CLOSE CORPORATION REGULATIONS
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GOVERNMENT GAZETTE
OF THE
REPUBLIC OF NAMIBIA
N33,70
WINDHOEK — 30 March 1994
No. 829
af.
CONTENTS
Page
GOVERNMENT NOTICE -.
¥
No. 43 Regulations under the Close Corporations Act, 1988 (Act 26 of 1988) ......... 1
Government Notice
MINISTRY OF TRADE AND INDUSTRY
No. 43 1994
REGULATIONS UNDER THE CLOSE
CORPORATIONS ACT, 1988 (ACT 26 OF 1988)
The Minister has under section 10 of the Close Corporations Act, 1988 (Act
26 of 1988) read with section 12(3) of The Interpretation of Laws
Proclamation, 1920 (Proclamation 37 of 1920) made the regulations set out
in the Schedule.
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No. 829
SCHEDULE
Definitions
1. In these regulations, unless the context otherwise indicates, any
expression to which a meaning has been assigned in the Close Corporations
Act, 1988, bears that meaning, and -
“Schedule” means the appropriate schedule to these regulations,
“the Act” means the Close Corporations Act, 1988 (Act 26 of 1988).
Office Hours
2. The Registration Office shall be open to the public from 08h30 to
12h30 and from 14h00 to 16h00 from Mondays to Fridays except -
(a) on a public holiday specified by or declared under the Public
Holidays Act, 1990 (Act 26 of 1990); or
(b) on any day of which prior notification is given by means of anotice
displayed at a conspicuous place at the Registration Office or in
such other manner as the Registrar thinks fit.
Documents
3. (1) Any document lodged with the Registration Office -
(a) shall, unless the Registrar otherwise directs, be written in block
capitals or be typewritten, lithographed or printed in legible
characters with deep permanent black ink on one side only of strong
white paper being of international paper size A4: Provided that the
Registrar may determine paper of a different size or different colour
in respect of any form to be lodged with him or her; and
(b) shall be in the official language of Namibia.
(2) Any document lodged with the Registration Office may be
reproduced by the Registrar by microfilm.
(3) Documents or copies of documents to be transmitted or returned to
any corporation or person may, unless the Registrar otherwise directs in any
particular case, be carbon copies of originals.
(4) The Registrar may reject any document which in his or her opinion
is unsuitable for record-keeping purposes.
(5) A copy of any document lodged with the Registration Office or a
copy of any such document reproduced by microfilm, and purporting to be
certified by the Registrar or an officer or employee referred to in section 4(3)
of the Act, shall, without proof or production of the original, upon the mere
production thereof in proceedings, whether in a court of law or otherwise, be
admissible as evidence in respect of the contents of such document.
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No. 829
Government Gazette 30 March 1994
(6) All forms to be lodged with the Registration Office shall comply
with the printing specifications determined by the Registrar from time to
time.
4. Adocument required to be sent or lodged with the Registrar may be
transmitted by post except Forms CC] and CC2, which shall, if not lodged
personally with the Registration Office, be transmitted by registered or
certified post.
Forms and Fees
5. (1) The forms contained in Schedule 5 shall be used in the
appropriate instances but the Registrar may direct any modification to be
made to such forms in order to meet the circumstances in a particular
instance.
(2) The fees payable in terms of the Act and these regulations shall be
those set out in Schedule 1.
(3) Subject to the provisions of section 6(1) of the Act, any fee,
additional fee or other money payable to the Registrar may, except where
otherwise provided in these regulations, be paid at any office of the Receiver
of Revenue.
Inspection into and copies of documents
6. (1) Any person requiring to inspect any document or to obtain a
copy of any document kept in the Registration Office shall -
(a) if he or she calls at the Registration Office in person, complete a
form provided for that purpose;
(b) pay the appropriate fee.
7. Any person who, knowingly and without the consent of the Regi-
strar -
\ (a) removes from the custody of the Registrar or from the Registration
Office any document kept by the Registrar or in that Office;
(b) makes or causes to be made any entry on such document;
(c) destroys or damages such document; or
(d) alters or causes to be altered any entry on such document,
shall be guilty of an offence and liable on conviction to a fine not exceeding
N$2 000 or to imprisonment for a period not exceeding six months or to
both such fine and such imprisonment.
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Certification of reproduction of records of corporation on microfilm.
8. (1) A corporation may reproduce or cause to be reproduced on
microfilm any records required to be kept by it in terms of section 56 of the
Act.
(2) Any copy of arecord of acorporation made from a reproduction of
such record on microfilm shall be certified by a member or officer of such
corporation to be a true and accurate reproduction of the original of such
record, and such certificate shall be in the form contained in Schedule 2.
(3) Any reproduction referred to in subregulation (1) shall for all
purposes be deemed to be the original record of the corporation concerned,
and a copy obtained by means of such reproduction and certified by a
member or officer of such corporation as a true and accurate copy of such
reproduction shall upon the mere production thereof in proceedings,
whether in a court of law or otherwise, be admissible as evidence, in respect
of the contents of such record.
(4) A corporation shall take the necessary steps to ensure the safe
preservation of any microfilm on which any record of such corporation has
been reproduced.
Retention of records
9. (1) Subject to the provisions of subregulation (2), the minimum
period of retention of the documents and records of a corporation which it is
required to keep in terms of this Act shall be the period specified in Schedule
4 and such period shall, where applicable, run from the date of a particular
document or record or the date of the last entry in a particular document or
record referred to in the said Schedule.
(2) Notwithstanding the provisions of subregulation (1), the original of
any record required to be kept by a corporation in terms of section 56 of the
Act that has been reproduced on microfilm and duly certified in terms of
regulation 8(2) may be destroyed after a period of three years from the date
on which the record concerned was so reproduced.
Registration of founding statement
10. (1) The founding statement of acorporation shall be in the form as
set out in Form CCl.
. (2) The original and two copies of Form CCI shall be lodged with the
Registrar for registration and incorporation of the corporation.
(3) The fee payable for the registration of a founding statement shall be
as prescribed in Schedule 1.
(4) The written consent of the accounting officer of a corporation to his
or her appointment in that capacity shall be attached to Form CC1.
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No. 829 Government Gazette 30 March 1994
Annual duty
11. (1) A corporation shall -
(a) not later than one month after the end of every financial year pay
the annual duty as prescribed in Schedule 1; and
(b) lodge proof of such payment not later than forty-two days after the
end of every financial year on Form CC7 with the Registrar.
(2) If a corporation changes its financial year as contemplated in
section 57(2), the amount of annual duty payable for the additional period
shall be half of the annual duty payable for a full financial year as prescribed
in Schedule 1.
(3) A corporation which fails to pay the annual duty within the time
referred to in subregulation (1)(a), may thereafter pay such annual duty
subject to the payment of additional fees according to the following,scale:
eS Where, after the last date on which the annual duty was required to be paid,
. . . q
payment is made within -
Additional fee.
(a) ONE MONEE wenn half the prescribed annual
duty unpaid.
(BD) tWo MONTHS oo nnnnnnmnnnnennnnnen the prescribed annual duty
unpaid.
(c) three MONEHS enn twice the prescribed annual
duty unpaid.
three times the prescribed
(d) four months ..
annual duty unpaid.
(e) exceeding four months .............. five times the prescribed
@ annual duty unpaid.
Registration of amended founding statement
12. (1) Anamended founding statement referred to in section 15 of the
Act shall be in the form as set out in Form CC2.
(2) An amended founding statement shall be completed in full, even in
respect of particulars which have not or will not be changed.
(3) The original and two copies of Form CC2 shall be lodged with the
Registrar for registration.
(4) The fee payable for the registration of an amended founding
statement shall be as prescribed in Schedule 1.
2,
—
é Mo
i _Oas new accounting officer is appointed by a corporation his or her
written Consent to such appointment shall be attached to Form CC2.
C.
neeergperramers eter
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No. 829
Conversion of companies into corporation
13. (1) An application for the conversion of a company into a
corporation shall be in the form as set out in Form CC4.
(2) The original and one copy of Form CC4 and the original and two
copies of Form CCI shall be lodged with the Registrar.
(3) The fee payable for the conversion of acompany into acorporation
shall be as prescribed in Schedule 1.
Restoration of the registration of a corporation
14. (1) An application for the restoration of the registration of a
corporation shall be in the form as set out in Form CC3.
(2) The original and one copy of Form CC3 shall be lodged with the
Registrar and, if a change has occurred or will occur in respect of any matter
particulars of which were stated in the founding statement of the corporation
at the time of its deregistration, be accompanied by the original and two
copies of Form CC2.
(3) The fee payable for the restoration of the registration of a
corporation shall be as prescribed in Schedule 1.
Order of court for the alteration of or addition to a founding statement
15. (1) If by order of the court in terms of section 49 of the Act any
alteration or addition is made to a founding statement there shall be lodged
with the Registrar for registration -
(a) a copy of such order of court under cover of Form CCS; and
(b) the original and two copies of Form CC2.
(2) The fee payable for the registration of an order of the court referred
to in subregulation (1) shall be as prescribed in Schedule 1.
Voluntary winding-up
16. (1) If, in terms of section 67 of the Act, a corporation resolves that
the corporation should be wound-up voluntarily by its members or creditors
the original and one copy of Form CC6 containing such resolution shall be
lodged with the Registrar for registration.
(2) The fee payable for the registration of the voluntary winding-up ofa
corporation shall be as prescribed in Schedule 1.
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No. 829 Government Gazette 30 March 1994 7
Accounting officer
17. (1) For the purposes of section 60(1) of the Act, any person who isa Gabel by
member of any of the following associations or bodies shall be qualified to be Geant jet
appointed as an accounting officer of a corporation:
(a) Fhetnstitute- ef Chartered Accountants of Namibia—
(2) An accounting officer who signs any documents for or in respect of
a corporation in his or her capacity as accounting officer of such
corporation, shall state the name of the said profession of which he or sheisa
member beneath his or her signature.
Lodging of additional copy of certain prescribed forms
18. (1) The Registrar may from time to time by written notice sent toa
corporation or an officer thereof at the registered office or postal address of
the corporation, require such corporation or officer to lodge with the
Registrar, within a period stated in the notice, which shall not be less than
thirty days, a copy of any record required to be kept by the corporation
under the Act, and he or she may further require a member or officer or such
corporation to certify that copy, in the form set out in Schedule 3, to be a true
and accurate reproduction of such record.
(2) A corporation or an officer thereof to whom a notice referred to in
subregulation (1) was sent, and who fails to comply with a requirement
stated in such notice within the specified period, shall be guilty of an offence
and liable on conviction to a fine not exceeding N$100.
Standing advisory committee
19. Any recommendation or submission made to a standing advisory
committee on company law referred to in section 11 of the Act in relation to
its functions, shall be in writing and three copies of such recommendation or
submission shal] be lodged with the Registrar of Close Corporations, P.O.
Box 21214, Windhoek.
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SCHEDULE 1
The following fees are payable in terms of the Act and these regulations in the manner
prescribed in regulation 5:
or part thereof wo... ee eee eee ee eee reer eee ee
Item Service Fees payable | Corresponding
NS form (if any)
1. Inspection into a corporation file in the
Registration Office -
(a) personally by applicant ........-.+-- 5.00 See note.
(b) on the written request of an
applicant (*includes up to
20 photocopies of documents,
thereafter 0.50 ¢ per copy) ..........- 10.00* See note.
2. (a) Photoccpy of a document, ap-
proximately 298 mm by 210 mm
in size or smaller (per copy) ........ 0.50 See note.
(b) Photocopy on paper reproduced
from microfilm (per copy) ...........- 0.50 See note.
{c) Photocopy on diazo reproduced
from microfilm (per copy) ........-+6- 1.00 See note.
3. Certification of a document or part
of a document (per document) ...........-.- 5.00 See note.
4. Issuing of a typed certificate in respect
of the contents of a form or other document
: 20.00 See note.
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5. Consideration of an objection to a
NAME Lecce eee eee e cece eet e erence tae seeee 300.00
6. Registration of a founding statement ...... 100.00 ccf
7. Registration of an amended founding
statement in respect of particulars
in Part A thereof ...... ee cece sree sees teens 30.00 cc 2
8. Restoration of the registration of
A COPpOration .....-. see eee ee eee eee eee eee 150.00 cc 3
9. Registration of an order of the
COUPE Loe cece cece reece tenet eect eeenee 30.00 cc 5
10. Registration of a resolution to wind-up
voluntarily ......eceee cece eee reseeee rene 40.00 cc 6
11. Annual duty .....ce cee n cece cere e cece ee eeee 80.00 cc 7
12. Application for reservation of a
NAME Loe eee cece ec eee cece etree ee eeene 50.00 cc 8
13. Chenge of the end of the current
financial year ..... eee eee eee eee ee eee eee 40.00 cc 9
(Note: Corresponding form to be provided by the Registration Office).
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SCHEDULE 2
REPUBLIC OF NAMIBIA
CLOSE CORPORATIONS ACT, 1988
CERTIFICATE OF AUTHENTICITY BY MEMBER OR OFFICER OF CLOSE CORPORATION
(Regulation 8(2))
Microfilm Record No. .......-eeeee pence entree cece e eee ence nsec eee naene
Name of corporation
This is to certify that the microfilm record identified above is a true
and accurate reproduction of the following category of original records
of the above corporation:
List category of records
Signature: Member/Officer
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SCHEDULE 3
REPUBLIC OF NAMIBIA
CLOSE CORPORATIONS ACT, 1988
CERTIFICATE OF AUTHENTICITY BY MEMBER OR OFFICER OF CLOSE CORPORATION
(Regulation 18(1))
This is to certify that the attached copy is a true and accurate copy
of the following category of records of the corporation and which it is
required to keep under the Close Corporations Act, 1988:
List category of records
Signature: Member/Officer
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SCHEDULE 4
RETENTION PERIODS OF CORPORATION DOCUMENTS AND RECORDS
ITEM
DOCUMENTS AND RECORDS
RETENTION PERIOO
Founding statement (Form CC [eos
Amended founding statement (Form CC 2)
and statement referred to in section 15(2) c.eeeeeeeeee
Minutes book as well as resolutions passed
at ME@tiNGS Lecce ewes eect e eect ereee eet ee seers Tere e
Annual financial statements, including annual accounts
and the report of the accounting Officer .. eee ener eee ee
Accounting records, including supporting schedules
to accounting records and ancillary accounting
TECOPGS cece eee r cece errr este etter eters tener seer eee
The microfilm image of any original record reproduced
directly by the camera - the “camera master" -..------
Indefinite.
Indefinite.
Indefinite.
15 years.
15 years.
Indefinite.