Commercial Law In Namibia

GENERAL INFORMATION

The independent Republic of Namibia, which gained independence from South Africa in 1990, is situated on the south west coast of Africa, bordered by the Atlantic Ocean to the west; South Africa to the south and south east; Botswana to the east and Angola to the north. The Caprivi Strip extends Namibia to the Zambezi River, forming a border with Zambia.

Area: 824 268 km2

Population: 22 million

Capital: Windhoek

Currency: Namibian Dollar

GDP: USD 14.64 billion (2010)

Internet domain: .na

Languages: English (official language), Afrikaans, German, Khoekhoe (Nama), Herero, Ovambo.

Working week: Monday - Friday

Exports: Diamonds; copper; gold; zinc; lead; uranium; cattle; processed fish; karakul skins

Imports: Foodstuffs; petroleum products and fuel; machinery and equipment; chemicals

COMPANY LAW

Business vehicles

There are two forms of companies commonly used by foreign investors:

Private or public limited liability companies. Close corporations. Registration and formation

The following steps need to be taken in order to incorporate a company:

Reservation of a company name involves a company name search and reservation at the Registrar of Companies within the Ministry of Trade and Industry. If the proposed name is acceptable, it will be reserved for sixty days. Fees and revenue stamps at the Receiver of Revenue will need to be paid. An attorney will register the company with the Registrar of Companies and obtain a certificate of incorporation and a certificate of business commencement. The funds for the initial capital deposit must be paid into a bank account. The company must apply to receive a fire and health inspection in order to obtain a certificate of fitness prior to the commencement of business operations. The company will then receive the certificate of fitness from the local municipality. A business would have to register for tax, workmen's compensation and with the social security commission. Trading licenses are not required. It takes between ten and fifteen business days to incorporate a company in Namibia.

Defensive name registrations are possible and will take between 5 and 10 business days. A defensive name registration is valid for 2 years.

Reporting requirements

Annual returns must be signed by the managing director and company secretary, and submitted to the Registrar of Companies.

Share capital

There are no minimum requirements for start-up capital for a private company.

Management structure

The minimum number of directors required is 2 for public companies and 1 for a private company. Directors are appointed by resolution.

The company secretary and the auditor must be local.

Are local shareholders required?

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