- Reporting changes in share capital
- Updating the registered office address
- Applying for voluntary de-registration where applicable
Annual returns and annual duties
The Companies Act, 2004, requires active companies and close corporations to submit annual duty returns. Annual duties are payable to the Registrar at the end of the entity’s financial year.
Failure to pay annual duties is an offence and may result in penalties.
Entities with up-to-date annual returns and annual duties may qualify for a BIPA Good Standing Certificate.
Consequences of non-payment of annual duties
If annual duties remain unpaid, the entity may face the following process:
- First reminder letter
- Second reminder letter
- Intended de-registration notice published in the Government Gazette
- Final de-registration notice published in the Government Gazette
- Deregistration and removal from the register
Voluntary de-registration
If a company or close corporation has ceased trading, the directors, members, or authorised representative should apply for voluntary de-registration.
The general process is as follows:
- The applicant or agent submits a de-registration request to BIPA
- BIPA reviews the application
- If annual duties are outstanding, the owners are notified
- If there are no outstanding issues, BIPA begins the de-registration process
- Notifications are sent to the Receiver of Revenue and the Social Security Commission
- If there is no objection, the de-registration is approved, published, and the entity is struck off the register
The main types of business entities that can be registered in Namibia include:
- Defensive Name
- Close Corporation (CC)
- Private Company (Pty Ltd)
- Public Company (Ltd)
- Section 21 Company / Non-profit Association
- External or Foreign Company
Because the registration documents can be complex, it is generally recommended that a legal practitioner assist with the process.
The usual process includes:
- Drafting the required registration documents
- Preparing the Memorandum and Articles of Association
- Certification by a Notary Public
- Tailoring the documents to the company’s specific requirements
- Submission of the completed documents to BIPA with the prescribed fees
A Close Corporation (CC) is a business structure with the following features:
- It is formed by a minimum of 1 and a maximum of 10 members
- The members own and manage the business
- Ownership is expressed as a percentage interest
- The total percentage interest of all members must equal 100%
- It is intended to operate for profit
- It is a separate legal entity from its members
- Members may be held liable in certain cases of negligence or misconduct
No. A company in Namibia can be incorporated with 1 director and 1 shareholder, and neither is required to be a Namibian citizen or resident.
There is also no minimum initial share capital requirement, and the client does not need to travel to Namibia to complete the incorporation.
Yes. Foreigners can register a company in Namibia.
A Namibian company may be incorporated with 1 director and 1 shareholder, and neither need be a Namibian citizen or resident. There is no minimum initial share capital requirement. In most cases, the client does not need to travel to Namibia to complete the process.