BUSINESS

REGISTRATION
GUIDE
HOW TO REGISTER A BUSINESS
IN NAMIBIA
 CONTENTS
1. Sole Proprietorship (Defensive Name)............ Page 3
2. Close Corporation........................................................................... Page 6
Page 8
3. Company...........................................................................
4. Online Registration..................................................... Page 10
5. Contact Persons for Business
Registrations in Namibia......................................... Page 11

ABOUT BIPA
Robust Business Registration Services Delivered Efficiently...
In an effort to improve service delivery and ensure effective administration of business
and intellectual property rights (IPRs) registration, the Business and Intellectual Property
Authority (BIPA) has been established under the auspices of the Ministry of Trade and
Industry. BIPA serves as a one-stop-center for all business and IPR registrations and
related matters on behalf of Government. BIPA is currently established in terms of
Section 21 of the Companies Act, pending the enactment of the enabling legislation
to transform it into a fully-fledged regulatory body.

The functions of BIPA are:

›› to be the central focal point for the registration, administration and protection of
businesses, commercial and industrial properties rights; and
›› to be the legal depository of information, documents and data required to be lodged
under the applicable legislations.
BIPA will further be tasked with the provision of general advisory services and
information dissemination on business registration and IPRs.
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 AN EXPLANATORY GUIDE - HOW TO REGISTER A BUSINESS

Different Types of Business 1 SOLE PROPRIETORSHIP (DEFENSIVE NAME)

Registration in Namibia
1. Sole Proprietorship (Defensive Name) What is a Sole Proprietorship (Defensive Name)?
2. Close Corporation ›› In its basic form, a Sole Proprietorship (Defensive Name) is a one-man business,
3. Companies (Private, Public, Section owned and managed by one individual.
21, (NGO’s) and Foreign Companies) ›› Generally the business carries the name of the owner or trades under a different trade
name.
Other Legal Structures for ›› All loans taken out for this type of business are taken out in the owner’s name, thus
Registering a Business making the owner vulnerable to loosing everything including his/her private estate if
›› Partnerships the business fails.
›› Joint Ventures ›› All profits are due to the owner in his/her personal capacity.
›› Trading As ›› Registration as a Sole Proprietorship (Defensive Name) is only valid for a period of two
years and is renewable thereafter.
Note:
The above legal structures What are the Advantages of a Sole Proprietorship (Defensive Name)?
CANNOT be lodged with BIPA or ›› You can use a registered Defensive Name to open a bank account.
the Ministry of Trade and Industry. ›› A Sole Proprietorship (Defensive Name) can be converted into either a Close
Corporation or a Company at a later stage.
Applicable Laws for Business Registration in Namibia ›› Easy to register.
›› The Close Corporation Act (Act No. 26 of 1988) ›› No accounting officer required.
›› The Companies Act (Act No. 28 of 2004) (1 November 2010) (Increased Fees, Sections)
›› The Companies Administrative Regulations: Companies Act 2004 What are the Disadvantages of a Sole Proprietorship (Defensive Name)?
›› The Amended Companies Act (Act No. 9 of 2007) ›› The business and personal assets of the owner are considered to be one. Therefore the
owner is personally responsible for all debts and liabilities incurred by the business.
›› The owner stands to lose everything including his/her private estate if the business fails.

Note: You cannot change ownership of a Defensive Name.

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Who can register a Sole Proprietorship (Defensive Name)? FORM: CM 5 - N$ 50
Any Namibian citizen with valid identity documents can register a Sole Proprietorship
(Defensive Name).
REPUBLIC OF NAMIBIA Form CM 5
COMPANIES ACT 2004
What Forms and Fees (Revenue Stamps / Proof of Payment) are (Sections 48(1) and 49)) (Regulation 14(1))
(To be lodged in duplicate)
required for registration? APPLICATION FOR RESERVATION OF NAME OR SHORTENED FORM OR
›› CM 5 (N$50.00) - Application DEFENSIVE NAME

›› CM 8 (N$250.00) - Actual Registration Close Corporations Registration Office

P. O. Box 21214
Revenue stamp
or revenue franking
›› CM 8 A (N$100.00) - Renewal WINDHOEK
NAMIBIA
machine impression
N$50,00

A. Proposed Name or Shortened Form or Defensive Name

What are the Procedures for registering a Sole Proprietorship (Defensive
(Indicate with a cross)

Name)? In order of preference

1.
For Office Use Initials & Date
Approved /not approved

›› Step 1: Apply for reservation of a Defensive Name on form CM5. 2. Approved /not approved

›› Step 2: Once the name has been approved, apply for the registration of the 3.
4.
Approved /not approved

Approved /not approved

approved Defensive Name on form CM8. 5. Approved /not approved

6. Approved /not approved

Reservation is valid for sixty days

Note: A Defensive Name is valid for two (2) years and is renewable on the B. Comparative Names (For Office Use)

submission of form CM8.

C. Is the proposed name associated with a person or a company? If so, what is the name and number
(if a company) and the nature of the association (e.g. holding/subsidiary/director etc)?

D. Purpose of proposed company

E. In case of a DEFENSIVE NAME, submit written proof that applicant has a direct and material interest
in the name

F. If name of company or shortened form thereof is in a language other than the official language,
provide translation thereof in as far as possible.
Translation:

Name of Applicant (print)

Address to which form must be returned Signature of applicant/agent

Date
Copyright: Ministry of Trade and Industry, Namibia

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 FORM: CM 8 - N$ 250 FORM: CM 8A - N$ 100

REPUBLIC OF NAMIBIA Form CM 8 REPUBLIC OF NAMIBIA Form CM 8A

COMPANIES ACT, 2004 COMPANIES ACT 2004
(Section 49(2)(a)) (Regulation 15(4)) (Section 49(2)(b)) (Regulation 15(6))

APPLICATION FOR REGISTRATION OF DEFENSIVE NAME APPLICATION FOR THE RENEWAL OF REGISTRATION OF DEFENSIVE NAME

Companies Registration Office Registration Number of Defensive Name Revenue stamp or Companies Registration Office Registration Number of Defensive Name Revenue stamp or
P. O. Box 21214 revenue franking P. O. Box 21214 revenue franking
WINDHOEK machine impression WINDHOEK machine impression
NAMIBIA N$250,00 NAMIBIA N$100,00

A. Name presently registered

Name to be registered:
Current Registration Number
I/We request that the above name be registered as a defensive name.
B. Date of present registration or renewal
Our reasons for making this request are as follows:
C. Submit written proof that applicant still has a direct and material interest in the name

(Separate loose sheets of paper may be used if space is insufficient.)

Translation of defensive name, where possible, if defensive name is not in official language:
Name of applicant (print)
Name of applicant:
Signature of applicant
Address

Date Provide above address of applicant

Postal address
Renewal of registration approved/not approved for two years from
Note - Form CM5 on which the name has been approved, must be attached when registration is first requested.

Date Registrar of Companies

Perforated (To be completed by company)
Date Signature
Form CM 8A
Perforated (To be completed by applicant)
Defensive name
The name
has been registered as a defensive name for a period of two years from the date of this notification Registration number

Name of Renewal of the registration of the above defensive name has been approved for two years from
Registrar of Companies
Applicant
Date stamp of Companies Name
Postal address Registration Office
Postal address Registrar of Companies

Seal of Companies Registration Office: Date stamp of Companies

Registration Office
This notification is not valid unless sealed by the seal of the Companies Registration Office

Copyright: Ministry of Trade and Industry, Namibia Copyright: Ministry of Trade and Industry, Namibia

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 2 CLOSE CORPORATION What Forms and Fees (Revenue Stamps / Proof of Payment) are
required for registration?
What is a Close Corporation? ›› CC8 : Name Reservation - N$50.00
›› A Close Corporation generally referred to as a CC is a legal entity that provides its ›› CC1 x 3 : Founding Statement - N$100.00 (Original Copy)
members with limited liability (legal responsibility). ›› CC2 x 3 : Amended Founding Statement - N$ 30.00
›› A CC can be registered by a minimum of one (1) and a maximum of ten (10) persons. ›› Consent Letter from recognized Accounting Officer
›› Such persons are referred to as members and they usually own and manage the CC.
›› The interest of the members in the CC must always add up to 100% and be expressed as Note: All forms are available online at www.bipa.na or for those with no access to
a percentage. the Internet, the forms are also available nationwide at the Head Office
›› The underlying principle of a CC is to be profit making in its intentions. or Regional Offices of the Ministry of Trade and Industry.
›› The members have to comply with certain legal and statutory requirements.
›› A CC must be run on sound business principles. What are the Procedures for registering a Close Corporation?
›› Step1: Submit a name application/reservation on form CC8.
What are the Advantages of a Close Corporation? ›› Step2: Upon approval of name reservation, submit a Founding Statement on
›› As it is a separate legal entity, it provides limited liability for its members meaning form CC 1 in triplicate.
that no member can be held personally liable for the debts of the CC unless if
they act negligently. Note: Form CC1 to be submitted together with the following documents:
›› The legal procedure for registration, incorporation and administration is relatively simple. ›› Copy of the approved form for name reservation
›› Founding statement in triplicate
What are the Disadvantages of a Close Corporation? ›› Consent letter from the accounting officer
›› The assets of the business rest in the CC and not in the personal estate of the ›› Certified copy of passport in case of foreigners
member/s. ›› If no identity document has been issued, written statement to this effect must be attached.
›› The number of members allowed is limited. ›› Minors need assistance by parent or guardian. A written statement to this effect must
be attached.
Who can register a Close Corporation?
›› Any person or persons (Namibian or foreign nationals) with valid identity and What and When is an Amended Founding Statement required?
passport documents can register a Close Corporation. An Amended Founding Statement is generally required in the following instances:
›› Accounting officer is compulsory. ›› Change of Name (need to apply for the new name in advance).
›› Appointment of new member/members/accounting officer.
›› Resignation of members/accounting officer.
›› Change of financial year-end, principal business or addresses, etc.

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 FORM: CC 1 - N$ 100 FORM: CC 2 - N$ 30

REPUBLIC OF NAMIBIA CC 1 REPUBLIC OF NAMIBIA CC 2

CLOSE CORPORATIONS ACT, 1988 CLOSE CORPORATIONS ACT, 1988
(Section 12, 13, 14, 24, 27, 29, 47 and 60) (Section 13, 15, 24, 27, 29, 47 and 60)
(Regulations 2, 3 and 13) (Regulations 3 and 12)

Founding Statement Amended Founding Statement

Before filling in the form, first see notes on page 2. Before filling in the form, first see notes on page 2.

REGISTRATION NUMBER OF CORPORATION DATE OF RECEIPT REGISTRATION NUMBER OF CORPORATION DATE OF RECEIPT

Dates of
Full name of corporation PART A commencement
of change
*
Literal translation of name (if applicable)
Full name of corporation*
*
Shortened form of name (if applicable)
Previous name of corporation (if applicable)*
*
Description of principal business
Literal translation of name (if applicable)*
*
Date of end of financial year
Description of principal business*
Postal address *
Date of end of financial year*
Address of registered office (not post office box)
PART B *
Postal address*
Name and address of accounting officer
*
Address of registered office (not post office box)*

*
Name and address of accounting officer*

(Attach written consent to appointment)

(Attach written consent to appointment)
Full name of association or body of which accounting officer is a member
Full name of association or body of which accounting officer is a member

Membership/Practice No.
Membership/Practice No.

* See note 2 on page 2

Reproduced under Government Authority Registrar of Close Corporations Reference 1/2/3/5 Reproduced under Government Authority Registrar of Close Corporations Reference 1/2/3/5

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 FORM: CC 8 - N$ 50 3 COMPANY
REPUBLIC OF NAMIBIA CC 8
What is a Company?
CLOSE CORPORATIONS ACT, 1988
(Section 19(2))
›› A company is a more complex business structure.
Application for Reservation of a Name or Translated Form or Shortened Form
›› It is a separate legal entity with certain rights, privileges and liabilities beyond those of
(To be lodged in duplicate) an individual.
Close Corporations Registration Office Paste revenue receipt or affix revenue
›› The owners of a company are its shareholders.
P. O. Box 21214
WINDHOEK
stamp or impress revenue franking
machine impression here
›› The shareholders elect a board of directors to oversee the major policies and decisions.
NAMIBIA N$50,00 ›› The company has a life of its own and does not dissolve when ownership changes.
A. Proposed Name or Translated Form or Shortened Form
›› Companies may be formed for profit or non-profit purposes and can assume any of
(Indicate with a cross)
the following forms:
In order of preference For Office Use Initials & Date
- Private Company (Pty) Ltd - limited to 50 shareholders;
1. Approved /not approved

2. Approved /not approved - Public Company (Ltd) - unlimited shareholding options;

3. Approved /not approved
- Non-Profit Association incorporated under Section 21 (NGO’s);
4. Approved /not approved

5. Approved /not approved - Foreign (External) Companies.

6. Approved /not approved

Reservation is valid for sixty days

How to register a Company?
B. Comparative names (For Office Use)
Applicants applying for any of the above types of business entities are strongly encouraged
to make use the services of legal practitioners, secretarial or auditing firms. This is due
to the complexity of the memorandum and articles of association of a company and the
C. Is the proposed name associated with a person, corporation or company? If so, what is the name and fact that these documents to a greater extent have to be adjusted to fit the specific
number (if a corporation or company) and the nature of the association (e.g. holding/subsidiary/
director, etc.). If not, reason(s) for, or origin of name circumstances and needs of each individual company.

D. Principal business of the corporation/proposed corporation

Name of Applicant (print)

(TO BE COLLECTED) Signature of applicant/agent

Address to which form must be returned

Date

Reproduced under Government Authority Registrar of Close Corporations Reference 1/2/3/5

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What is the difference between a Close Corporation and a Company?

Close Corporation: Companies:

›› No Returns required. ›› Returns required at specific intervals.
›› No compulsory meetings. ›› Compulsory meetings as prescribed
›› All members may take part in by the Act.
management. ›› Management rests mainly with the
›› Company may not be a member directors.
of a close corporation. ›› A close corporation may be a
›› No audit required. shareholder in a company.
›› Audit of annual financial statements
required.

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 4 ONLINE REGISTRATION www.bipa.na

Introducing the BIPA Corporate Website

4 EASY STEPS TO REGISTER YOUR BUSINESS ONLINE
BIPA is proud to introduce its revolutionary corporate website which will serve as its - Saving you time and money -
window to the world.
STEP 1: Register Online with BIPA and Create an Account
This innovative and interactive website offers online services that up to now have not i. Register online.
been available to the public and is aimed at streamlining the registration process, cut ii. You must have a valid email address.
costs and reduce the time spend to register and start a business. This in turn is
expected to stimulate employment, wealth creation and economic growth for the STEP 2: Apply for Name Reservation Online, Make Payment and Await
benefit of all Namibians. Approval
i. Apply for name reservation (Defensive, Close Corporation
You can now perform the following functions on the BIPA Website and Companies).
ii. Upload proof of payment against application.
Download Application Forms for:
›› Name Reservation STEP 3: Apply for a Close Corporation or Defensive Name and Make
›› Defensive Name Payment
›› Close Corporation i. Await approval or rejection of name reservation
›› Companies (Section 21/(NGO), Private, Public and External) application via email.
›› Patents ii. If approved, apply for defensive name online and submit
›› Trade Marks proof of payment.
Online Features: iii. Please note that registration of companies must be done
›› Online Name Search physically. The online function is not yet available.
›› Online Application Status Check
›› Reservation of Name (Defensive, Close Corporation and Companies) with proof STEP 4: Await Approval and Collect Certificate of Incorporation from
of payment nearest BIPA / MTI Office
›› Registration of Business (Defensive and Close Corporation) i. Await approval or rejection of application via email.
›› Company registrations will be available in the second phase ii. Collect your certificate from nearest BIPA / MTI office.

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