Reserve a unique company name
Agency: Business and Intellectual Property Authority
Company name search and reservation is done at the Registrar of Companies within the Ministry of Trade and Industry. If the proposed name is acceptable, it will be reserved for 60 days. The Registrar of Companies is working on an online service platform, and the system is in phase 1.
Time and cost: 6 days, ND 50
Pay the registration fees
Agency: Business and Intellectual Property Authority
Annual duty varies depending on number of shares per Companies Act. The fee is ND 4 per 10,000 share capital and ranges between a minimum fee of ND 80 and maximum fee of ND 100. There is also a stamp duty of ND 100 to buy the annual return form CM23.
Subject to the provisions of Section 10 (1) (a) and (b) of the Companies Act, fees, additional fees, annual duty, or other moneys payable to the Registrar, may, except where otherwise provided in these regulations, be paid to any receiver of revenue. Proof of payment of such fees, additional fees, annual duty, or other moneys must be affixed to the relevant form or document by spreading adhesive paste or glue over the entire surface of the reverse side of the acknowledgement of receipt form. Fees for inspection or copies of documents may be paid on an account, subject to such conditions as the Registrar may stipulate.
Time and cost: 1 day, ND 230 – ND 250
Hire an attorney to register the company with the Business and Intellectual Property Authority and obtain the certificate of incorporation and the certificate of business commencement
Agency: Business and Intellectual Property Authority
Section 63 of the Companies Act stipulates that the memorandum and articles of association must be filed and uplifted by a subscriber or by a local accountant or company attorney.
The following documents must be filed for the registration and incorporation of a company:
- The original and two notarized copies of the memorandum and articles of incorporation referred to in regulations 17 and 18, bound as prescribed in regulation 4 (1)
- Form CM5: Application for Reservation of Name or Shortened Form or Defensive Name, containing particulars of the name reserved for a company, as approved by the Registrar, together with other forms, if any, containing particulars of the shortened form of the name of the company, as approved by the Registrar (ND 50)
- Form CM22: Notice of Registered Office and Postal Address of Company, containing a notice of the company’s registered office and postal address within the geographical boundaries of Namibia (ND 10)
- A power of attorney, signed by the subscribers to the memorandum, in favor of the person filing the documents
- Form CM29: Contents of Register of Directors, Auditors, and Officers (ND 10)
- Form CM31: Notice of, Consent to Appointment, Change of Name, or Resignation by Auditor or Removal of Auditor, containing the acceptance of appointment of an auditor (ND 10)
- Form CM46: Application and Certificate to Commence Business (ND 60 plus annual duty)
- Form CM1: Certificate of Incorporation of a Company Having a Share Capital
- Form CM2: Memorandum of Association of a Company Having a Share Capital. Proof of payment of the registration fee under Section 63 (2) of the Companies Act must be affixed to the original Form CM2 (ND 100)
- CM47: Statement by Each Director Regarding Adequacy of Capital of Company. This is a statement, as prescribed by Section 172(3)(a) of the Companies Act, of the opinion of each director to the effect that the capital of the company is adequate for the company’s purpose and its business, or, if the director believes that it is inadequate, the reasons and the manner in which and the sources from which the company is to be financed and the extent thereof. (ND 25)
The Business and Intellectual Property Authority automatically forwards a copy of the memorandum and articles of association to the Receiver of Revenue, which in turns registers the company as a taxpayer and issues a tax identification number. Taxation of 33% of all profit is payable to the Receiver of Revenue.
Time and cost: 14 days, about ND 5,750+ ND 556 notary fees
Deposit the initial capital in a bank account
Agency: Bank
The funds for the initial capital deposit must be paid into a bank account.
- Authorized share capital: 4,000 ordinary shares of ND 1 each.
- Issued share capital: 100 ordinary shares of ND 1 each.
No legal requirements are mandated for the minimum startup capital for a private company.
Time and cost: 1 day, no charge
Receive fire and health inspection
Agency: Municipality
The company should not apply for a town planning certificate unless it is the owner of the premises. Companies must have a registered address in Namibia and must apply to receive fire and health inspection in order to obtain the certificate for fitness prior to the commencement of business operations. Local Authorities Act gives Municipalities authority to regulate, though Fire Regulations and Healthy Regulations, that the municipal fire chief and healthy division should inspect the business premises for safety and health of working environment. The municipality carries out municipal inspection and approves business premise occupancy after reviewing applications for receiving health and fire inspection. The inspector typically conducts inspection no later than the second day of application receipt.
Time and cost: 1 day, no charge
Obtain the certificate of fitness from the local municipality
Agency: Municipality
Upon satisfactory inspection of the company premises, the inspector provides the entrepreneur with a letter stating that the workplace has successfully passed inspection. The entrepreneur then returns to the local municipality in order to obtain the certificate of fitness with this proof. The certificate is annually renewable.
According to the “Healthy Regulation (Inspection Fees for Premises)” by Department of Economic Development & Environment Division: Health Services, the fees for formal non-food premises (per annum) per Schedule C (c A) (iii) is ND 172.17 of tariff plus ND 25.83 VAT, which is equal to a total of ND 198.
Time and cost: 1 day, ND 47.00 to ND 350 depending on the type of business
Register for VAT with the Receiver of Revenue at the Ministry of Finance
Agency: Receiver of Revenue at the Ministry of Finance
Any person, as defined by the law, who has carried on a taxable activity on or since November 27, 2000, and whose taxable turnover in any 12 month period exceeds or is likely to exceed ND 200,000 must register for VAT. The applicant submits Form VAT I to the Receiver of Revenue at the Ministry of Finance and receives the registration number within 1–4 weeks depending on the application date. The VAT number once issued is validated at the beginning of the month following the month of application.
Manufacturing companies must register for VAT. It is not compulsory for other types of businesses to register for VAT if their profit is less than ND 500,000. In order to register for VAT, the company must have a local bank account and a certificate of fitness.
Time and cost: 9 days, no charge
Register for Pay-As-You-Earn (PAYE) tax with the Receiver of Revenue
Agency: Receiver of Revenue at the Ministry of Finance
The registration for pay-as-you-earn tax is separate from registration for VAT, but both are registered by the Receiver of Revenue at the Ministry of Finance.
Time and cost: 4 days (simultaneous with previous procedure), no charge
Register employees with the Social Security Commission
Agency: Social Security Commission
A percentage of 1.8% is deducted from the basic salary of all employees, shared on a 50/50 basis by the employee (0.9%) and employer (0.9%), with a maximum of ND 81 and a minimum of ND 2.70. The figures reflect the social security contribution of 0.9% on minimum payroll of ND 300 and maximum payroll of ND 9000. SCC has a computerized system in place. The workers will receive one social security card (one card per person) via post after as a confirmation in about 1 month.
Time and cost: 21 days, ND 10 per employee
Register employees with the Workmen’s Compensation Commission
Agency: Workmen’s Compensation Commission
The employer must file an application with the Workmen’s Compensation Commission for all employees earning less than ND 72,000 a year, with special circumstances for those employees earning above that amount. The annual amount payable is based on a wage rate scale and on the company industry. Registration types are divided into farming (agriculture) and confirming companies.
Time and cost: 20 days (simultaneous with procedure 9), no charge
