Co Act, 2004 REGULATIONS Gov Gaz 4536 dd 10 Aug 2010

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GOVERNMENT GAZETTE

OF THE

REPUBLIC OF NAMIBIA

N$23.40 WINDHOEK - 10 August 2010 No. 4536

CONTENTS

Page

GOVERNMENT NOTICES

No. 172 Commencement of the Companies Act, 2004 (Act No. 28 of 2004) . ................................................... 1

No. 173 Companies Administrative Regulations: Companies Act, 2004 . .......................................................... 1

________________

Government Notices

MINISTRY OF TRADE AND INDUSTRY

No. 172 2010

COMMENCEMENT OF THE COMPANIES ACT, 2004 (ACT NO. 28 OF 2004)

In terms of section 452 of the Companies Act, 2004 (Act No. 28 of 2004), 1 determine that the said

Act comes into operation on 1 November 2010.

H. Geingob

MINISTER OF TRADE AND INDUSTRY

________________

MINISTRY OF TRADE AND INDUSTRY

No. 173 2010

COMPANIES ADMINISTRATIVE REGULATIONS: COMPANIES ACT, 2004

Under section 13 of the Companies Act, 2004 (Act No. 28 of 2004), I have made the regulations set

out in the Schedule.

H. Geingob

MINISTER OF TRADE AND INDUSTRY

2 Government Gazette 10 August 2010 No. 4536

SCHEDULE

Arrangement of Regulations

1. Definitions

2. Office hours

3. Documents

4. Certification of documents and translations

5. Certification of copies of documents by Registrar

6. Examination of documents by Registrar

7. Interviews with and hearings by Registrar

8. Forms, fees and duties

9. Manner of payment of fees

10. Inspection and copies of documents

11. Offences and penalties relating to the inspection of documents

12. Preservation of records

13. Conversion of company

14. Reservation of names and extensions

15. Registration of a shortened form of name or defensive name

16. Change of name of a company

17. Memorandum

18. Articles

19. Consolidation of articles

20. Registration and incorporation of a company having a share capital

21. Registration and incorporation of a company not having a share capital

22. Signing of memorandum and articles

23. Certification of additional copies of documents by Registrar

24. Alteration of share capital, acquisition of own shares and payment to shareholders

25. Statement of commission and discount on shares

26. Allotment of shares

27. Application for extension of time

28. Registration of a Court order

29. Redeeming of redeemable preference shares

30. Variation of rights in respect of shares

31. Written statement for offer of shares for sale to public

32. Notice regarding registers

33. Fee for disclosure of beneficial interest in securities

34. Application for exclusion of members or debenture holders from rights offer

35. Letter of allocation for rights offers

36. Registration of prospectus

37. Notice of postal address and registered office of a company

38. Certificate to commence business

39. Annual return

40. Annual duty

41. Additional fees for failure to pay annual duty

42. Failure to hold annual general meeting

43. Special resolutions

44. Minute books

45. Consent to act as director or officer and director’s contract to subscribe to shares

46. Register of directors, officers, auditors and secretaries

47. Auditors

48. Change of financial year of company

49. Application for group annual financial statements not to deal with subsidiary

50. Provisional annual financial statements and annual financial statements of a company

51. Application for extension of period to issue provisional annual financial statements

No. 4536 Government Gazette 10 August 2010 3

52. Take-over offers

53. Power to acquire shares of minority in take-over scheme

54. External company to have person authorised to accept service

55. Registration of external company

56. Changes in memorandum of external company

57. Appointment as liquidator, provisional judicial manager and final judicial manager

58. Manner of transfer of securities

59. Particulars of directors of dissolved companies

60. Fees for late submissions

61. Lodgement of additional copy of certain prescribed forms

62. General offence and penalty

63. Repeal of regulations

64. Savings

65. Short title and commencement

Annexure 1 – Fees and duties

Annexure 2 – List of Forms

Annexure 3 – Forms CM 1 to CM 52

Annexure 4 – Printing Instructions to CM Forms

Definitions

1. In these regulations any word or expression to which a meaning has been assigned

in the Act bears that meaning, and unless the context otherwise indicates -

“legal practitioner” means a legal practitioner as defined in section 1 of the Legal Practitioners Act,

1995 (Act No. 15 of 1995), and includes a candidate legal practitioner as defined in that Act;

“repealed Regulations” means the Companies Administrative Regulations, 1973, repealed by

regulation 63;

“the Act” means the Companies Act, 2004 (Act No. 28 of 2004);

“the Office” means the Companies Registration Office referred to in section 4 of the Act; and

“the repealed Act” means the Companies Act, 1973 (Act No. 61 of 1973).

Office hours

2. The Office will be open to the public from Mondays to Fridays from 09:00 to 12:00

and from 14:00 to 16:00, except on -

(a) public holidays in terms of the Public Holidays Act, 1990 (Act No. 26 of 1990), or

days which have been proclaimed to be public holidays in terms of section 3 of that

Act; and

(b) days that may be notified by means of a placard posted in a conspicuous place at the

Office, or in another manner as the Registrar determines.

Documents

3. (1) All documents lodged with the Registrar must, unless the Registrar

directs otherwise, be written in block capital letters, typewritten, lithographed or printed in legible

characters with permanent black ink on one side only of strong white paper of a size approximately

298 millimetres by 207 millimetres (international paper size A4) leaving a margin of at least 20

4 Government Gazette 10 August 2010 No. 4536

millimetres on the left-hand side of that paper, except that paper of different size and colour may be

specified for the forms to be lodged with the Registrar.

(2) Documents or copies of documents to be transmitted or returned to a company or to

any other person may be copies of those original documents, unless the Registrar directs otherwise.

(3) The Registrar may reject any document that in his or her opinion is unsuitable for

record purposes.

(4) Subject to sections 160(2), 328(1)(a), 334 and 335(6) of the Act, all documents to be

lodged with the Registrar must be in the English language.

(5) A copy of any document in the Office reproduced by microfilm, microcard, or by

the miniature photographic process certified by the Registrar or a staff member referred to in section

6(4) of the Act is, without proof of production of a document purporting to be the original, upon the

mere production of that copy in proceedings, whether in a court of law or otherwise, admissible as

evidence in respect of the contents of that document.

(6) All communications to the Registrar, or any document required to be send to or

lodged with the Registrar, may be transmitted -

(a) through the post or an authorised agent;

(b) by means of an electronic lodgement system provided and approved by the Registrar;

(7) Despite subregulation (6), section 68(2) of the Act applies to the delivery and the

uplifting of the memorandum and the articles of a company at the Office.

(8) Any document lodged with the Registrar may be reproduced by microfilm in

accordance with the code of practice approved by the Registrar for the processing, testing and

preservation of silver gelatine microfilm for archival purposes.

(9) Despite subregulation (8), the microfilm process may be substituted by an electronic

archival and imaging system provided and approved by the Registrar.

(10) The printing instructions applicable to the printing of all CM forms are set out in

Annexure 4.

Certification of documents and translations

4. (1) Where a certified copy of a document is forwarded to or lodged with the

Registrar and that document contains more than one sheet of paper, those sheets must be numbered

consecutively and fastened together in the manner determined by the Registrar.

(2) A certified copy referred to in subregulation (1) must be notarially certified as a true

copy and the public notary must affix his or her seal to every sheet of paper of that document, but the

Registrar may allow a document that is differently certified if the Registrar is satisfied that, in terms

of international practice and standards, the document has been properly certified.

(3) Subregulation (2) does not apply in respect of a copy referred to in section 12 of

the Act which document is certified by the Registrar of the High Court as a true copy of the original

document.

No. 4536 Government Gazette 10 August 2010 5

(4) Where the public notary certifies a document in a foreign country, his or her signature

must be authenticated to the satisfaction of the Registrar.

(5) When a document which is not in the English language is translated into the English

language, and that document is to be forwarded to or lodged with the Registrar, the translation must

be certified by a sworn or officially recognised translator or be otherwise verified to the satisfaction

of the Registrar.

(6) Subregulation (1) applies, with necessary changes, to the binding of a document

translated in terms of subregulation (5), where that document contains more than one sheet of paper.

Certification of copies of documents by Registrar

5. (1) The Registrar may, on application by any person, certify a copy of a

document held at the Office.

(2) The fee payable for such certification in subregulation (1) is set out in Item 4 of

Annexure 1.

Examination of documents by Registrar

6. (1) A person who wants to register with the Registrar any document relating to

these regulations or to the Act, may submit such document to the Registrar for examination and the

fee payable for such examination is set out in Item 1 of Annexure 1.

(2) The same fee contemplated in subregulation (1) is payable with regard to the

examination by the Registrar of any other document for any other reason a person may wish the

Registrar to examine.

(3) The fee payable for a certificate contemplated in section 8(1)(b) of the Act is set out

in Item 1 of Annexure 1.

Interviews with and hearings by Registrar

7. (1) When a legal practitioner or a person referred to in section 68(2) of the

Act is acting on behalf of a company, all interviews with or hearings before the Registrar must be

undertaken only by a duly authorised legal practitioner or a person referred to in section 68(2) of the

Act.

(2) Only a person that is duly authorised by a company as its legal practitioner, or a

person referred to in section 68(2) of the Act, may appear before the Registrar in connection with any

matter relating to a prospectus dealt with in Chapter 6 of the Act.

Forms, fees and duties

8. (1) The fees and duties payable in terms of the Act and these regulations are set

out in Annexure 1.

(2) The forms contained in Annexure 2 must be used in all instances to which those forms

apply and those forms may be modified, as directed by the Registrar, to meet other requirements.

Manner of payment of fees

9. (1) The payment of all fees, additional fees, annual duty or other moneys,

contemplated in section 9(1) of the Act, must, except where otherwise provided for in these

regulations, be made to the Permanent Secretary: Ministry of Finance.

6 Government Gazette 10 August 2010 No. 4536

(2) Proof of payment of the fees, additional fees, annual duty or other moneys payable

must be affixed to the relevant form or document.

(3) The date of payment of fees, additional fees, annual duty or other moneys payable

referred to in section 9(1) of the Act, is the date, as the case may be -

(a) on a receipt issued in respect of a payment contemplated in subregulation (2);

(b) on which revenue stamps are cancelled by the Registrar;

Office.

Inspection and copies of documents

10. (1) A person who wants to personally inspect a document at the Office or to

personally obtain a copy of a document kept at the Office must complete a form provided for that

purpose by the Office.

(2) The fees payable for the inspection or obtaining of a copy in terms of subregulation

(1) are the relevant fees set out in Item 2 and Item 3 of Annexure 1.

(3) A person who makes any payment pursuant to subregulation (1) must show proof of

payment by affixing –

(a) an uncancelled revenue stamp;

(b) a receipt issued in respect of a payment as contemplated in regulation 9(1); or

to the form referred to in subregulation (1).

(4) A person who does not personally inspect a document or personally obtain a copy of

a document kept at the Office may, in writing, apply to the Registrar for information relating to the

document or for a copy of that document.

(5) The fees payable for a copy of a document in terms of subregulation (4) are the

relevant fees set out in Item 2 and 3 of Annexure 1, and those fees must be paid in respect of each

document.

(6) A person who makes any payment pursuant to subregulation (4) must show proof of

payment by affixing –

(a) an uncancelled revenue stamp;

(b) a receipt issued in respect of a payment as contemplated in regulation 9(1); or

to the written application referred to in subregulation (4).

(7) The fees set out in Items 2 and 3 of Annexure 1, relating to the inspection of

documents, copies of documents or obtaining copies of documents through an electronic access

system provided and approved by the Registrar, may be paid for on an account, subject to conditions

which the Registrar may lay down.

No. 4536 Government Gazette 10 August 2010 7

Offences and penalties relating to the inspection of documents

11. (1) A person who, while inspecting any document at the Office, knowingly and

without the consent of the Registrar -

(a) removes a document from the custody of the Registrar or the Office;

(b) makes or causes to be made any entry on a document;

(d) alters or causes to be altered any entry on a document;

(e) copies or duplicates any document,

commits an offence and is 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.

(2) Subregulation (1) does not apply to a legal practitioner or person referred to in

section 68(2) of the Act when those persons are required by the Registrar to amend or alter the

memorandum or articles of a company.

Preservation of records

12. (1) Any document of a private company lodged with the Registrar under section

26 of the Companies Act, 1926 (Act No. 46 of 1926), and which has at the commencement of the Act

not yet been destroyed, may be destroyed at any time.

(2) Where a return of allotments was lodged with the Registrar under section 85(2)(a) of

the Companies Act, 1926 (Act No. 46 of 1926), on any document other than on the prescribed form

(Form L), and that document has at the commencement of the Act not yet been destroyed, it may be

destroyed at any time.

(3) Despite subregulation (1), any document lodged with the Registrar or any microfilm

or microcard made of that document may, with the permission of the Head of Archives referred to in

section 1 of the Archives Act, 1992 (Act No. 12 of 1992), be transferred to the appropriate archives

depot or to any intermediate depot in accordance with section 6 of that Act, or be destroyed, as the

case may be.

Conversion of company

13. (1) A registration, in terms of section 30 of the Act, of the conversion of a

company from one type or form of a company into another type or form of a company must be lodged

with the Registrar on Form CM 45, accompanied by the special resolution on Form CM 26.

(2) The fees payable for the lodgement of forms in subregulation (1) are set out in Item

5 of Annexure 1.

Reservation of names and extensions

14. (1) An application, in terms of section 48(1) of the Act, for the reservation of

a name, a shortened form of a name or a defensive name of a company must be lodged with the

Registrar on Form CM 5.

8 Government Gazette 10 August 2010 No. 4536

(2) An application, in terms of section 48(3) of the Act, for the extension of the

reservation of a name, a shortened form of a name or a defensive name of a company must be lodged

with the Registrar on Form CM 6.

(3) The fees payable for the lodgement of the forms in subregulations (1) and (2) are set

out in Item 6 of Annexure 1.

Registration of a shortened form of name or defensive name

15. (1) A company which requires the registration of a shortened form of the name

of the company must, by special resolution, amend its memorandum by the insertion therein of the

shortened form of its name.

(2) An application, in terms of section 49(1) of the Act, for the registration of a

shortened form of a name of a company must be lodged with the Registrar on Form CM 7, which

must be accompanied by the special resolution on Form CM 26, a copy of the notice to shareholders

contemplated in section 208 of the Act and a copy of Form CM 5 as approved by the Registrar.

(3) The Registrar must register the shortened form of the company’s name and advise

the company accordingly.

(4) An application, in terms of section 49(2)(a) of the Act, for the registration of a name

as a defensive name of a company must be lodged with the Registrar on Form CM 8, which must be

accompanied by a copy of Form CM 5 as approved by the Registrar.

(5) Lodgement of a copy of Form CM 5 in respect of the defensive name to be registered

is not required –

(a) if that name is identical to the name of a company which is to change simultaneously

with the registration of the defensive name; or

(b) where the name is identical to the name of a company which is in the process of

deregistration or under liquidation and the defensive name is registered prior to the

deregistration or dissolution of the company concerned.

(6) An application, in terms of section 49(2)(b) of the Act, for the renewal of the

registration of a name as a defensive name of a company must, not later than the date on which the

current period of the registration of that name expires, be lodged with the Registrar on Form CM 8A.

(7) The fees payable for the lodgement of the forms referred to in subregulations (1) to

(4) are set out in Item 7 of Annexure 1.

Change of name of a company

16. (1) An application, in terms of section 50(2) of the Act, for the registration of

a change of the name of a company must be lodged with the Registrar on Form CM 9, which must

be accompanied by the special resolution on Form CM 26, a copy of the notice to shareholders

contemplated in section 208 of the Act and a copy of Form CM 5 containing the new name as

approved by the Registrar.

(2) If applicable, an application, in terms of section 50(2)(a) of the Act, for the registration

of a change of a shortened form of a name of a company must be lodged with the Registrar on Form

CM 9A, which must be accompanied by the special resolution on From CM 26, a copy of the notice

to shareholders contemplated in section 208 of the Act and a copy of Form CM 5 as approved.

No. 4536 Government Gazette 10 August 2010 9

(3) If applicable, an application, in terms of section 50(2)(b) of the Act, for the

deregistration of a shortened form of a name of a company must be lodged with the Registrar on

Form CM 9B.

(4) Lodgement of Form CM 5 in terms of subregulations (1) and (2) is not required if

the changed name or changed shortened form of a name of a company is identical to -

(a) a defensive name registered by or on behalf of the company concerned, and the

registration of which has not expired; or

(b) the name or the shortened form of the name of another company, which is to

change simultaneously with the registration of special resolution contemplated in

subregulation (2) or (3).

(6) The fees payable for the lodgement of the forms in subregulations (1) to (4) are set

out in Item 8 of Annexure 1.

(7) The fee payable for an objection contemplated in section 51(2) is set out in Item 9 of

Annexure 1.

Memorandum

17. (1) The memorandum of a public company lodged in terms of section 68(1) of

the Act must be accompanied by Form CM 1 and the completed relevant parts of Form CM 2.

(2) The memorandum of a private company lodged in terms of section 68(1) of the Act

must be accompanied by Form CM 1 and the completed relevant parts of Form CM 2.

(3) The memorandum of a company limited by guarantee lodged in terms of section

68(1) of the Act must be accompanied by the completed relevant parts of Form CM 2, Form CM 3

and Form CM 4.

(4) The fees payable for the lodgement of the forms in subregulations (1), (2) and (3) are

set out in Item 10 of Annexure 1.

Articles

18. (1) The articles of a public company or a private company, as the case may be

having a share capital and which in terms of section 64(2) of the Act consist of the articles in the

Schedule 1 to the Act must be lodged with the Registrar on Form CM 44 and Form CM 44C.

(2) The articles of a public company or a private company, as the case may be, having a

share capital that does not consist of the articles contained in Schedule 1 to the Act, must be lodged

with the Registrar on Form CM 44A and Form CM 44C.

(3) The articles of a company not having a share capital must be lodged with the

Registrar on Form CM 44B and Form CM 44C.

Consolidation of articles

19. (1) A company that, in terms of section 66 of the Act, wants to consolidate its

articles must submit the consolidated document together with Form CM 10 to the Registrar.

(2) If the Registrar is satisfied that the articles of the company have been truly stated

in the consolidated document submitted in terms of subregulation (1), he or she must make an

10 Government Gazette 10 August 2010 No. 4536

endorsement on the certificate attached to Form CM 10 that the articles constitute the articles of the

company as of that date.

(3) The fee payable for the submission made in subregulation (1) is set out in Item 11 of

Annexure 1.

Registration and incorporation of a company having a share capital

20. (1) The following documents must be lodged with the Registrar for the

registration and incorporation of a company having a share capital:

(a) the original and two certified copies of the memorandum and the articles referred to

in regulations 17 and 18, bound as prescribed by regulation 8(1);

(b) Form CM 5, approved by the Registrar, together with such other Forms CM 5, if

any, containing particulars of the shortened form of the name for the company,

as approved by the Registrar, but the lodgement of Form CM 5 in respect of the

name of a company to be incorporated is not required if the name contained in the

memorandum for that company is identical to -

(i) a defensive name registered on application of a person who, upon

incorporation of the company concerned, is to be a director or member of

the company or a person that is deemed to be a director or a member, and of

which name the registration has not expired;

(ii) the name of a company, which is to change simultaneously with the

registration of that memorandum; or

(iii) the name of a close corporation that is to be converted simultaneously into a

company;

(d) Form CM 22;

(e) where applicable, a power of attorney given by a subscriber in favour of a person

signing the memorandum on such subscriber’s behalf;

(f) unless the company provides the Registrar with convincing written reasons as to

why such form cannot be lodged simultaneously with the documents contemplated

in this regulation, Form CM 29;

(g) if a person has consented in terms of section 277(1) of the Act to his or her appointment

as auditor of a company to be formed, the notice of consent to such appointment on

Form CM 31; and

(h) unless the company provides the Registrar with convincing written reasons as to why

such application cannot be lodged simultaneously with the documents contemplated

in this regulation, the application to commence business on Form CM 46.

(2) Proof of payment of the registration fee set out in Item 10 of Annexure 1 must be

affixed to the original Form CM 2.

No. 4536 Government Gazette 10 August 2010 11

Registration and incorporation of a company not having a share capital

21. (1) The following documents must be lodged with the Registrar for the

registration and incorporation of a company not having a share capital:

(a) the original and two certified copies of the memorandum and articles referred to in

regulations 17 and 18, bound as prescribed in regulation 8(1); and

(b) the forms specified in regulation 20(1)(b) to (h), inclusive.

(2) Proof of payment of the registration fee set out in Item 10 of Annexure 1 must be

affixed to the original Form CM 4.

Signing of memorandum and articles

22. (1) A subscriber to a company may, where he or she does not personally sign

the original memorandum or articles of that company, by a power of attorney duly authorise a legal

practitioner or a person referred to in section 68(2) to sign the memorandum and articles and to take

up the specified number of shares on his or her behalf.

(2) Where the memorandum and articles are signed on behalf of a body corporate an

extract from the minutes of a meeting of directors of that body corporate, authorising the person

concerned to sign on behalf of the body corporate, must be lodged with the Registrar and that extract

must state that the person is deemed to be a director of the company within the meaning of section

216(2) of the Act.

(3) The notarially certified copies of the memorandum and articles may have the names

of the signatories typewritten or printed in block capitals on those documents.

Certification of additional copies of documents by Registrar

23. (1) Subject to regulations 20 and 21, when a company requires that an additional

copy of the memorandum and articles of the company be certified by the Registrar, the company

must lodge with the Registrar, a notarially certified additional copy under cover of Form CM 51 and

the Registrar must affix his or her seal to that copy.

(2) When a company requires that an additional copy of a special resolution of the

company be certified by the Registrar, that company must lodge, with the Registrar, such additional

copy under cover of Form CM 51 and the Registrar must certify the copy.

(3) The fee payable for the certification by the Registrar of the additional documents

referred to in subregulations (1) and (2) is set out in Item 12 of Annexure 1.

Alteration of share capital, acquisition of own shares and payment to shareholders

24. (1) A special resolution, in terms of section 81 of the Act, for an increase of the

existing share capital of a company must be lodged with the Registrar on Form CM 26, which must

be accompanied by a copy of the notice to shareholders contemplated in section 208 of the Act, and

Form CM 11 and proof of payment of the relevant fee set out in Item 13 of Annexure 1 affixed to

Form CM 11.

(2) The certificate of the auditor of the company referred to in section 81(2)(b) of the

Act must be given on Form CM 11.

(3) A special resolution, in terms of section 89 of the Act, altering a company’s articles

to authorise the company to pass further special resolutions to acquire shares issued by itself must

12 Government Gazette 10 August 2010 No. 4536

be lodged with the Registrar on Form CM 26 accompanied by a copy of the notice to shareholders

contemplated in section 208 of the Act.

(4) A special resolution, in terms of section 89 of the Act, approving the acquisition

of shares issued by a company, either as a general approval or a specific approval for a particular

acquisition, before the next annual general meeting or any other general meeting of the company

must be lodged with the Registrar on Form CM 26 which must be accompanied by a copy of the

notice to shareholders contemplated in section 208 of the Act and Form CM 14.

(5) A special resolution, in terms of section 67 of the Act, altering the articles of a

company to authorise the company to make payment to its shareholders in terms of section 96 of the

Act must be lodged with the Registrar on Form CM 26 which must be accompanied by a copy of the

notice to shareholders contemplated in section 208 of the Act.

(6) The notification, in terms of section 93(5) of the Act, to the Registrar of shares

acquired by a company and any payment to shareholders in terms of section 96 of the Act, must be

lodged with the Registrar on Form CM 14.

(7) Form CM 14 must be accompanied by a written statement signed by the directors,

or where applicable, signed by a person in respect of whom power of attorney has been granted by a

relevant director, that in their opinion they are satisfied that the requirements of sections 90 and 96(2)

of the Act, whichever provision is applicable, have been and will be met.

(8) The fees payable for the lodgement of the forms referred to in subregulations (1) to

(6) are set out in Item 13 of Annexure 1.

(9) In subregulation (10), unless the context otherwise indicates -

“company” means the company making an offer to its shareholders or certain shareholders

to acquire from them shares issued by it;

“directors” mean the directors of the company making the offer; and

“offer” means an offer by the company to its shareholders or certain shareholders to acquire

from them shares issued by it.

(10) The written offering circular contemplated in section 93(1)(a) of the Act pertaining

to shares not listed on a stock exchange must contain particulars with respect to at least the following

matters:

(a) the name and registration number of the company;

(b) the directors of the company as at the date of the offer;

(d) details of other acquisitions by the company of shares in terms of section 89 of the

Act during that financial year, including -

(i) particulars of the financial year of the company;

(ii) dates of acquisitions;

(iii) shares so acquired in respect of previous acquisitions;

No. 4536 Government Gazette 10 August 2010 13

(iv) the aggregate percentage of issued shares acquired by the company through

previous acquisitions during that financial year;

(e) the terms of the offer and whether it is a general offer to all shareholders or an offer

for a particular acquisition, providing also details of the special resolution and the

date of registration of the special resolution;

(f) details of the shares the company proposes to acquire indicating the type of shares

(par or no par value shares), class of shares, price offered and the source of the

consideration to be paid (cash, share premium, capital redemption reserve fund,

other);

(g) if a shareholder is a subsidiary of another company -

(i) the name and registration number of its holding company;

(ii) the reason by virtue of which it is a subsidiary;

(iii) the directors of the holding company at the date of the proposed acquisition;

and

(iv) the share capital structure of the holding company prior to the proposed

acquisition;

(h) the reasons for the offer;

(i) the effect of the acquisition in respect of the capital structure of the company;

(j) a statement in respect of -

(i) the fair value of the consolidated assets of the company after the proposed

acquisition; and

(ii) the value of the consolidated liabilities of the company after the proposed

acquisition;

(k) a sworn statement by the directors, and where applicable, by the persons in respect

of whom power of attorney was granted by a relevant director, that they reasonably

believe that after the acquisition -

(i) the fair value of the consolidated assets of the company after the acquisition

will exceed the fair value of the consolidated liabilities of the company; or

(ii) the company will be able to pay its debts as they become due in the ordinary

course of business;

(l) information in respect of the computation of the proposed offer price at the date of

the offer and any other information that is or was material in determining the offer

price; and

(m) any other information that is or may be material in the decision of the offeree

shareholder in considering the offer.

14 Government Gazette 10 August 2010 No. 4536

Statement of commission and discount on shares

25. (1) The statement referred to in section 86(1)(c)(ii) of the Act, must be lodged

with the Registrar on Form CM 12, and that statement must be registered by the Registrar before the

payment of any commission to which the statement relates.

(2) The fee payable for the lodgement of the statement referred to in subregulation (1)

is set out in Item 14 of Annexure 1.

Allotment of shares

26. (1) The return referred to in section 99(3) of the Act must be on Form CM 15

and must be lodged with the Registrar within 30 days after an allotment of shares.

(2) If an allotment of shares becomes void the company must, as provided in section

99(4) of the Act, and within one month after the date on which it became void, lodge Form CM 16

with the Registrar.

(3) The fees payable for the lodgement of the forms referred to in subregulations (1) and

(2) are set out in Item 15 of Annexure 1.

Application for extension of time

27. (1) A company that, in terms of sections 102(1), 185, 187(4) and 314(3) of the

Act, wants to apply to the Registrar for extension of time must lodge with the Registrar Form CM 17.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 16 of Annexure 1.

Registration of a Court order

28. (1) Where a company must, in terms of section 260(5), 317(7) or 319(4) of the

Act, register a copy of or a certified copy of an order by the Court, that company must lodge with the

Registrar Form CM 18 together with the relevant order attached to the form.

(2) The fee payable for the lodgement of the form lodged in terms of subregulation (1)

is set out in Item 17 of Annexure 1.

Redeeming of redeemable preference shares

29. (1) Where a company has, in terms of section 104(5) of the Act, redeemed any

redeemable preference shares that company must notify the Registrar of the shares so redeemed by

lodging with the Registrar Form CM 19.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 18 of Annexure 1.

Variation of rights in respect of shares

30. (1) Where a company has, in terms of section 108(3) of the Act, varied the

rights in respect of that company’s shares, that company must, as required, lodge with the Registrar,

the particulars of the consent or resolution contemplated in that section on Form CM 20.

(2) The fee payable for the lodgement of the form referred in subregulation (1) is set out

in Item 19 of Annexure 1.

No. 4536 Government Gazette 10 August 2010 15

Written statement for offer of shares for sale to public

31. (1) Where, in terms of section 109(9) of the Act, a public company offers shares

to the public that company must lodge, for registration with the Registrar, a copy of the written

statement contemplated in that section.

(2) The fee payable for the registration of the written statement referred to subregulation

(1) is set out in Item 20 of Annexure 1.

Notice regarding registers

32. (1) Notice regarding registers referred to in sections 114(2), 117(4), 136, 223(4),

238(2) and 248(2) of the Act must be lodged with the Registrar on Form CM 21.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 21 of Annexure 1.

Fee for disclosure of beneficial interest in securities

33. The maximum fee to be charged, in terms of section 147(6) of the Act, for the

furnishing of the required information is set out in Item 22 of Annexure 1.

Application for exclusion of members or debenture holders from rights offer

34. (1) Where a company wants, in terms of section 148(3) of the Act, to exclude

any category of members or debenture holders of the company not resident within Namibia from

any rights offer, that company must apply in writing to the Registrar for written approval of such

exclusion.

(2) The fee payable for the application for approval in terms subregulation (1) is set out

in Item 23 of Annexure 1.

Letter of allocation for rights offers

35. (1) Where a company desires, in terms of section 153(1) of the Act, to issue a

letter of allocation, that company must lodge with the Registrar a copy of that letter together with the

copies of the documents referred to in section 152 of the Act.

(2) The fee payable for the registration of the letter of allocation referred to in

subregulation (1) is set out in Item 24 of Annexure 1.

Registration of prospectus

36. (1) A company that wants to have its prospectus registered in terms of section

163(1) of the Act must lodge, with the Registrar, its prospectus together with any other documents

contemplated in that section.

(2) The fee payable for the registration of a prospectus referred to in subregulation (1)

is set out in Item 25 of Annexure 1.

Notice of postal address and registered office of a company

37. (1) The notice of the postal address and registered office or the change of that

postal address and registered office of, or by, a company as contemplated in section 178 of the Act

must be given by the lodgement, with the Registrar, of Form CM 22.

16 Government Gazette 10 August 2010 No. 4536

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 26 of Annexure 1.

Certificate to commence business

38. (1) An application, in terms of section 180 of the Act, by a company for the

issue of a certificate to commence business must be lodged with the Registrar on Form CM 46, and

must be accompanied by -

(a) in the case of a public company contemplated in section 180(2) of the Act, an

affidavit pursuant to that section on Form CM 48;

(b) in the case of every company having a share capital contemplated in section 180(3)

of the Act, a statement by each director regarding the adequacy of the capital of the

company on Form CM 47;

Form CM 29; and

(d) if not already lodged, the notice of consent by an auditor to his or her appointment

as the auditor of the company on Form CM 31.

(2) The fees payable for the lodgement of the forms referred to in subregulation (1) are

set out in Item 27 and Item 48 of Annexure 1 and proof of payment of those fees must be affixed to

the original copy of Form CM 46.

Annual return

39. (1) A company must lodge with the Registrar the annual return referred to in

section 181 of the Act on Form CM 23.

(2) Every company referred to in section 181 must submit the relevant particulars

required by that section on Form CM 23, or where that form does not sufficiently provide for those

particulars, attach those particulars in written format to that form.

(3) An external company must lodge with the Registrar, as contemplated in section 336

of the Act, its annual return on Form CM 23.

(4) The fee payable for the lodgement of the forms referred to in subregulations (1),

(2) and (3) is set out in Item 28 of Annexure 1, and proof of payment of the duty contemplated in

regulation 40(1) must be affixed to that form.

Annual duty

40. (1) The rate of annual duty payable by a company in terms of sections 182 and

183 of the Act is as set out in subregulation (2) and proof of such payment must be affixed to Form

CM 23 and the fee payable for the lodgement of Form CM 23 is as set out in Item 29 of Annexure 1.

(2) The rate of the annual duty is -

(a) in the case of a company having a nominal share capital, N$4-00 per each ten

thousand Namibian dollars or part thereof of its issued share capital plus the amount

of its share premium account and the amount of any undistributable reserve fund of

the company, to the extent that it consists of an amount transferred from its share

premium account;

No. 4536 Government Gazette 10 August 2010 17

(b) in the case of a company having shares of no par value, N$4-00 per each ten thousand

Namibian dollars or part thereof of the amount of its stated capital account;

the aggregate of the amounts calculated on the bases laid down in paragraphs (a) and

(b); and

(d) in the case of the payment of annual duty on the commencement of business of a

company, N$4-00 per each ten thousand Namibian dollars or part thereof of the

amount of the issued share capital or stated capital, in the case of shares of no par

value, of the company as at the date of the issue of the certificate to commence

business,

except that the minimum amount of the annual duty payable is N$80-00 (excluding the fee payable

for the lodgement of Form CM 23 as set out in Item 29 of Annexure 1).

Additional fees for failure to pay annual duty

41. (1) The additional fees contemplated in section 186 for a company which fails to

pay the annual duty within the prescribed period or pays an amount less than the amount prescribed,

is an amount according to the scales set out in subregulation (2).

(2) If the annual duty is paid within the undermentioned periods after the last date on

which it was required to be paid -

(a) one month, half of the prescribed annual duty unpaid;

(b) two months, equal to the prescribed annual duty unpaid;

(d) four months, three times the prescribed annual duty unpaid; and

(e) exceeding four months, five times the prescribed annual duty unpaid,

except that such additional fees to be paid by a company in respect of any financial year, may not

exceed an amount of N$ 5 000.

Failure to hold annual general meeting

42. (1) An application to the Registrar, in terms of section 187(4) of the Act, for

the extension of the period in which the company’s annual general meeting must be held, must be

accompanied by the fee set out in Item 30A of Annexure 1.

(2) An application to the Registrar, in terms of section 187(5) of the Act, whereupon the

Registrar calls or directs the calling of a general meeting, must be accompanied by the fee set out in

Item 30A of Annexure 1.

(3) A company which, in terms of section 187(8) of the Act, has failed to hold its annual

general meeting within the time or extended time, must pay the additional fee of N$10, as specified

in Item 30 of Annexure 1, for every day during which the default continues but not exceeding the

maximum fee of N$5 000.

(4) An application to the Registrar, in terms of section 190 of the Act, whereupon the

Registrar calls or directs the calling of a general meeting, must be accompanied by the fee set out in

Item 30A of Annexure 1.

18 Government Gazette 10 August 2010 No. 4536

Special resolutions

43. (1) A special resolution in terms of section 207 of the Act must meet all the

requirements set out in that section and must, in terms of section 208(1) and in accordance with the

provisions of the Act and these regulations, be lodged with the Registrar on Form CM 26 accompanied

by a copy of the notice to shareholders contemplated in section 208 of the Act.

(2) The consent, in terms of section 207(5) of the Act, to waive a period of notice of a

meeting to pass a special resolution, or the written consent referred to in section 207(6) and (7) of the

Act, must be lodged with the Registrar on Form CM 25.

(3) The fees payable for the lodgement of the forms referred to in subregulation (1) and

(2) are set out in Item 31 of Annexure 1.

Minute books

44. (1) Minutes kept in terms of section 212 of the Act must be permanently bound

in minute books and the minutes must be handwritten, typewritten, lithographed or printed on only

one side of good quality paper.

(2) Where full-page size permanently bound minute books are used, the pages must be

numbered consecutively from the beginning of the book to the end of the book prior to any entry

being made therein.

(3) Every sheet of typewritten, lithographed or printed minutes must be affixed to each

numbered page of the minute book by means of adhesive paste or glue spread over the entire surface

of the reverse side of the typewritten, lithographed or printed sheet.

(4) Where minutes are inserted in stub pages of a permanently bound minute book those

stub pages must be numbered consecutively from the beginning of the book to the end of the book

and each stub page must have the same number on the front side and on the reverse side of that stub

page.

(5) A single sheet of typewritten, lithographed or printed minutes must be affixed to

each stub page by means of adhesive paste or glue spread over the whole length of the reverse side of

the sheet in a manner that the number of the stub page is clearly legible on the front side and reverse

side of that stub page.

Consent to act as director or officer and director’s contract to subscribe to shares

45. (1) The written consent, contemplated in section 219(1)(a) of the Act, of a

person appointed as an officer or director of a company must be lodged with the company by that

officer or director on Form CM 27.

(2) A director must lodge with the company, as contemplated in section 219(1)(b) of the

Act, the contract to subscribe for shares of a company as qualification shares on Form CM 28.

(3) The fee payable for the lodgement of the form referred to in subregulation (2) is set

out in Item 32 of Annexure 1.

46. (1) The return of the register of directors, officers, auditors and secretaries

contemplated in sections 224(2), 284(4), 288(3), 331(1), 333(1)(a)(i) or the required information in

terms of section 328(1)(e)(i) and (ii) must be lodged with the Registrar on Form CM 29.

No. 4536 Government Gazette 10 August 2010 19

(2) The relevant fee payable for the lodgement of the form referred to in subregulation

(1) is set out in Item 33 of Annexure 1.

Auditors

47. (1) Notice of –

(a) consent to appointment by;

(b) any new appointment of;

(d) resignation by or removal from office of,

an auditor, as the case may be, as contemplated in sections 180(3)(d), 277(1) and (2), 278(1), 279(1),

281, 284(1), (2), (3) and (4), 285(1), 286(1), 288(2) and (3), 328(1)(c) and 331(1) must be lodged

with the Registrar on Form CM 31 together with Form CM 29.

(2) The notice, as contemplated in section 279(2), of failure to appoint or reappoint an

auditor at an annual general meeting must be lodged with the Registrar on Form CM 30.

(3) The fee payable for the lodging of Forms CM 30 and CM 31, as the case may be, is

set out in Item 34 of Annexure 1.

Change of financial year of company

48. (1) Any change in the financial year of a company made in terms of section

293(2) or 335(3) of the Act must be lodged with the Registrar on Form CM 32.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 35 of Annexure 1.

Application for group annual financial statements not to deal with subsidiary

49. (1) The application, in terms of section 299(3) of the Act, by a company for

approval that its group annual financial statements need not deal with a subsidiary or that no group

annual financial statements are required must be lodged with the Registrar on Form CM 33.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 36 of Annexure 1.

Provisional annual financial statements and annual financial statements of a company

50. (1) The certified copy or copies of annual financial statements of a public

company and the group financial statements of the group of companies to which the public company

forms part, if any, and the annual financial statements of every private company which is a subsidiary

of that public company, required to be send to the Registrar in terms of section 306(5) of the Act,

must be lodged with the Registrar on Form CM 34.

(2) An application, in terms of section 306(6) of the Act, by a public company for

exemption from the lodgement of annual financial statements of every private company which is a

subsidiary of that public company must be lodged with the Registrar on Form CM 52.

20 Government Gazette 10 August 2010 No. 4536

(3) An application, in terms of section 311(3) of the Act, by a member of a private

company for the lodgement of provisional annual financial statements of that private company with

the Registrar must be lodged by that member with the Registrar on Form CM 50.

(4) The copy of provisional annual financial statements required to be lodged with the

Registrar in terms of section 311(3) of the Act must be lodged by the company on Form CM 34.

(5) The copy of an interim report or provisional annual financial statements required to

be lodged with the Registrar in terms of section 313 of the Act must be lodged by the company on

Form CM 34.

(6) The copy of the annual financial statements required to be lodged with the Registrar

in terms of section 335(4) of the Act must be lodged by the external company on Form CM 34.

(7) The fees payable for the lodgement of the forms referred to in subregulations (1) to

(6) are set out in Items 37, 38 and 39 of Annexure 1.

Application for extension of period to issue provisional annual financial statements

51. (1) The application, in terms of section 314(2) read with 299(3) of the Act, by a

company for approval that it need not issue half-yearly interim reports as required by section 310 of

the Act, must be lodged with the Registrar on Form CM 35.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Items 40 of Annexure 1.

Take-over offers

52. (1) The copy of the take-over offer, together with its annexure, required to be

lodged with the Registrar in terms of section 320(2)(c) of the Act must be lodged by the offeror on

Form CM 36.

(2) The copy of the take-over statement required to be lodged with the Registrar in

terms of section 322(3) of the Act, must be lodged by the offeror on Form CM 36.

(3) The copy of the take-over statement to be issued to the shareholders of the offeree

company and to be lodged with the Registrar in terms of section 324 of the Act, must be lodged by

the offeror on Form CM 36.

(4) The fees payable for the lodgement of the forms referred to in subregualtion (1), (2)

and (3) are set out in Item 41 of Annexure 1.

Power to acquire shares of minority in take-over scheme

53. (1) A notice given by an offeror in terms of section 327 of the Act must be send

by registered post to the last known address of every shareholder who has not accepted the offer in

order to inform him or her of the desire of the offeror to acquire the offeree’s shares, and such notice

must include the following particulars -

(a) the number and nature of the shares held by the shareholder;

(b) the name of the offeror;

of the company;

No. 4536 Government Gazette 10 August 2010 21

(d) the number and nature of all shares of the company acquired by the offeror;

(e) the price at which the offeror desires to acquire the shares of the shareholder who has

not accepted the offer; and

(f) a notice to the shareholder that the offeror will be entitled and bound to acquire the

shares of that shareholder on the terms offered if, within 30 days of the date of the

notice, that shareholder has not made an application to the Court to direct otherwise.

(2) A notice given by an offeror in terms of section 327(3)(a) of the Act must be send

to all the holders of the remaining shares or of the remaining class of shares, as the case may be, by

registered post to that shareholder’s last known address, and must include the following particulars -

(a) the name of the offeror, and if the offeror is a company which has subsidiaries, the

names of the subsidiaries;

(b) the name of the company of which the offeror has acquired nine-tenths of the shares;

the price paid for those shares under the scheme or contract;

(d) the number and description of the shares, which according to the records of the

company are held by the shareholder to whom the notice is addressed;

(e) the fact that the shareholder to whom the notice is addressed may within three

months require the offeror to acquire his or her shares; and

(f) that, if notice is given in terms of paragraph (e) by such shareholder, the offeror

will be entitled and bound to acquire the shares of such shareholder on the terms on

which under the scheme or contract the shares of shareholders who have accepted

the offer were transferred to him or her, or on other terms as may be agreed on, or

which the Court on the application of either the offeror or the shareholder may order.

(3) Where a company has issued share warrants to a bearer, the notice referred to in

subregulation (1) or (2) which is required to be sent to shareholders who have not accepted the offer,

must be published in two newspapers circulating nationally in Namibia.

(4) If it is known to the offeror that some or all of the bearers of the share warrants

referred to in subregulation (3) are not resident in Namibia, the offeror must report this fact to the

Registrar, and inform him or her of the names of the countries where those bearers are known to

reside.

(5) The Registrar may, on receipt of a report in terms of subregulation (4), order that, as

an additional form of notice, an advertisement be published in one or more newspapers circulating

in the country concerned, or that the additional form of notice be given in any other manner the

Registrar considers appropriate.

(6) Compliance with an order of the Registrar under subregulation (5) is considered

sufficient notice to the bearers of the share warrants.

External company to have person authorised to accept service

54. (1) Notice of –

(a) the appointment of;

22 Government Gazette 10 August 2010 No. 4536

(b) the withdrawal by; or

a person resident in Namibia authorised by an external company to accept on its behalf service of

process and any notice required to be served on the company pursuant to sections 328(1)(f) and

332(3) of the Act must be lodged with the Registrar on Form CM 37.

(2) An authorised person who has withdrawn from an authorisation in terms of section

332(2) of the Act must, lodge with the Registrar, Form CM 38 together with two copies of the written

notice of a withdrawal.

(3) The fees payable for the lodgement of the forms referred to in subregulations (1) and

(2) are set out in Item 42 in Annexure 1.

Registration of external company

55. (1) An external company wishing to be registered in Namibia must pursuant to

section 328 of the Act, lodge the following documents with the Registrar:

(a) a certified copy of the memorandum and articles of the company, and if the

memorandum or articles are not in the English language, a certified translation of

the memorandum or articles in the English language;

(b) Form CM 22, by which the company gave notice in terms of section 178 of the Act,

of the situation of the company’s registered office and of its postal address in force

at the time of the lodging of that copy;

recorded;

(d) Form CM 31, by which the company gave notice in terms of section 180, 277,

279, 281, 284, 285, 286, 288, 328 or 331 of the Act, of the consent to appointment,

change of name or the removal of the auditor, or the resignation by the auditor, of the

company;

(e) Form CM 32, by which the company gives notice of change of its financial year

under section 293 of the Act;

(f) Form CM 37, by which a company gives notice of the name and address of the

person authorised by the company to accept service on behalf of the company under

section 332 of the Act;

(g) Form CM 49, by which such external company applies to be registered as a company

in Namibia and receives a certificate of registration; and

(h) proof of payment of the annual duty payable under section 183 of the Act.

(2) The fees payable for the lodgement of the forms referred to in subregulation (1) are

set out in Item 43 of Annexure 1 and in the other relevant parts of Annexure 1.

(3) The Registrar must, on payment of the fee specified in Item 43 of Annexure 1,

No. 4536 Government Gazette 10 August 2010 23

Changes in memorandum of external company

56. (1) An alteration made, in terms of section 334 of the Act, to the memorandum

of an external company must be lodged with the Registrar on Form CM 39.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set

out in Item 44 of Annexure 1.

Appointment as liquidator, provisional judicial manager and final judicial manager

57. (1) A person appointed as a liquidator in terms of section 382 of the Act must

lodge, with the Registrar, Form CM 40 together with a copy of the certificate of appointment issued

by the Master.

(2) A person appointed as a provisional judicial manager in terms of section 435(b) of

the Act must pursuant to section 436(b) of the Act lodge, with the Registrar, Form CM 40 together

with a copy of the letter of his or her appointment.

(3) A person appointed as a final judicial manager in terms of section 438 of the Act

must pursuant to section 439(d) of the Act lodge, with the Registrar, Form CM 40 together with

a copy of the judicial management order and the Master’s letter of appointment, or if a judicial

management order is cancelled, a copy of such order.

(4) The fees payable for the lodgement of the forms referred to in subregulations (1), (2)

and (3) are set out in Item 45 of Annexure 1.

Manner of transfer of securities

58. The broker’s transfer form referred to in section 141 of the Act must be as set out in

Form CM 41, and the securities transfer form referred to in that section must be as set out in Form

CM 42.

Particulars of directors of dissolved companies

59. (1) The particulars of each director of a company required to be send by a

liquidator to the Registrar pursuant to section 427(2) of the Act must be send in duplicate to the

Registrar on the relevant part of Form CM 43.

(2) On receipt of the particulars supplied under subregulation (1), the Registrar must

complete the relevant part of Form CM 43 and, as required by section 427(3) of the Act, send to each

director a copy of the completed form together with a copy of any statement made by the liquidator

in terms of subsection (2) of that section.

(3) The fee payable for the sending of the document referred to in subregulation (1) is

set out in Item 46 of Annexure 1.

Fees for late submissions

60. The fees for failure to lodge any return or other document, other than to pay any

annual duty, as contemplated in section 186 of the Act are set out in Item 49 of Annexure 1.

Lodgement of additional copy of certain prescribed forms

61. The Registrar may by written notice sent to a company or an officer of that company

at the registered office or postal address of the company, require the company or the officer of the

24 Government Gazette 10 August 2010 No. 4536

company to lodge with him or her within a period stated in the notice, which may not be less than 30

days, an additional copy of -

(a) Form CM 22, by which the company gave notice in terms of section 178(2) of the

Act of the situation of the company’s registered office and of its postal address in

force at the time of the lodging of that copy;

(b) Form CM 29, on which the company lodged in terms of the provisions of section

224(2) of the Act, a return reflecting at the time of the lodging of that copy the

contents of the register referred to in section 223 of the Act; or

279, 281, 284, 285, 286, 288, 328 or 331 of the Act, of the consent to appointment,

change of name or the removal of the auditor, or the resignation by the auditor, of the

company.

General offence and penalty

62. Unless another offence and penalty is provided for elsewhere in the Act or in these

regulations, a company or any person concerned that contravenes or fails to comply with any of

the provisions of these regulations commits an offence and is liable on conviction to a fine not

exceeding N$2000,00 or to imprisonment not exceeding six months, or to both such fine and such

imprisonment.

Repeal of regulations

63. (1) The Companies Administrative Regulations, 1973, promulgated under

Government Notice R1948 of 19 October 1973, as amended by Government Notices R2384 of 14

December 1973, R119 of 17 January 1975, R1665 of 10 September 1976, R1911 of 22 October 1976,

R787 of 7 May 1977, R2044 of 7 October 1977, R1390 and R1391 of 30 June 1978 and Government

Notice No. 13 of 12 February 1997 are repealed.

(2) The Standing Advisory Committee Regulations, 1973, promulgated by Government

Notice R1949 of 19 October 1973, are repealed.

Savings

64. (1) Despite the repeal of the regulations in regulation 63, anything done or act

performed under any of those repealed regulations before the commencement of these regulations,

remains valid and in force after the commencement of these regulations and, if the thing or act relates

to company, the thing or act remains valid until such company is deregistered, wound up or otherwise

ceases to exist.

(2) Any acts performed or documents drawn up or altered in relation to a company after

the commencement of these regulations must comply with the Act and these regulations.

Short title and commencement

65. These regulations are called the Companies Administrative Regulations, 2010, and

come into operation on 1 November 2010.

No. 4536 Government Gazette 10 August 2010 25

ANNEXURE 1

FEES AND DUTIES

1. The fees and duties set out in this Annexure are payable in terms of the Act and these

Regulations.

2. Payments must be made as prescribed in regulation 8 and 9.

3. This Annexure is effective as from the date on which these Regulations come into operation.

Item Services Fees Payable Corresponding

(N$) CM Form

(if any)

1. Examination of documents and drafts of documents (excluding

prospectuses), per document or draft (regulation 6). 100,00 -

Issuing of a typed certificate in respect of the contents of a

statutory document or part thereof (per document) (section 8(1)

of the Act and regulation 6). 50,00 -

2. Inspection of or copies of, as the case maybe:

(a) a company file with the Registrar (section 8 of the Act

and regulation 10) -

(i) inspection in person; 5,00 -

(ii) copies on written request (includes

up to 12 photocopies of a document,

thereafter N$0,50 per copy for each

page of the document exceeding 12

pages - certification excluded); 10,00 -

(b) the central register of directors (section 8 of the Act and

regulation 10) -

(i) inspection in person; 5,00 -

(ii) copies on written request (includes up to 12

photocopies of a document, thereafter N$

0,50 per copy for each page of the document

exceeding 12 pages - certification excluded); 10,00 -

regulation 10); 10,00 -

(d) copies of inspector’s report (includes up to 12

photocopies of the report, thereafter N$0,50 per copy

for each page of the report exceeding 12 pages (section

269 of the Act and regulation 10). 10,00 -

3. (a) Photocopy of document, size approximately 298 mm

by 210 mm or smaller (per copy) (regulation 10). 1.00 -

(b) Photocopy on paper reproduced from microfilm (per

copy) (regulation 10). 1.00 -

4. Certification of a document, or part of a document (per document) 10,00 -

(regulation 5).

5. Registration of a special resolution for the conversion of one type

or form of a company into another type or form of a company 40,00 CM 45

(section 30(1) of the Act and regulation 13). 80,00 CM 26

26 Government Gazette 10 August 2010 No. 4536

6. Reservation of a name, a shortened form of a name or a defensive

name (sections 48(1) or 49 of the Act and regulation 14). 50,00 CM 5

Extension of the period of the reservation of a name, a shortened

form of a name or a defensive name (section 48(3) and 49(2) of

the Act and regulation 14). 50,00 CM 6

7. Registration of a shortened form of a name (section 49(1) of the

Act and regulation 15). 30,00 CM 7

Registration of a defensive name for two years (section 49(2)(a)

of the Act and regulation 15). 250,00 CM 8

Renewal of the registration of a defensive name (section 49(2)

(b) of the Act and regulation 15). 100,00 CM 8A

8. Registration of a change of a name (section 50(1) of the Act and 30,00 CM 9

regulation 16). 80,00 CM26

Registration of a change of a shortened form of a name (section

50(2)(a) of the Act and regulation 16). 30,00 CM 9A

Deregistration of a shortened form of a name (section 50(2)(b)

of the Act and regulation 16). 30,00 CM 9B

9. Consideration of objection contemplated in section 51(2) of the

Act (regulation 16). 350,00 -

(a) Registration of memorandum and articles of a company

10. (section 68(1) and regulations 17 and 18). 100,00 CM 2

CM 4

(b) Additional fee in respect of registration of memorandum CM 49

and articles (section 68(1)) -

(i) a company having a nominal share capital

having shares of par value, for each thousand

Namibian dollars or part thereof - 5,00 CM 2

(ii) a company having shares of no par value, for

each thousand shares or part thereof - 5,00 CM 2

(iii) a company having both shares of par value

and shares of no par value, the aggregate of

the amounts calculated on the basis laid down

in paragraphs (b)(i) and (ii) of this item. 5,00 CM 2

11. Submission of a certificate of consolidation of articles (section

66 of the Act and regulation 19). 45,00 CM 10

12. Certification of additional copies of documents by the Registrar

(per document) (regulation 23). 5,00 CM 51

13. Increase of share capital for shares of a par value, for each

thousand Namibian dollars, or part thereof, by which share capital

is increased (section 81(2)(a) of the Act and regulation 24). 5,00 CM 11

Increase of share capital for shares with no par value for each

thousand Namibian dollars, or part thereof, calculated by

multiplying the number by which the number of the shares has

been increased by the value of each certified share (section 81

(2)(b) of the Act and regulation 24). 5,00 CM 11

Registration of a special resolution to approve the acquisition

of shares issued by that company (section 89(1) of the Act and

regulation 24). 80,00 CM 14

No. 4536 Government Gazette 10 August 2010 27

14. Statement of payment of commission on shares (section 86 of

the Act and regulation 25). 10,00 CM 12

15. Lodgement of allotment of shares (section 99(3) and (4) of the

Act and regulation 26). 10,00 CM 15

CM 16

16. Application for extension of time (sections 102(1), 185, 187(4)

and 314(3) of the Act and regulation 27). 50,00 CM 17

17. Registration of an order by the Court (sections 260(5), 317(7)

and 319(4) of the Act and regulation 28). 20,00 CM 18

18. Redeeming of redeemable preference shares (section 104 of the

Act and regulation 29). 10,00 CM 19

19. Variation of rights in respect of shares of a company (section

108(3) of the Act and regulation 30). 10,00 CM 20

20. Registration of a written statement of an offer of shares of a

public company (section 109(a) of the Act and regulation 31). 250,00 -

21. Notice of places where registers are kept (section 114(2), 117,

136, 223(4), 238(2) and 248(2) of the Act and regulation 32). 10,00 CM 21

22. Fee for disclosure of beneficial interest in securities (section

146(7) of the Act and regulation 33):

In respect of each nominee 10,00 -

Maximum fee 1500,00 -

23. Application for exclusion of members or debenture holders from

rights offer (section 148(2) of the Act and regulation 34). 75,00 -

24. Registration of a letter of allocation (section 153(1) of the Act

and regulation 35). 25,00 -

25. Registration of prospectus (section 163(1) of the Act and

regulation 36). 500,00 -

26. Notice of postal address and registered office of a company

(section 178 of the Act and regulation 37). 10,00 CM 22

27. Issuing of a certificate to commence business (section 180 of the

Act and regulation 38). 60,00 CM 46

28. Lodgement of annual return (section 181(1) and 336 of the Act

and regulation 39). 100,00 CM 23

29. Lodgement of annual duties (section 182 and 183 of the Act and

regulation 40). 100,00 CM 23

30. Fee per day for failure to hold annual general meeting (section

187(8) of the Act and regulation 42). 10,00 -

Maximum fee (section 187(8) of the Act and regulation 42). 100,00

Call or direct the calling that an annual meeting or a general -

30A. meeting must be held (sections 187(4), 187(5) and 190 of the

Act and regulation 42). 40,00 -

31. Registration of consent to waive period of notice of meeting to pass

special resolution (section 207(5) of the Act and regulation 43). 10,00 CM 25

Registration of a special resolution (section 208(1) of the Act

and regulation 43). 80,00 CM 26

28 Government Gazette 10 August 2010 No. 4536

32. Director’s contract to subscribe to shares (section 219(1)(b) of

the Act and regulation 45). 10,00 CM 28

Written consent lodged within a further period as contemplated

in section 219(3) of the Act (regulation 45). (Note that this

prescribed amount is payable in addition to the fee payable on

lodgement of CM 29.) 10,00 -

33. Register of directors, officers, auditors and secretaries (section

223, 224(2), 284(2) and (4), 288(3), 328(1), 331 and 333 of the 10,00 CM 29

Act and regulation 46).

34. Notice of failure to appoint or reappoint auditor (section 279(2)

and regulation 47). 10,00 CM 30

Notice of, consent to appointment, change of name, or resignation

by or removal of auditor (sections 277(1), 279(2), 284(1) to (4),

285, 286, 288(2), 328(1)(c), 331 and regulation 47). 10,00 CM 31

35. Change of the end of the financial year of a company (sections

293(2) and 335(3) of the Act and regulation 48). 30,00 CM 32

36. Application for approval that group annual financial statements

need not deal with a subsidiary (section 299(3) of the Act and 80,00 CM 33

regulation 49).

37. Application by a public company for exemption from lodging

annual financial statements in respect of subsidiaries (section

306(6) of the Act and regulation 50). 20,00 CM 52

38. Application by a member of a private company requesting the

submission of provisional financial statements of that private

company (section 311(3) of the Act and regulation 50). 40,00 CM 50

39. Lodgement of annual financial statements and group annual

financial statements, provisional annual financial statements of

a company and an external company (sections 306(5), 311(3),

313 and 335(4) of the Act and regulation 50). 10,00 CM 34

40. Approving that interim reports need not be issued (section

314(2) read with section 299(3) of the Act and regulation 51). 40,00 CM 35

41. Take-over offer and take-over statement (section 320(2)(c),

322(3) and 324 of the Act and regulation 52). 10,00 CM 36

42. The appointment by an external company of an authorised person

(sections 328(1)(f) and 332(3) of the Act and regulation 54).

10,00 CM 37

Two copies of the written notice of a withdrawal by an authorised

person (section 332(2) of the Act and regulation 54). 10,00 CM 38

43. Registration of a memorandum of an external company (section

328 of the Act regulation 55). 100,00 CM 49

44. Registration of an alteration made to the memorandum of an

external company (section 334 of the Act and regulation 56). 50,00 CM 39

45. Appointment of liquidator, provisional judicial manager and

final judicial manager (section 382(5)(a), 436(b) and 439(1)(d)

(i) and (ii) of the Act and regulation 57). 10,00 CM 40

46. A copy of particulars and a copy of a statement by the Registrar

(section 427(3) of the Act and regulation 59). 10,00 CM 43

47. Statement by each director regarding adequacy of capital of

company (section 180(3) of the Act and regulation 38(1)(b)). 25,00 CM 47

48. Affidavit regarding adequacy of capital of company (section

180(2) of the Act and regulation 38(1)(a)). 25,00 CM 48

No. 4536 Government Gazette 10 August 2010 29

49. Fees for late submissions/failure to lodge returns (Section 186 of

the Act and regulation 60). 150,00 CM 15

CM 23

CM 26

CM 29

CM 31

ANNEXURE 2

LIST OF FORMS

Number of Name of Form

Form

CM 1 Certificate of incorporation of a company having a share capital

CM 2 Memorandum of association a company having a share capital

CM 3 Certificate of incorporation of a company not having a share capital

CM 4 Memorandum of association of a company not having a share capital

CM 5 Application for reservation of a name or a shortened form of a name or a defensive name of

a company

CM 6 Application for extension of reservation of name or a shortened form of a name or a

defensive name of a company

CM 7 Application for registration of shortened form of a name of a company

CM 8 Application for registration of defensive name of a company

CM 8A Application for the renewal of registration of defensive name of a company

CM 9 Application for registration of a change of name of a company and the certificate for

registration of a change of a name of a company is attached thereto

CM 9A Application for change of shortened form of name of company and the certificate of change

of the shortened form of a name of a company

CM 9B Application to deregister a shortened form of name of company

CM 10 Certificate of consolidation of articles

CM 10A Submission to consolidate the articles of a company

CM 11 Payment of fees on increase of capital and certificate to be completed by auditor

CM 12 Statement of payment of commission on shares

CM 14 Return of acquisition by a company of shares issued by it / Payments to shareholders

CM 15 Return of allotment of shares

CM 16 Return of allotments which have become void

CM 17 Application for extension of time

CM 18 Registration of a copy or certified copy of Court Order

CM 19 Notice of redemption of redeemable preference shares

CM 20 Notice of variation of rights in respect of shares

CM 21 Notice of place where registers are kept

CM 22 Notice of registered office and postal address of company

CM 23 Annual return and Certificate in terms of section 181(4) of the Act

CM 25 Consent to waive period of notice of meeting to pass a special resolution

CM 26 Special Resolution

CM 27 Consent to act as director or officer

30 Government Gazette 10 August 2010 No. 4536

CM 28 Director’s contract to take shares of company as qualification shares

CM 29 Contents of register of directors, auditors, and officers

CM 30 Notice of failure to appoint or reappoint an auditor at AGM

CM 31 Notice: Auditor’s consent to appointment / Change of Auditor firm’s name / Resignation of

Auditor / Removal of Auditor

CM 32 Change of the end of the current financial year

CM 33 Application to Registrar that group annual financial statement need not deal with subsidiary

CM 34 Lodgement of financial statements/Interim reports

CM 35 Application not to issue interim reports

CM 36 Take-over offer and take-over statement

CM 37 Notice of person authorised to accept service on behalf of external company

CM 38 Notice by person authorised to accept service on behalf of external company to terminate

authorisation

CM 39 Changes in memorandum of external company

CM 40 Appointment as liquidator / provisional judicial manager / final judicial manager

CM 41 Broker’s transfer form

CM 42 Securities transfer form

CM 43 Director of dissolved company within the meaning of section 427

CM 44 Articles of association of a company having a share capital – Adopting Schedule 1

CM 44A Articles of association of a company having a share capital – Not adopting Schedule 1

CM 44B Articles of association of a company not having a share capital – Not adopting Schedule 1

CM 44C Signatories to the articles of association

CM 45 Registration of the conversion of one type or form of company into another type or form of

company

CM 46 Application for certificate to commence business

CM 47 Statement by each director regarding adequacy of capital of company

CM 48 Affidavit pursuant to section 180(2) of the Act

CM 49 Application for the registration of memorandum of external company

CM 50 Application for provisional annual financial statements in respect of a private company

CM 51 Certification of additional copies of documents lodged for registration

CM 52 Application by a public company for exemption from lodging annual financial statements in

respect of subsidiaries

ANNEXURE 3

FORMS CM 1 TO CM 52

No. 4536 Government Gazette 10 August 2010 31

ANNEXURE 4

PRINTING INSTRUCTIONS TO CM FORMS

The printing instructions for CM Forms are provided in the second column below, the first column

indicating the relevant CM form to which the instructions relate.

CM FORM PRINTING INSTRUCTION

CM 1 Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

be approved by the Registrar of Companies, Windhoek

CM 2 Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

be approved by the Registrar of Companies, Windhoek

CM 2 Part A Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

be approved by the Registrar of Companies, Windhoek

CM 2 Part B Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

be approved by the Registrar of Companies, Windhoek

CM 2 Part C Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 2 Part D Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 3 Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

be approved by the Registrar of Companies, Windhoek

CM 4 – first Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

page be approved by the Registrar of Companies, Windhoek

CM 4 Part A Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to

be approved by the Registrar of Companies, Windhoek

CM 4 Part B Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 5 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 6 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 7 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed

for typewritten information to be inserted under appropriate headings; tear off portion

to fit Companies Office window envelope; printer’s proofs and sample paper to be

approved by the Registrar of Companies, Windhoek

CM 8 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 8A Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 9 – first Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

32 Government Gazette 10 August 2010 No. 4536

CM 9 – second Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 9A – first Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 9B Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 10 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 11 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 12 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 14 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 15 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 16 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 17 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 18 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 19 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 20 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 21 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 22 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to be

printed on one page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

No. 4536 Government Gazette 10 August 2010 33

CM 23 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 25 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to be

printed on one page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 26 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 27 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to be

printed on one page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 28 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to be

printed on one page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 29 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; complete Form to be printed on one page; printer’s

proofs and sample paper to be approved by the Registrar of Companies, Windhoek

CM 29 – page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

four typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 30 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to be

printed on one page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 31 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; tear off portion to fit

Companies Office window envelope; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 32 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 33 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 34 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 35 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 36 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

34 Government Gazette 10 August 2010 No. 4536

CM 37 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 38 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 39 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 40 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 41 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 42 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 43 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; second page to be

printed on reverse side of first page; printer’s proofs and sample paper to be approved by

the Registrar of Companies, Windhoek

CM 44 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 44A Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 44B Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 44C Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 45 – first Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 45 – second Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 46 – first Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

No. 4536 Government Gazette 10 August 2010 35

CM 46 – second Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

CM 47 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 48 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 49 – first Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 49 – second Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 50 – first Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; Form to fit on single

page; printer’s proofs and sample paper to be approved by the Registrar of Companies,

Windhoek

CM 50 – second Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

page typewritten information to be inserted under appropriate headings; this page to fit on

reverse side of previous page; printer’s proofs and sample paper to be approved by the

Registrar of Companies, Windhoek

CM 51 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to

fit on single page; printer’s proofs and sample paper to be approved by the Registrar of

Companies, Windhoek

CM 52 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for

typewritten information to be inserted under appropriate headings; complete Form to fit on

single page; tear off portion to fit Companies Office window envelope; printer’s proofs and

sample paper to be approved by the Registrar of Companies, Windhoek

36 Government Gazette 10 August 2010 No. 4536

Form CM 1

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 70) (Regulation 17 (1))

CERTIFICATE OF INCORPORATION

OF A COMPANY HAVING A SHARE CAPITAL

Registration Number of Company

This is to certify that:

...............................................................................................................................................................

was this day incorporated under the Companies Act, 2004 (Act No. 28 of 2004), and that the Company

is a Company having a share capital.

Signed and sealed at WINDHOEK this…………..day of…………………….of the year ……............

.………………………….

Registrar of Companies

Seal of Companies Registration Office

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

No. 4536 Government Gazette 10 August 2010 37

Form CM 2

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 61(1)) (Regulation 17(1) and 17(2))

MEMORANDUM OF ASSOCIATION

OF A COMPANY HAVING A SHARE CAPITAL

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$100,00 plus annual

duty under 182 & 183

1. NAME OF COMPANY

(a) The name of the Company is:

...............................................................................................................................................................

(b) The shortened form of the name of the Company is:

...............................................................................................................................................................

38 Government Gazette 10 August 2010 No. 4536

Form CM 2

Part A

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

2. DESCRIBING THE MAIN BUSINESS OF THE COMPANY*

The main purpose of the Company is to carry on: ....................................................................

..................................................................................................................................................

(*This is for purposes of the Registrar and not for purposes of the powers, capacity or objects of the company)

3. OBJECT(S), IF ANY (section 38)

The object(s) of the Company is/are: ........................................................................................

..................................................................................................................................................

4. ANCILLARY OBJECTS EXCLUDED

The specific ancillary objects, if any, referred to in section 39(1) of the Act, which are

excluded from the unlimited ancillary objects of the Company: ..............................................

..................................................................................................................................................

5. POWERS

from the plenary powers or the powers set out in Schedule 2 of the Act (if any): .........

..................................................................................................................................................

(d) The specific powers or part of any specific powers of the Company set out in Schedule 2

of the Act, if any, which are qualified under section 39(2) of the Act (if any): ................

..................................................................................................................................................

6. CONDITIONS

Any special conditions which apply to the Company and the requirements, if any, additional

to those prescribed in the Act for their alteration: .....................................................................

..................................................................................................................................................

No. 4536 Government Gazette 10 August 2010 39

Form CM 2

Part B

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

7. PRE-INCORPORATION CONTRACTS (if any)

...............................................................................................................................................................

8. CAPITAL

The share capital of the Company is ____________________ Namibian Dollar divided into:

(a) Par Value:

(i) ____________ ordinary par value shares of _____________ Namibian

Dollar/cent each

(ii) ____________ preference par value shares of ___________ Namibian

Dollar/cent each

(iii) ____________ redeemable preference par value shares of________________

Namibian Dollar/cent each

(b) No Par Value:

(i) The number of no par value shares is ______________________________

__________

(ii) The number of no par value preference shares is

_______________________________

(iii) The number of redeemable no par value preference shares is

_____________________

40 Government Gazette 10 August 2010 No. 4536

Form CM 2

Part C

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

ASSOCIATION CLAUSE

We the several persons whose full names, occupations, residential, business and postal addresses

are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of

Association and we respectively agree to take up the number of shares in the capital of the Company,

as set out opposite our respective names.

We also agree to pay for the par value shares of the Company as determined by this Memorandum

and to pay for the number of no par value shares of the Company, that amount determined by the

Company when the shares are issued.

Particulars of Number in words Date and signature Particulars of Date and signature

subscriber and type of shares of subscriber witness of witness

taken

1. Full names 1. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

2. Full names 2. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

3. Full names 3. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

Sub-total shares

taken ................................

No. 4536 Government Gazette 10 August 2010 41

Form CM 2, Part C, continued

Particulars of Number in words Date and signature Particulars of Date and signature

subscriber and type of shares of subscriber witness of witness

taken

4. Full names 4. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

5. Full names 5. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

6. Full names 6. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

7. Full names 7. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

Total shares taken ................................

42 Government Gazette 10 August 2010 No. 4536

Form CM 2

Part D

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(b) To be completed. Where one person signs the memorandum

I, ……………………………………………………………………………………………………..

(full name)

whose occupation is …………………………………………………………………………………

residing at ……………………………………………………………………………………………

having a business address at …………………………………………………………………………...

and the following postal address …………………………………………………………………….....

am desirous to form a company in pursuance of this Memorandum of Association and agree to take

up the number of shares in the capital of the Company, set opposite my signature below.

I also agree to pay for the par value shares of the Company as determined by this Memorandum

and to pay for the number of no par value shares of the Company, that amount determined by the

Company when the shares are issued to me.

__________________________________

…………………………………............. Number, in words and type of shares taken

Signature of subscriber

………………………………….............

Date

Particulars of witness

................................................ Full names: ................................................

Signature of witness ....................................................................

Occupation: ...............................................

................................................ ....................................................................

Date Residential address: ...................................

....................................................................

Business address: .......................................

....................................................................

Postal address: ...........................................

....................................................................

No. 4536 Government Gazette 10 August 2010 43

Form CM 3

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 70) (Regulation 17(3))

CERTIFICATE OF INCORPORATION

OF A COMPANY NOT HAVING A SHARE CAPITAL

Registration Number of Company

This is to certify that:

...............................................................................................................................................................

was this day incorporated under the Companies Act, 2004 (Act No. 28 of 2004), and that the Company

is a Company limited by guarantee/* and is incorporated under section 21 of that Act.

*Delete if not applicable

Signed and sealed at WINDHOEK this…………day of………………………of the year ……......…..

…….................…………………….

Registrar of Companies

Seal of Companies Registration Office

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

44 Government Gazette 10 August 2010 No. 4536

Form CM 4

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 61(1)) (Regulation 17(3))

MEMORANDUM OF ASSOCIATION OF A COMPANY NOT

HAVING A SHARE CAPITAL

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$100,00 plus annual

duty under 182 & 183

1. NAME OF COMPANY

(a) The name of the Company is:

...............................................................................................................................................................

(b) The shortened form of the name of the Company is:

...............................................................................................................................................................

possible) where name is not in official language (section 48(2)):

...............................................................................................................................................................

No. 4536 Government Gazette 10 August 2010 45

Form CM 4 continUED

Part A

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

2. GUARANTEE

(d) Each member undertakes to contribute to the assets of the Company in the event

of its being wound up, while being a member or within one year afterwards, for

payment of the debts and liabilities of the Company contracted before such member

ceases to be a member, and of the costs, charges and expenses of the winding up, and

for the adjustment of the rights of the contributories among themselves an amount

of…………………………….Namibian Dollar/cent.

46 Government Gazette 10 August 2010 No. 4536

Form CM 4 continUED

Part B

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

ASSOCIATION CLAUSE

We, the several persons whose full names, occupations, residential, business and postal

addresses are subscribed are desirous of being formed into a company in pursuance of this

Memorandum of Association and we respectively agree to become members of the company.

Particulars of Date and signature Particulars of witness Date and signature

subscriber of subscriber of witness

1. Full names 1. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

2. Full names 2. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

3. Full names 3. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

No. 4536 Government Gazette 10 August 2010 47

Form CM 4, Part B, continUED

Particulars of Date and signature Particulars of witness Date and signature

subscriber of subscriber of witness

4. Full names 4. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

5. Full names 5. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

6. Full names 6. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

7. Full names 7. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

48 Government Gazette 10 August 2010 No. 4536

Form CM 5

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 48(1) and 49)) (Regulation 14(1))

(To be lodged in duplicate)

APPLICATION FOR RESERVATION OF NAME OR SHORTENED FORM OR

DEFENSIVE NAME

Companies Registration Office Revenue stamp

PO Box 21214 or revenue franking

WINDHOEK machine impression

NAMIBIA N$50,00

A. Proposed Name or Shortened Form or Defensive Name (indicate with a

cross (“X”))

In order of preference For Office use Initials & Date

1. Approved / not approved

2. Approved / not approved

3. Approved / not approved

4. Approved / not approved

5. Approved / not approved

6. approved / not approved

Reservation is valid for two months

B. Comparative Names (For Office Use)

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

No. 4536 Government Gazette 10 August 2010 49

Form CM 6

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 48(3)) (Regulation 14(2)) Revenue stamp or

revenue franking

(To be accompanied by Form CM 5 with name as approved) machine

impression

N$50,00

APPLICATION FOR EXTENSION OF RESERVATION OF NAME

Name previously reserved:

Date of approval of previous reservation:

Reasons for requiring reservation to be extended:

Legal practitioner, agent or person acting on behalf of applicant for Promoters of a company in the case of a

name company to be formed

Name Full names

Postal address Business address

Date Signature

N.B. - If this portion below is not completed no confirmation will be sent.

Perforated

Name reserved The name has been reserved for

a further period of one month

Name of person to whom this form is to be sent from this date

Postal address

Registrar of Companies

Date stamp of Companies

Registration Office

50 Government Gazette 10 August 2010 No. 4536

Form CM 7

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 49(1)) (Regulation 14(2))

(To be accompanied by Form CM 5 with name as approved)

APPLICATION FOR REGISTRATION OF SHORTENED FORM OF A

NAME OF A COMPANY

Revenue stamp or revenue

franking

machine impression

N$30,00

Name of company:

Registration No. of company:

Registered postal address of company:

Shortened form of name to be registered:

Translation of shortened form of name of company (where possible) if name is not in official language:

Date Signature

N.B. If this portion below is not completed no confirmation of registration will be sent.

Perforated

The name was registered

on the date specified here

Name registered ___________________________

Name of applicant

Postal address Registrar of Companies

Date stamp of Companies

Registration Office

No. 4536 Government Gazette 10 August 2010 51

Form CM 8

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 49(2)(a)) (Regulation 15(4))

APPLICATION FOR REGISTRATION OF DEFENSIVE NAME

Revenue stamp or

revenue franking

Companies Registration office

machine impression

PO Box 21214 N$250,00

WINDHOEK

NAMIBIA

Name to be registered:

I/We request that the above name be registered as a defensive name.

Our reasons for making this request are as follows:

(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:

Address

Postal address

Note - Form CM5 on which the name has been approved, must be attached when registration is first

requested.

Date Signature

Perforated (To be completed by applicant)

The name

has been registered as a defensive name for a period of two years from

the date of this notification

Name Registrar of Companies

Applicant Date stamp of Companies

Postal address Registration Office

Seal of Companies Registration Office

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

52 Government Gazette 10 August 2010 No. 4536

Form CM 8A

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 49(2)(b)) (Regulation 15(6))

APPLICATION FOR THE RENEWAL OF REGISTRATION OF DEFENSIVE NAME

Registration Number of Company Revenue stamp or

revenue franking

machine impression

Companies Registration Office N$100,00

PO Box 21214

WINDHOEK

NAMIBIA

A. Name presently registered

B. Date of present registration or renewal

C. Submit written proof that applicant still has a direct and material interest in the

name

Name of applicant (print)

Signature of applicant Provide above address of applicant

Date

Renewal of registration approved/not approved for two years from ______________________

Date Registrar of Companies

Perforated (To be completed by company)

Defensive name Form CM8A

Renewal of the registration of the above defensive name has been approved for two years from

____________________________

Name

Registrar of Companies

Postal Address

Date stamp of Companies

Registration Office

No. 4536 Government Gazette 10 August 2010 53

Form CM 9

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 50(3)) (Regulation 16(1))

(to be lodged in duplicate)

CERTIFICATE OF CHANGE OF NAME OF COMPANY*

Registration Number of Company

This is to certify that

_______________________________________________________________

has changed its name by SPECIAL RESOLUTION and is now called

________________________________________________________________

and that the new name has this day been entered in the Register of Companies

Signed and sealed at WINDHOEK this .................... day of ....................................of the year ..............

Seal of Companies Registration Office Registrar of Companies

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

*To be lodged in duplicate

54 Government Gazette 10 August 2010 No. 4536

Form CM 9 continUED

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 50(2)) (Regulation 16 (1))

APPLICATION FOR CHANGE OF NAME OF COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$30,00

Existing name of company: _________________________________________________________

In the special resolution, which is attached to this form, the name of the company was changed to:

_______________________________________________________________________________

________________________________________________________________________________

If changed name of company is not in official language, provide translation in as far as possible:

_______________________________________________________________________________

No shortened form of the name is registered.
Separate application is being made to register a shortened form of name.
Separate application is being made to deregister a shortened form of name.

Delete whichever is not applicable.

Date __________________________ Signature _____________________________________

Director/Manager/Secretary

Rubber stamp of company, if any, or of secretaries Postal address of company

Perforated (To be completed by company)

Herewith certificate of change of name dated

Name of Company

Registrar of Companies

Postal Address Date stamp of Companies

Registration

Office

No. 4536 Government Gazette 10 August 2010 55

Form CM 9A

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 50(2)) (Regulation 16(2))

(to be lodged in duplicate)

CERTIFICATE OF CHANGE OF SHORTENED FORM OF NAME OF COMPANY

Registration Number of Company

Name of Company

This is to certify that the Company has changed the former shortened form of its name from:

to:

and that the new shortened form of its name has this day been registered.

Signed and sealed at WINDHOEK this _______ day of ______________________ of the year _____

_____________________________

Registrar of Companies

Seal of Companies Registration Office

This certificate is not valid unless sealed by the Seal of the Companies Registration Office

56 Government Gazette 10 August 2010 No. 4536

Form CM 9A continUED

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 50(2)) (Regulation 16 (2))

APPLICATION FOR CHANGE OF SHORTENED FORM OF NAME OF COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$30,00

Name of Company

Consequent upon the change of the name of the company by Special Resolution,

dated ______________

the former shortened form of the name of the company no longer applies to the company and has

been changed

from

If changed shortened form of name of company is not in official language, provide translation thereof

in as far as possible

Date _______________________________ Signature ________________________________

Director/Secretary/Manager

Postal address _______________________________

_______________________________

Perforated (To be completed by company)

Certificate of change of shortened form of name of company, dated ________________________

Name of Company

Postal address Registrar of Companies

Date stamp of Companies

Registration Office

No. 4536 Government Gazette 10 August 2010 57

Form CM 9B

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 50(2)) (Regulation 16(3))

APPLICATION TO DEREGISTER A FORMER SHORTENED FORM OF NAME OF

COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$30,00

New Name of Company:

Former shortened form of name:

Whereas the former shortened form of the name of the company no longer applies to the name of the

company consequent upon the change of its name by special resolution, dated ____________________

the shortened form of the name of the company may be deregistered.

The former shortened form of the name of the company no longer applies to the company and has

been changed.

Date ________________________ Signature _______________________________________

Director/Secretary/Manager

Rubber stamp of company, if any, or of the secretaries

_______________________________________________________________________________

Perforated (To be completed by company)

Application to deregister shortened form of name, dated __________________________________

Deregistration effected

Name of Company _________________________

Postal address Registrar of Companies

Date Stamp of Companies

Registration Office

58 Government Gazette 10 August 2010 No. 4536

Form CM 10

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 66) (Regulation 19)

(to be lodged in duplicate)

CERTIFICATE OF CONSOLIDATION OF ARTICLES

Revenue stamp or

revenue franking

machine impression

N$45,00

I,………………………………………………………………………………………………………

a Notary Public practising in the Republic of Namibia hereby certify that the Articles of Association

bound herein contain a consolidated and full statement of all the articles applying to ……………………

...............................................................................................................................................................

(name of company)

and the articles of the Company have been truly stated this ....................... day of ..............................

of the year .....................

…….......................................... Signature.....................................................

Seal of notary

_______________________________________________________________________________

CERTIFICATE OF REGISTRAR OF COMPANIES

I hereby certify that the Articles of Association bound herein constitute the Articles of Association

of the above-mentioned Company in conformity with the articles registered in the Companies

Registration Office as at the date of this certificate.

Signed and sealed at Windhoek, this…………day of……………..…………….of the year ……........

...................................................

Registrar of Companies

Seal of Companies Registration Office

This certificate is not valid unless sealed with the seal of the Companies Registration Office.

No. 4536 Government Gazette 10 August 2010 59

Form CM 11

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 81(2)) (Regulation 24(1) and (2))

PAYMENT OF FEES ON INCREASE OF CAPITAL

Registration Number of Company Revenue stamp or

revenue franking

machine impression or

revenue receipt

Prescribed amount under

section 81(2), (2)(a) and

(b)(ii)

Name of Company

INCREASE OF PAR VALUE SHARE CAPITAL

Existing capital Amount of increase Amount of total capital after increase

N$ ......................................... N$ ............................................... N$ ................................................

DIVISION OF SHARE CAPITAL

Existing number of shares Number of shares being Total number of shares after

increased increase

Number Class of Nominal Number Class of Nominal Number Class of Nominal

of shares shares amount of of shares shares amount of of shares shares amount of

each share each share each share

INCREASE OF NO PAR VALUE SHARE CAPITAL

Existing stated capital N$ .....................................................................................................................

Existing number of shares Number of shares being increased Total number of shares after increase

Number of shares Class of shares Number of shares Class of shares Number of shares Class of shares

CERTIFICATE BY THE AUDITOR OF THE COMPANY RELATING TO THE

VALUATION OF EXISTING SHARES IN SECTION 81(2)(b)(i) OF THE ACT

I/We ................................................................being the auditor(s) of the company, hereby certify that:

(a) The number of issued shares is The class of issued shares is The value of each share is

and (b) that, if each new share is issued at the same value per share as the existing value per share,

the state capital would be N$ ......................................

Date ......................................................... ....................................................................

Signature of auditor

Rubber stamp of auditor

Date ......................................................... ..........................................................................................

Signature of director/manager/secretary of the company

Rubber stamp of company, if any, or of the secretaries

60 Government Gazette 10 August 2010 No. 4536

Form CM 12

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 86(2)) (Regulation 25(1))

STATEMENT OF PAYMENT OF COMMISSION ON SHARES

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

N.B. - To be lodged with the Registrar of Companies before commission is paid

Name of

Company

Authorised capital N$ ……………………… Authorised no par value shares

Number Class Nominal value per share Number Class

ISSUED SHARE CAPITAL

Amount of share capital of par value Stated capital N$ ……………………

N$………………….

Number Class Total amount Number Class Issue price per

paid share

SHARE CAPITAL TO BE ISSUED

Amount N$ .................................... Number of no par value shares N$

.........................

Number Class Issue price Number Class Issue price

per share per share

COMMISSION PAID ON SHARES ISSUED WITHIN THE TWO YEARS PRIOR TO THE

DATE OF THIS STATEMENT

Date Number Class Issue price, par Issue price, no Rate of Total amount of

value shares par commission commission paid

value shares paid

No. 4536 Government Gazette 10 August 2010 61

Form CM 12 CONTINUED

COMMISSION TO BE PAID ON THE SHARES TO BE ISSUED IN TERMS OF THIS

STATEMENT

Number Class Rate of Amount of com- Name, business and postal

commission mission to be paid address of person to whom

to be paid commission will be paid

Article of association authorising commission ......................................................................................

Reason for the payment of commission .................................................................................................

...............................................................................................................................................................

_______________________________________________________________________________

Date ................................................... ....................................................................

Signature of Director/Secretary/Manager

Rubber stamp of company, if any, or of secretaries.

Perforated (To be completed by company)

Date of registration

The statement of payment of commission on shares in respect of the

company mentioned below has been registered on this day.

_____________________

Name of company

Postal address Registrar of Companies

Date stamp of Companies

Registration Office

62 Government Gazette 10 August 2010 No. 4536

Form CM 14

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 89 and 93)) (Regulation 24(4) and (6))

(to be lodged in duplicate)

RETURN OF ACQUISITION BY A COMPANY OF SHARES ISSUED

BY IT/PAYMENTS TO SHAREHOLDERS

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$80,00

Name of Company ________________________________________________________________

Acquisition/payment date _______________________________

1. Authorised capital of company:

PAR VALUE

Number of Class of Nominal amount of each share Authorised capital

shares shares (N$) (N$)

Total: Total:

NO PAR VALUE

Number of shares Class of shares

Total:

Perforated (To be completed by company)

Acknowledgement of receipt of return of acquisitions by a company of

shares issued by it/payments to shareholders dated Date of receipt by

Name of company Registrar of Companies

Postal address Registrar of Companies

Will be collected

Date stamp of Companies

Registration Office

No. 4536 Government Gazette 10 August 2010 63

Form CM 14 continued

2. Issued capital of company as shown on the return of allotments dated .............……………………

PAR VALUE

Number of shares Class of shares Nominal amount of each share Amount of issued paid-up

(N$) capital (N$)

Total: Total:

NO PAR VALUE

Number of shares Class of shares Issue price per share Stated capital

(N$) (N$)

Total: Total:

Summary of total issued capital as shown on the return of allotments:

Amount of issued paid-up capital N$ _________________________

Stated capital N$_________________________

Premium account N$_________________________

Total issued capital N$_________________________

3. Particulars of payments not indicated in Part 4 ____________________________________

_________________________________________________________________________

4. Particulars of acquisition of own shares issued by the company/payments to shareholders

PAR VALUE

Number of shares Class of shares Nominal amount of each share Amount of issued paid-up

(N$) capital (N$)

Total: Total:

64 Government Gazette 10 August 2010 No. 4536

Form CM 14 continued

NO PAR VALUE

Number of shares Class of shares Issue price per share Stated capital

(N$) (N$)

Total: Total:

5. Issued capital of company at date of this return

PAR VALUE

Number of shares Class of shares Nominal amount of each Amount of issued paid-up

share (N$) capital (N$)

Total: Total:

NO PAR VALUE

Number of shares Class of shares Issue price per share Stated capital

(N$) (N$)

Total: Total:

Summary of issued capital as at date of this return:

Amount of issued paid-up capital N$ _________________________

Stated capital N$_________________________

Premium account N$_________________________

Total issued capital N$_________________________

Date ____________________________ Signature ________________________________

Director/Manager/Secretary

Rubber stamp of company, if any, or of secretaries

Perforated (To be completed by company)

Acknowledgement of receipt of return of acquisition by a company of shares issued by it/payments

to shareholders Date of registration

Name of company ............................................................................. _____________________

Postal address .............................................................................

Registrar of Companies

.............................................................................

Date stamp of Companies

............................................................................. Registration Office

.............................................................................

No. 4536 Government Gazette 10 August 2010 65

Form CM 15

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 99(3)) (Regulation 26(1))

RETURN OF ALLOTMENT OF SHARES

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

1. Date of allotment of shares

2. Authorised capital of company

No par value Par value

Number of Class of shares Number of Class of shares Nominal Authorised

shares shares amount of each capital

N$ N$

Total Total Total N$

3. Shares subscribed for in memorandum of association:

No par value Par value

Number of Class of shares Number of Class of shares Nominal Total amount

shares shares amount of each paid-up

N$ N$

Total Total Total N$

4. Number of shares previously issued, paid-up capital and stated capital, including shares

subscribed for in the memorandum.

No par value Par value

Nominal Amount of

Number of Class of Issue Stated Number of Class of amount of issued paid-

shares shares price per Capital shares shares each share up capital

share N$

N$ N$

Total Total N$ Total Total N$

Summary of issued capital prior to allotment:

Amount of issued paid-up capital N$

Stated capital N$

Premium account N$

Total issued capital N$

66 Government Gazette 10 August 2010 No. 4536

Form CM 15 continued

5. Shares comprising this allotment:

No par value Par value

Nominal Premium Total amount

Number of Class of Issue Stated Number of Class of amount of one each of paid-up

shares shares price per Capital shares shares each share share capital and

share premium

(if any)

N$ N$ N$ N$ N$

Total Total N$ Total Total N$

6.(a) Shares allotted otherwise than for cash:

No par value Par value

Nominal Premium Total amount

Number of Class of Issue Stated Number of Class of amount of one each of capital

shares shares price per Capital shares shares each share share deemed to be

share paid-up

N$ N$ N$ N$ N$

Total Total N$ Total Total N$

(b) the consideration for which the shares have been allotted is as follows* …………………….…

………………………………………………………………………………………………………...

*A copy of the contract, in writing, constituting the title of the allottee to the allotment, together with

any contract of sale, or for service or other consideration in respect of which the allotment was made,

must be attached. If the contract is not in writing, a memorandum containing full particulars of such

contract must be attached. (For particulars of allottees see overleaf.)

Name of allottee Address of allottee Number of shares Description of shares

allotted

7. Issued capital at date of this return:

No par value Par value

Nominal Premium Total amount

Number of Class of Issue Stated Number of Class of amount of one each of capital

shares shares price per Capital shares shares each share share deemed to be

share paid-up

N$ N$ N$ N$ N$

Total Total N$ Total Total N$

No. 4536 Government Gazette 10 August 2010 67

Form CM 15 continued

Summary of total issued capital as at the date of this return:

Amount of issued paid-up capital N$

Stated capital N$

Premium account N$

Total issued capital N$

Certified correct

Date Signature

Director/Manager/Secretary

Rubber stamp of company, if any, or of secretaries

Perforated (To be completed by company)

Date of receipt by

Registrar of Companies

_________________

Acknowledgement of receipt of return of allotments, dated

Name of company Registrar of Companies

Postal address

Date stamp of

Companies

Registration Office

68 Government Gazette 10 August 2010 No. 4536

Form CM 16

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 99(4)) (Regulation 26(2))

RETURN OF ALLOTMENTS WHICH HAVE BECOME VOID

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of Company

1. Authorised capital of company:

NO PAR VALUE PAR VALUE

Nominal amount of Authorised

Authorised number

Class of shares Number of shares Class of Shares each share capital

of shares

N$ N$

Total

2. Issued capital of company as shown on the return of allotments dated ______________

NO PAR VALUE PAR VALUE

Number Class of Issue Stated Number Class of Nominal Premium Total Total amount

of shares price per capital of shares amount on each premium of paid-up

shares share shares of each share account capital,

share excluding

premium

account

N$ N$ N$ N$ N$ N$

Total

Summary of total issued capital as shown on the return of allotments :

Amount of Issue Paid-up capital …………………………….. N$

Stated Capital ………………………………………………… N$

Premium account …………………………………………….. N$

Total issued capital …………………………………………… N$

No. 4536 Government Gazette 10 August 2010 69

Form CM 16 continued

3. Particulars of allotment which has become void

NO PAR VALUE PAR VALUE

Number Class of Issue Stated Number Class of Nominal Premium Total Total capital,

of shares price per capital of shares amount on each premium excluding

shares share shares of each share account premium

N$ N$ N$ N$ N$ N$

Total

4. Reasons for allotment becoming void __________________________________________

_________________________________________________________________________

5. Issued capital of company at date of this return

NO PAR VALUE PAR VALUE

Number Class of Issue Stated Number Class of Nominal Premium Total Total amount

of shares price per capital of shares amount on each premium of paid-up

shares share shares of each share account capital,

share excluding

premium

account

N$ N$ N$ N$ N$ N$

Total

Summary of total issued capital as shown on the return of allotments :

Amount of Issued Paid-up capital N$

Stated Capital N$

Premium account N$

Total issued capital N$

Certified correct

Date _____________________ Signature _____________________________________________

Director/Manager/Secretary

Rubber stamp of company, if any, or of secretaries

Perforated (To be completed by company)

Acknowledgement of receipt of return of allotments having become void, Date of receipt by

Registrar of Companies

dated _________________

Name of Company

Registrar of Companies

Postal Address Date stamp of

Companies Registration

Office

70 Government Gazette 10 August 2010 No. 4536

Form CM 17

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 102, 185, 187(4) and 314(3)) (Regulation 27)

APPLICATION FOR EXTENSION OF TIME

Name of company

An extension of time from to

is required in respect of *

The grounds for requiring the extension are

Date Signature

Director/Secretary/Manager

Rubber stamp of company, if any, or of secretaries.

*Section 102 Issue of share certificates

Section 185 Lodging of documents (to be specified)

Section 187(4) Holding of annual general meeting

Section 314(3) (a) Issue of interim report

(b) Issue of provisional annual financial statements

Perforated (To be completed by company)

Application for extension of time in respect of Extension granted/refused

dated ___________________ Extension granted until

_________________

Registration Number of Company

Name of company Registrar of Companies

Postal address

Date stamp of Companies

Registration Office

Not valid unless stamped by Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 71

Form CM 18

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 103(3), 260(5), 317(7) and 319(4)) (Regulation 28)

ORDER OF COURT FOR REGISTRATION

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$50,00

Name of company ____________________________________________________________

_______________________________________________________________________________

An order of Court for* ____________________________________________________________

_______________________________________________________________________________

is attached for registration.

Date __________________________________ Signature ________________________________

Director/Secretary/Manager

Rubber stamp of company, if any, or of secretaries.

Section 103(3) _ ___________________________ Validation of irregular allotment of shares

Section 260(5) _ ____________________________ Relief from oppression

Section 317(7) _ ____________________________ Sanctioning a compromise or arrangement

Section 319(4) _ ____________________________ Scheme for reconstruction or amalgamation

Perforated (To be completed by company)

*Order of Court for registration Order of Court has this day

been registered

Registration No. of Company

_________________

Name of company ____________________________________________ Registrar of Companies

Postal address________________________________________________

Date stamp of Companies

___________________________________________________________ Registration Office

___________________________________________________________

Not valid unless stamped by Registrar of Companies.

72 Government Gazette 10 August 2010 No. 4536

Form CM 19

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 104(5)) (Regulation 29)

NOTICE OF REDEMPTION OF REDEEMABLE PREFERENCE SHARES

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$20,00

Name of company

A. TOTAL SHARE CAPITAL BEFORE REDEMPTION

NUMBER OF SHARES *DESCRIPTION OF CLASSES OF SHARES ISSUED CAPITAL SHARE PREMIUM

AUTHORISED ISSUED ACCOUNT

N$ N$

TOTAL N$ N$

B. SHARES REDEEMED OUT OF:

(i) Profits (Section 104(1)) on __________________________________(Date)

NUMBER OF SHARES *DESCRIPTION OF CLASSES OF SHARES AMOUNT TOTAL AMOUNT OF

REDEEMED PER SHARE CAPITAL REDEEMED

N$ N$

TOTAL N$

(ii) A fresh issue of shares (Section 104(2)) on ______________________________(Date)

NUMBER OF SHARES *DESCRIPTION OF CLASSES OF AMOUNT TOTAL AMOUNT OF

REDEEMED SHARES PER SHARE CAPITAL REDEEMED

N$ N$

TOTAL N$

C. SHARES ISSUED IN LIEU OF SHARES REDEEMED IN B (ii) on _________(Date)

NUMBER *DESCRIPTION OF CLASSES OF AMOUNT PREMIUM PER SHARE CAPITAL

ISSUED SHARES PER SHARE SHARE

N$ N$

TOTAL N$

D TOTAL SHARE CAPITAL AFTER REDEMPTION AS AT _________________(Date)

NUMBER OF SHARES *DESCRIPTION OF CLASSES OF SHARES ISSUED SHARE SHARE PREMIUM

AUTHORISED ISSUED CAPITAL ACCOUNT

N$ N$

TOTAL N$ (A) N$ (B)

INDICATE PAR VALUE AND NO PAR VALUE SHARE SEPARATELY TOTAL (A) + (B) N$

Date ____________________ Signature __________________________________

Rubber stamp of company, if any, or of secretaries Director/Secretary

Perforated (To be completed by company)

Date of receipt by

Acknowledgement of receipt of notice of redemption of shares, dated Registrar of Companies

Name of company ________________

Postal address

Registrar of Companies

Date stamp of

companies

Registration Office

No. 4536 Government Gazette 10 August 2010 73

Form CM 20

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 108(3)) (Regulation 30)

NOTICE OF VARIATION OF RIGHTS IN RESPECT OF SHARES

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

The rights in respect of the following classes of shares have been varied by *consent/special resolution

to the extent set out below.

*Delete whichever is not applicable.

† Fee: If attached to special resolution (CM26) there is no fee; if not attached to special resolution,

fee is N$ 50,00.

Class of shares Existing rights attached to class of Rights attached to class of shares

shares after variation

Date ____________________ Signature _______________________________________

Director/Secretary

Rubber stamp of company, if any, or of secretaries

Perforated (To be completed by the company)

Date of receipt by

Registrar of Companies

Acknowledgement of notice of variation of rights in respect of shares

_________________

Name of company

Postal address Registrar of Companies

Date stamp of companies

Registration Office

74 Government Gazette 10 August 2010 No. 4536

Form CM 21

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 114(2), 117(4), 134, 135, 136, 223(4), 238(2) and 248(2)) (Regulation 32))

NOTICE OF PLACE WHERE REGISTERS ARE KEPT

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

Notice is hereby given that the *

which is not kept at the registered office of the company is, with effect from

kept at the following address:

It was previously kept at:

Date Signature

Director/Secretary/Manager

Rubber stamp of company, if any, or of secretaries

Insert applicable type of register

Section 114 .......... Branch register in foreign country Section 223(4) ...... Register of directors and officers.

Section 117(4) ..... Register of members Section 238(2) ..... Registers of interest of directors

Section 134 .......... Register of pledges and bonds and others in shares and debentures

Section 135 .......... Register of debenture holders Section 248(2) ..... Register of interests in contract of

directors and officers

Perforated (To be completed by the company)

Notice of place where registers kept.

(*_____________________________________________________)

Notice received

Registration Number of Company

_______________

Name of company

Postal address Registrar of Companies

Date stamp of Companies

Registration Office

Not valid unless stamped by Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 75

Form CM 22

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 178) (Regulation 37)

(To be lodged in duplicate upon incorporation and prior to change of addresses)

NOTICE OF REGISTERED OFFICE AND POSTAL ADDRESS OF COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of Company

(a) The situation of the registered office and the postal address of the above-mentioned company

are as follows:

(i) Registered address

(ii) Postal address

(b) The date of the intended changes in the addresses is

(Both addresses must be furnished at all times)

Date Signature

Director/Secretary/Manager

The changes take effect on _____________________________

___________________________ ___________________

REGISTRAR OF COMPANIES DATE

OFFICE USE

Data processing

(1) Recorded

Name of Company Date and initials ____________________

(2) Corrections

Postal address Date and initials ____________________

Date stamp of Companies Registration Office

76 Government Gazette 10 August 2010 No. 4536

Form CM 23

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 181, 182 and 336)) (Regulation 39))

ANNUAL RETURN

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name and postal address of Company

Name And Number Of Holding Company Registration Number of Company

Day Month Year For office use

A Annual return for calendar year DATA PROCESSING

B Date incorporated/registered/established 1 Recorded

Date and Initials....................

C Annual General Meeting

Date of annual general meeting held in 2. Corrections

respect of previous financial year

Codes ...................................

D End of Financial year

Date and initials..........................

E Signed ................................................ Date .............................................

(Representative)

Perforated (To be completed by company)

ANNUAL RETURN FOR CALENDAR YEAR ................

Return received

________________

Name of company

Postal address Registrar of Companies

Date stamp of Companies

Registration Office

Invalid unless stamped by Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 77

Form CM 25

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 207(5) (Regulation 43 (2))

CONSENT TO WAIVE PERIOD OF NOTICE OF MEETING TO PASS

A SPECIAL RESOLUTION

Revenue stamp

revenue franking machine

impression N$100 plus

Companies Registration office annual duty under section

PO Box 21214 182 and 183 and

WINDHOEK regulation 40

NAMIBIA

Name of Company

We, the undersigned members of the above-mentioned company, consent and agree that at the general

meeting of the company to be held on , and of which less

than 21 days notice was given, a resolution relating to

may be proposed and passed as a special resolution.

Date Signature

I certify that the members of the company whose signatures are affixed above are the majority in

number of the members of the company having the right to attend and vote at the meeting concerned

and that they hold in aggregate not less than 95 per cent of the total votes held by all the members of

the company.

Date Signature

Director/Secretary

Rubber stamp of company, if any, or of secretaries

To be attached to special resolution lodged for registration.

78 Government Gazette 10 August 2010 No. 4536

Form CM 26

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 208) (Regulation 43 (1))

(To be lodged in duplicate)

SPECIAL RESOLUTION

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$80,00

Name of company

Date notice given to members Date resolution passed

Special resolution passed in terms of section of the Act/*paragraph of the

memorandum/*article of the articles.

Copy of notice convening meeting attached

Consent to waive period of notice of meeting (CM 25) attached/ not attached.

CONTENTS OF RESOLUTION (Use reverse side if necessary)

Resolved

Rubber stamp of company, if any, or of secretaries.

Date Signature______+___________________________

Director/Secretary/Manager

Name (in block capitals)

Delete whichever not applicable

Perforated (To be completed by company)

Herewith copy of special resolution as registered. Special resolution

registered this day

Registration Number of Company

________________

Name of Company

Registrar of Companies

Postal Date stamp of Companies

address Registration Office

Not valid unless stamped by the Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 79

Form CM 27

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 219) (Regulation 45 (1))

CONSENT TO ACT AS DIRECTOR OR OFFICER

AND OTHER DIRECTORSHIPS

Registration Number of Company

Name of company

A. Consent

I hereby consent to my appointment as * director / officer of the above-named company.

I certify that I am not disqualified in terms of sections 225 or 226 of the Companies Act from being

a director/officer*.

Signed: Date:

(To be signed by: Director or officer personally; or the authorised agent on behalf of a director of an

external company not resident in Namibia; or the authorised agent of a corporate body.)

*Delete where not applicable.

_______________________________________________________________________________

B. Personal particulars

1. Surname

2. Full forenames

3. Former surname and forenames

Year Month Day

4. Identity number or, if not, available, date of birth

5. Date of appointment

6. Residential address

7. Business address

8. Postal address

9. Nationality (If not Namibian)

10. Occupation

11. Resident in Namibia (Yes or No)

12. Address of registered office, and registration

number, if officer is a corporate body

C. Other Directorships

Attach list hereto

80 Government Gazette 10 August 2010 No. 4536

Form CM 28

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 219(1)(b)) (Regulation 45(2))

DIRECTOR’S CONTRACT TO TAKE SHARES OF COMPANY

AS QUALIFICATION SHARES

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

(full names of director)

hereby agree to take and pay for the following shares of the company, as qualification shares, in terms

of article

of the company’s articles of association.

Number of shares Class of shares Nominal par Premium per Issue price of no par Amount Paid

value share value share

of share

Total N$

Signed at this day of of the year

Signature _______________________

Director

Witness _________________________________________

Name in block capitals

Residential address

Signature _______________________________________

Witness

No. 4536 Government Gazette 10 August 2010 81

Form CM 29

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 224(2), 284, 328(1), 331(1) and 333(1)) (Regulation 46(1))

CONTENTS OF REGISTER OF DIRECTORS, AUDITORS AND OFFICERS

Registration Number of Company Revenue stamp or

revenue franking

Companies Registration Office machine impression

PO Box 21214 N$10,00

WINDHOEK

NAMIBIA

Name and postal address of Company

Return of particulars as at …………………………..

(name of director of officer)

state that, the written consent of the directors or officers whose names appear in this return have been

obtained on a duly completed form CM 27, the directors or officers are not disqualified under section

225.

Signed ________________________________________________________________________

Date

A. Directors

KEY TO PERSONAL PARTICULARS REQUIRED PERSONAL PARTICULARS

1. Surname

2. Full forenames

3. Former surname and forenames

4. Identity number or, if not, available, date of birth Year Month Day

5. (a) Date of appointment

(b) Designation

6. Residential address

7. Business address

8. Postal address

9. Nationality (If not Namibian)

10. Occupation

11. Resident in Namibia (Yes or No)

12. Nature of change in 1 to 5 above and date

82 Government Gazette 10 August 2010 No. 4536

Form CM 29 continuted

Registration Number of Company

FOR KEY TO PARTICULARS, SEE PAGE 1

1. 1.

2. 2.

3. 3.

4 Year Month Day 4 Year Month Day

5. (a) 5. (a)

(b) (b)

6. 6.

7. 7.

8. 8.

9. 9.

10. 10.

11. 11.

12. 12.

1. 1.

2. 2.

3. 3.

4 Year Month Day 4 Year Month Day

5. (a) 5. (a)

(b) (b)

6. 6.

7. 7.

8. 8.

9. 9.

10. 10.

11. 11.

12. 12.

1. 1.

2. 2.

3. 3.

4 Year Month Day 4 Year Month Day

5. (a) 5. (a)

(b) (b)

6. 6.

7. 7.

8. 8.

9. 9.

10. 10.

11. 11.

12. 12.

No. 4536 Government Gazette 10 August 2010 83

Form CM 29 continuted

Registration Number of Company

FOR KEY TO PARTICULARS, SEE PAGE 1

1. 1.

2. 2.

3. 3.

4 Year Month Day 4 Year Month Day

5. (a) 5. (a)

(b) (b)

6. 6.

7. 7.

8. 8.

9. 9.

10. 10.

11. 11.

12. 12.

1. 1.

2. 2.

3. 3.

4 Year Month Day 4 Year Month Day

5. (a) 5. (a)

(b) (b)

6. 6.

7. 7.

8. 8.

9. 9.

10. 10.

11. 11.

12. 12.

B. Auditor

1. Name

2. Date of appointment

3. Nature of change in 1 and 2 above and date.

Perforated (To be completed by company)

Return of particulars of company’s register of directors, auditors & officers CM29

Dated Date received

__________________

Name of company

Postal address Date stamp of Companies

Registration Office

84 Government Gazette 10 August 2010 No. 4536

Form CM 29 continuted

C. Officers and Local Managers Registration Number of Company

KEY TO PERSONAL PARTICULARS REQUIRED PERSONAL PARTICULARS

1. Surname

2. Full forenames

3. Former surname and forenames

4. Identity number or, if not, available, date of birth Year Month Day

5. (a) Date of appointment

(b) Designation

6. Address of registered office, and registration

number if officer is a corporate body

7. Residential address

8. Business address

9. Postal address

10. Nationality (If not Namibian)

11. Occupation

12. Resident in Namibia (Yes or No)

13. Nature of change in 1 to 6 above and date

FOR KEY TO PARTICULARS, SEE ABOVE

1. 1.

2. 2.

3. 3.

4 Year Month Day 4 Year Month Day

5. (a) 5. (a)

(b) (b)

6. 6.

7. 7.

8. 8.

9. 9.

10. 10.

11. 11.

12. 12.

13. 13.

No. 4536 Government Gazette 10 August 2010 85

Form CM 30

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 279(2)) (Regulation 47(2))

NOTICE OF FAILURE TO APPOINT OR REAPPOINT AUDITOR

AT ANNUAL GENERAL MEETING

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

No auditor was appointed/reappointed* at the annual general meeting held on

As at

the directors have not appointed/reappointed* an auditor of the company.

The Registrar is now requested to appoint a person(s) in terms of section 279 (1) of the Act to fill

the vacancy.

Delete whichever is not applicable.

Date Signature

Director/Manager/Secretary

Rubber stamp of company, if any, or of secretaries.

86 Government Gazette 10 August 2010 No. 4536

Form CM 31

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 180(3)(d), 277(1), 279(2), 281, 284, 285, 286, 288, 328(1)(c) and 331))

(Regulation 47(1))

NOTICE OF, CONSENT TO APPOINTMENT, CHANGE OF NAME, OR RESIGNATION

BY AUDITOR OR REMOVAL OF AUDITOR

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

Part I (To be completed by the auditor concerned and to be sent to the company for completion of

Part III and lodgement with Registrar)

*A APPOINTMENT

I, ............................................................... consent to my appointment as auditor of the

abovementioned company as from ..................... and declare that I am not disqualified

in terms of section 283 of the Companies Act, 2004 for the appointment.

*B CHANGE OF NAME

The firm …………………………………. has with effect from ………………..……..

changed its name and will in future be know as ………………………………………..

Date _____________________________ Signature ________________________________

Auditor

Situation of office _____________________ Postal address ___________________________

_____________________ ___________________________

Part II (To be completed by the auditor concerned and original to be lodged with Registrar and

duplicate to be sent to the company for completion of Part III and lodgement with Registrar)

*C RESIGNATION

I _ resign as auditor of the

abovementioned company and declare that -

(a) as at the date if this notice I have no reason to believe that in the conduct of the

affairs of the company a material irregularity has taken place, or is taking place which

has cause or is likely to cause financial loss to the company or to any of its members

or creditors.

I reported a material irregularity to the Public Accountants’ and Auditors’ Board on

___________________in terms of the Public Accountants’ and Auditors Act, 1951

(Note : This resignation shall take effect on the date upon which another auditor is

appointed in terms of section 288(3) and (4) of the Companies Act, 2004)

Date ________________________ Signature __________________________

Auditor

No. 4536 Government Gazette 10 August 2010 87

Form CM 31 continued

Part III (To be completed by company concerned and lodged with Registrar)

*D STATEMENT

The auditor of the abovementioned company was removed/not reappointed in terms

of section 285/286 of the Companies Act, 2004 on ___________________________.

The vacation of the office/particulars pertaining to the matters reflected in Part I/II

have been entered in the register in compliance with section 223 of the Companies Act,

2004.

(Note : This resignation shall take effect on the date upon which another auditor is

appointed in terms of section 288(3) and (4) of the Companies Act, 2004)

Date ________________________ Signature _________________________

Director/Officer

Perforated (To be completed by the auditor or company concerned and lodged with the Registrar)

NOTICE RELATING TO A CHANGE IN RESPECT OF AN AUDITOR DATED _____________

Return received

_______________________

Name of auditor/ Date stamp of Companies

company Registration Office

Postal address

Not valid unless stamped by Registrar of Companies.

88 Government Gazette 10 August 2010 No. 4536

Form CM 32

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 293(2) and 335(3)) (Regulation 48(1))

CHANGE OF THE END OF THE CURRENT FINANCIAL YEAR

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$30,00

Companies Registration Office

PO Box

WINDHOEK

NAMIBIA

Name of Company

The end of the current financial year is

A. The end of the current financial year has been brought forward to

B. The end of the current financial year must be extended to

Reason for extension

Date

Signature : Director/Manager/Secretary

Approved/Refused : Registrar of Companies

Perforated (To be completed by the company)

Advice of change of the end of the Form CM32

current financial year dated:

Approved/Refused

Name of company

Postal address Registrar of Companies

Date Stamp of Registration

Office Companies

No. 4536 Government Gazette 10 August 2010 89

Form CM 33

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 299(3)) (Regulation 49(1))

APPLICATION TO REGISTRAR BY COMPANY FOR APPROVAL THAT GROUP

ANNUAL FINANCIAL STATEMENTS NEED NOT DEAL WITH SUBSIDIARY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$80,00

Name of holding company

Name of subsidiary company

Registration Number

The directors of the above-mentioned holding company are of opinion that -

*(a) if the subsidiary were to be dealt with in group annual financial statements, the result would

be misleading or harmful to the business of the company or any of its subsidiaries; or

*(b) the business of the company and that of the subsidiary are no different that they cannot

reasonable be treated as a single undertaking.

The reasons for making this application are:

(Use reverse side of form, if necessary)

A report by the auditor of the company is attached

Date...............................................................

Signature ................................................................

Director/Manager/Secretary

Rubber stamp of company, if any, or of secretaries

*Delete whichever is not applicable

Perforated (To be completed by company)

Application to Registrar by company not to deal in group annual

Approved/ Not approved

financial statements with subsidiary

Name of company

Registrar of Companies

Postal address Date stamp of Companies

Registration

Office

Not valid unless stamped by Registrar of Companies.

90 Government Gazette 10 August 2010 No. 4536

Form CM 34

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 306(5), 311(3), 313 and 335)) (Regulation 50(1), (4) and (6))

(to be lodged when company sends notice to members)

LODGEMENT OF FINANCIAL STATEMENTS/INTERIM REPORTS

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of holding company

Names of subsidiaries (if any) Registration Numbers

The following documents are lodged herewith:

† Annual financial statements/† group annual financial statements in terms of section 306(5)(a)/ 335

of the Companies Act for the financial year ended _______________

† Annual financial statements in terms of section 306(5)(b) of the Companies Act for the financial

year ended _______________

† Interim report in terms of section 313/†335 of the Companies Act for the half year ended

_______________

† Provisional annual financial statements in terms of section 313 of the Companies Act for the

financial year ended ________________

Rubber stamp of company if any, or of secretaries

N.B. - Complete if annual financial statements in respect of subsidiaries are lodged.

† Delete whichever is not applicable.

Perforated (To be completed by company)

Lodgement of/† annual financial statements/† group annual financial statements and

† annual financial statements of subsidiaries /† provisional annual financial statements /

† interim report for financial year /† half year ended __________________________

Received

Name of company _____________________

Postal address Registrar of Companies

Date Stamp of Companies

Registration Office

Not valid unless stamped by Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 91

Form CM 35

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 314 read with section 299(3)) (Regulation 51(1))

APPLICATION NOT TO ISSUE INTERIM REPORTS

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$40,00

Name of holding company

The company applies for exemption to issue a half-yearly report for the financial year beginning on

________________

The interim report is required to be issued on or before _________________ and ______________

The same exemption is required in respect of the interim report for the financial year beginning on

_______________

which is due to be issued on or before _____________________________

The directors of the company are of the opinion that such reports -

(a) would be misleading to members of the company / or harmful to the business of the company;or

(b) would entail unnecessary expenses or for any other reason would serve no useful purpose.

Delete whichever is not applicable.

The reasons for making this application are:

(Use reverse side of form, if necessary)

A report by the auditor of the company is attached.

Rubber stamp of company, if any, or of secretaries

Date ______________________________ Signature ________________________________

Director/Manager/Secretary

Perforated (To be completed by company)

Application no to issue interim reports; due on Application refused

and

Application granted for report

Name of company due on__________________________

and ____________________________

Postal address

Registrar of Companies

Registration Office

Not valid unless stamped by Registrar of Companies.

92 Government Gazette 10 August 2010 No. 4536

Form CM 36

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 320(2)(c), 322(3) and 324)) (Regulation 52)

TAKE-OVER OFFER AND TAKE-OVER STATEMENT

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of offeree company:

Particulars of offeror (if person):

Insert Surname: Full forenames

here Nationality Occupation (“Director of

particulars (if not Namibian) Companies” not acceptable)

principal

Residential address Business address Postal address

Particulars of person acting on behalf of principal (if any):

Insert

here Surname: Full forenames

particulars Nationality Occupation (“Director of

of person (if not Namibian) Companies” not acceptable)

acting on

behalf of Residential address Business address Postal address

principal

Particulars of offeror (if company, external company or other body corporate Registration No.

(if any)

Name ___________________________________________________________

Name of country (and state, if any,) in which incorporated (if not in Namibia):

Registered address in Namibia Postal address in Namibia Address in foreign country (if

external company)

Name of controlling company (if any): ___________________________ Registration No.

(if any)

DIRECTORS

Surnames Full forenames Residential address

Copies of the take-over statement and annexures, dated ______________ *Delete whichever is

by the offeror/take* over statement by directors of the offeree company with annexures. not applicable

dated .......................................................................... are attached hereto.

If company, rubber stamp of company, if any, or of secretaries

Date ................................................................

Signature of offeror .............................................. Signature ................................. Director/Secretary/Manager

Perforated (To be completed by offeror)

Take-over offer/take-over statement, dated ................................. Received

___________________________

Name of offeror ...........................................................................

..................................................................................................... Registrar of Companies

Postal address .............................................................................. Date stamp of Companies

............................................................................................. Registration office

Not valid unless stamped by Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 93

Form CM 37

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 328(1)(f) and 332(3)) (Regulation 54(1))

NOTICE OF PERSON AUTHORISED TO ACCEPT SERVICE ON

BEHALF OF EXTERNAL COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of Company

Notice is hereby given that the person mentioned below is authorised to accept service on behalf of

the company:

(a) Surname Full forenames

Residential address Business address Postal address

*(b) The abovementioned person is no longer authorised to accept service on behalf of the

company, but the person who is mentioned below is now authorised to do so:

(a) Surname Full forenames

Residential address Business address Postal address

with effect from ______________________________________________

*Delete whichever is not applicable

Rubber stamp of company, if any, or of secretaries

Date Signature

Director/Manager/Secretary

Perforated (To be completed by company)

Name of company

Notice Received

Postal address

Registrar of Companies

Date stamp of Companies

Registration Office

Not valid unless stamped by Registrar of Companies.

94 Government Gazette 10 August 2010 No. 4536

Form CM 38

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 332(2)) (Regulation 54(2))

(to be lodged in duplicate)

NOTICE BY PERSON AUTHORISED TO ACCEPT SERVICE ON BEHALF OF

EXTERNAL COMPANY TO TERMINATE HIS/HER AUTHORISATION

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company

Postal address

I, _________________________________________________________________, being the

person who has been authorised to accept service on behalf of the above-mentioned company,

have informed the company that I intend to withdraw from such authorisation with effect from

____________________________

*Date _______________________ Signature _______________________________________

RESERVED FOR REGISTRAR OF COMPANIES

To: The Directors

(the company mentioned above)

Sir/Madam

In confirmation.

Please attach form CM 37 (Notice of person authorised to accept service on behalf of external

company) to this form and return it to the Registrar of Companies within 21 days of the date

at *above.

Yours faithfully

Registrar of Companies

WINDHOEK

Date Stamp of Companies

Registration Office

No. 4536 Government Gazette 10 August 2010 95

Form CM 39

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 334) (Regulation 56(1))

ALTERATION TO MEMORANDUM OF EXTERNAL COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$50,00

Name of company

The company has altered its memorandum on

A certified copy of the instrument showing the alteration/and a certified translation thereof* is/are

attached.

Rubber stamp of company

Date Signature

Director/Manager/Secretary

*Delete whichever is not applicable

Perforated (To be completed by company)

Received and registered on this day

_______________

Alteration of memorandum of external company, dated

Name of company

Registrar of Companies

Postal address Date stamp of Companies

Registration office

Not valid unless stamped by Registrar of Companies.

96 Government Gazette 10 August 2010 No. 4536

Form CM 40

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Sections 382(5)(a), 436(b) and 439(d)(i), (ii)) (Regulation 57)

APPOINTMENT AS LIQUIDATOR/PROVISIONAL

JUDUCIAL MANAGER/JUDICIAL MANAGER

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$10,00

Name of company ________________________________________________________________

Herewith certificate of appointment /† Certificate of cancellation as * ________________________

in respect of the abovementioned company.

† Copy of judicial management order attached.

Date ___________________ Signature _____________________________________________

†Liquidator/Provisional judicial manager/Judicial manager

Rubber stamp, if any

*State whether Liquidator/Provisional judicial manager/Judicial manager

† Delete whichever is not applicable.

Address of liquidator/Provisional judicial manager/Judicial manager

Business address Postal address

Perforated (To be completed by Liquidator/Provisional judicial manager/Judicial manager)

Appointment as Liquidator/Provisional judicial manager/Judicial manager

Name Notice Received

______________________

Postal address

Registrar of Companies

Date stamp of Companies

Registration Office

Not valid unless stamped by Registrar of Companies.

No. 4536 Government Gazette 10 August 2010 97

REPUBLIC OF NAMIBIA Form CM 41

COMPANIES ACT, 2004

(Section 141) (Regulation 58)

BROKER’S TRANSFER FORM

For exchange control purposes

A FULL NAME OF ISSUER OF SECURITY AS SHOWN ON CERTIFICATE

Certification by issuer of security

Figures Words

This portion to be completed by the broker

Quantity and full description of securities Description

to be transferred

Certificate(s) No.(s) Certificate and distinctive

numbers(s) (if any)

TRANSFER [in block letters insert the full name(s) of

FROM the present registered holder(s)]

[transferor(s)]

I/We certify that the effective date of the

transferor’s signature for stamp duty purposes was

..................................................................................

(Signature of broker) (Stamp of selling broker)

TRANSFER [in block letters insert the full name(s) and the

B TO postal address(es) of the person(s) into whose

Lodged for certification by

name(s) the securities are to be transferred]

[transferee(s)] ...............................................................................................................................

This portion to be competed by the

...............................................................................................................................

CONSIDERATION. - State the amount

(in figures) paid for the securities N$ ........................................................

agent of the transferee(s)

I/We request that such entries be made in the register as are necessary to give

effect to this transfer.

....................................................................................................................................

Name and address or stamp of person lodging this form or stamp of buying broker (if any)

NAMIBIAN REVENUE STAMPS or * FOR USE IN REGISTERING OFFICE

endorsement claiming exemption in terms of the

Stamp Duties Act, 1993

98 Government Gazette 10 August 2010 No. 4536

REPUBLIC OF NAMIBIA Form CM 42

COMPANIES ACT, 2004

(Section 141) (Regulation 58)

SECURITIES TRANSFER FORM

For exchange control purposes

A FULL NAME OF ISSUER OF SECURITY AS SHOWN ON CERTIFICATE

Certification, if any, by issuer of security

Figures Words

This portion to be completed by transferor(s) (that is,

Quantity and full description of securities Description

to be transferred

Certificate(s) No.(s) Distinctive

numbers(s) (if any)

the person(s) in whose name(s) the securities are at

TRANSFER FROM [in block letters insert the full name(s) of the present registered holder(s)]

[transferor(s)]

Date of signature

II/We the undersigned hereby transfer the above securities

from the name(s) aforesaid to the person(s) named below

present registered).

or to the several persons named in Part B of the Broker’s

Transfer forms (CM41) relating to the above security.

................................................................................

Date of signature........................................................

(Stamp of selling broker)

B TRANSFER TO [in block letters insert the full name(s) and the postal address(es)

of the person(s) into whose name(s) the securities are to be transferred]

This portion to be completed by the

Lodged for certification by

[transferee(s)] .......................................................................................................................

.......................................................................................................................

transferee(s) (that is, the person(s) in whose

CONSIDERATION. - State the

amount (in figures) paid for the securities. If no

consideration was paid, to market value of the

securities at the date of the transaction must be N$ .................................................

name(s) the securities are to be registered) or

stated.

I/We request that such entries be made in the register as are necessary to give

effect to this transfer.

............................................................................................................................

agent, except where broker’s transfer forms are

............................................................................................................................

Name and address or stamp of person lodging this form or stamp of buying broker (if any)

NAMIBIAN REVENUE STAMPS (UNLESS * FOR USE IN REGISTERING

BROKER’S TRANSFER FORMS ARE USED) OFFICE

or endorsement claiming exemption in terms of

the Stamp Duties Act, 1993

PART A Form CM 43

REPUBLIC OF NAMIBIA No. 4536

Revenue stamp or

revenue franking

COMPANIES ACT, 2004 machine impression

(Section 427) (Regulation 59) N$10,00

(to be lodged in duplicate)

Surname

Full forenames

Postal address Particulars of director of dissolved company within the meaning of

section 427(1)

Former surnames

Former forenames

Date of appointment Name(s) of company(ies) dissolved for the

Nationality (if not Namibian) Residential address as director reason that it/*they was/*were unable to pay Date of dissolution

its/*their debts

Date of birth 2.

Occupation 3.

Government Gazette 10 August 2010

LIQUIDATOR’S REPORT [IN TERMS OF SECTION 427(2)]

Date ______________________________________________ Signature _______________________________________

Liquidator

Rubber stamp of liquidator, if any

Delete whichever is not applicable.

Postal address of liquidator Business address of liquidator

PART B Form CM 43 continued 100

FOR USE BY REGISTRAR OF COMPANIES

Dear …………………..

Section 427 of the Companies Act, 2004, requires the Registrar of Companies to maintain a register of directors of companies which have been dissolved and were

unable to pay their debts.

The information detailed overleaf has been supplied to the Registrar by the liquidator of the company of which you were a director in the circumstances contemplated

under the aforementioned section of the Act.

In terms of subsection (4) you may, within one month of the date of this advice to you, object by affidavit or otherwise to your name being entered in the register.

In your own interest, it is proposed that you give this matter your most urgent attention.

Date Stamp of Comanies

Registration Office

Yours faithfully

Government Gazette 10 August 2010

Registrar of Companies

No. 4536

No. 4536 Government Gazette 10 August 2010 101

Form CM 44

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 64) (Regulation 18(1))

ARTICLES OF ASSOCIATION

OF A COMPANY HAVING A SHARE CAPITAL

ADOPTING SCHEDULE 1

Registration Number of Company

NAME OF COMPANY:

...............................................................................................................................................................

SCHEDULE 1 - TABLE A/B*

A. The articles of Table A/B* contained in Schedule 1 to the Companies Act, 2004, shall apply to

the Company, subject to such additions, omissions and modifications as stated below.

ADDITIONS

B. The following articles additional to that contained in Table A/B* are included:

(a)

(b)

(c)

OMISSIONS

C. The following articles contained in Table A/B* are omitted:

(a)

(b)

(c)

MODIFICATIONS

D. The following articles contained in Table A/B* are modified in the manner indicated:

(a)

(b)

(c)

*Delete whichever is not applicable.

102 Government Gazette 10 August 2010 No. 4536

Form CM 44A

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 64) (Regulation 18(2))

ARTICLES OF ASSOCIATION

OF A COMPANY HAVING A SHARE CAPITAL

NOT ADOPTING SCHEDULE 1

Registration Number of Company

NAME OF COMPANY:

...............................................................................................................................................................

A. The articles of Table B contained in Schedule 1 to the Companies Act, 2004, shall not apply to

the Company.

B. The articles of the company are as follows:

No. 4536 Government Gazette 10 August 2010 103

Form CM 44B

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 64) (Regulation 18(3))

ARTICLES OF ASSOCIATION

OF A COMPANY NOT HAVING SHARE CAPITAL

NOT ADOPTING SCHEDULE 1

Registration Number of Company

NAME OF COMPANY:

...............................................................................................................................................................

A. The articles of Table A contained in Schedule 1 to the Companies Act, 2004, shall not apply to

the Company.

B. The articles of the company are as follows:

104 Government Gazette 10 August 2010 No. 4536

Form CM 44C

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

SIGNATORIES TO ARTICLES OF ASSOCIATION

(Section 64) (Regulation 18 (1), (2) and (3))

Particulars of Date and signature Particulars of witness Date and signature

subscriber of subscriber of witness

1. Full names 1. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

2. Full names 2. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

3. Full names 3. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

4. Full names 4. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

No. 4536 Government Gazette 10 August 2010 105

Form CM 44C continued

SIGNATORIES TO ARTICLES OF ASSOCIATION

(Section 64) (Regulation 18 (1), (2) and (3))

Particulars of Date and signature Particulars of witness Date and signature

subscriber of subscriber of witness

5. Full Names 5. Full Names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

6. Full Names 6. Full Names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

7. Full names 7. Full names

Occupation Occupation

Residential address Residential address

Business address Business address

Postal address Postal address

106 Government Gazette 10 August 2010 No. 4536

Form CM 45

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 30(1)) (Regulation 13(1))

(to be lodged in duplicate)

AMENDED CERTIFICATE OF INCORPORATION RELATING TO THE CONVERSION

OF ONE FORM OF COMPANY INTO ANOTHER TYPE OF COMPANY

Registration Number of Company

This is to certify that _ _____________________________________________________________

_______________________________________________________________________________

which was registered on _ __________________________________________________________

has by SPECIAL RESOLUTION been converted from a __________________________________

_______________________________________________________________________________

into a _ _________________________________________________________________________

_______________________________________________________________________________

and the name of the company is shown in my register as_ _________________________________

with effect from the date of this certificate.

Signed and sealed at Windhoek, this ______ day of ______________________ of the year ______

_________________________________

Registrar of Companies

Seal of the Companies Registration Office

_______________________________________________________________________________

This certificate is not valid unless sealed by the Seal of the Companies Registration Office.

No. 4536 Government Gazette 10 August 2010 107

Form CM 45 continued

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 30(1) (Regulation 13 (1))

APPLICATION TO REGISTER THE CONVERSION OF ONE TYPE

OR FORM OF COMPANY INTO ANOTHER TYPE

OR FORM OF COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$40,00

Existing name of Company _________________________________________________________

which was registered on _ __________________________________________________________

has passed a SPECIAL RESOLUTION to converted itself from a ___________________________

_______________________________________________________________________________

into a _ _________________________________________________________________________

_______________________________________________________________________________

The name by which the company will be know after the conversion will be ___________________

_______________________________________________________________________________

Date _________________________ Signature ________________________________

Director/Manager/Secretary

Rubber stamp of company if any, or of secretaries

Postal address of Company _______________________________

_________________________________________________________

Perforated (To be completed by company)

Amended Certificate of Incorporation relating to conversion of one

type or form of Company into another type or form of Company dated

_____________________, herewith

Name of Company Registrar of Companies

Postal address

Date stamp of companies

Registration Office

108 Government Gazette 10 August 2010 No. 4536

Form CM 46

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 180) (Regulation 38(1))

(to be lodged in duplicate)

CERTIFICATE TO COMMENCE BUSINESS

Registration Number of Company

I hereby certify that ..............................................................................................................................,

which was incorporated on the …………………… day of …………………….............………… of

the year ……..……., has complied with the requirements of section 180 of the Companies Act, 2004,

and is with effect from this day entitled to commence business.

Signed and sealed at ........................................... this ................ day of ..............................................

of the year ............................

....................................................

Registrar of Companies

Seal of the Companies Registration Office

This certificate is not valid unless sealed by the Seal of the Companies Registration Office.

No. 4536 Government Gazette 10 August 2010 109

Form CM 46 continued

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 180) (Regulation 38(1))

APPLICATION FOR CERTIFICATE TO COMMENCE BUSINESS

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$60,00 plus annual

duty

Name of Company:

...............................................................................................................................................................

The Company which was incorporated on the ................ day of .......................................................

of the year .................................... applies for a certificate to commence business and attaches hereto

the documents prescribed by regulation 30.

The financial year of the Company ends on the ……........……………………………… each year.

Postal Address

Signature ___________________________

Director/Secretary/Manager

_________________________________________

Name in block capitals

Perforated (To be completed by company)

Certificate to commence business dated __________________________,

herewith

Name of Company

Registrar of Companies

Postal address

Date stamp of companies

Registration Office

110 Government Gazette 10 August 2010 No. 4536

Form CM 47

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 180(3)) (Regulation 38 (1)(b))

STATEMENT BY EACH DIRECTOR REGARDING

ADEQUACY OF CAPITAL OF COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$25,00

Name of Company

Date of Registration

I, of

declare that: (provide residential address above)

1. I have consented to be and I am a director of the above mentioned company.

2.* The capital of the Company is adequate for the purposes of the company and its business.

3.* The capital of the company is inadequate for the purposes of the company and its business for

the following reasons:_ _______________________________________________________

_ _________________________________________________________________________

4.* Having regard to my statement in paragraph 3, the company is to be financed in the following

manner and from the following sources: _ ________________________________________

_ _________________________________________________________________________

Signed at __________________ this _________ day of __________________ of the year _______

in the presence of the witness whose signature appears below.

______________________

Director

Witness

Signature

Full Names

Occupation

Residential Address

Business Address

*Delete whichever is not applicable

No. 4536 Government Gazette 10 August 2010 111

Form CM 48

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 180(2)) (Regulation 38(1)(a))

AFFIDAVIT PURSUANT TO SECTION 180(2) OF THE ACT

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$25,00

Name of Company

Date of registration

I, of

do hereby make oath/affirmation* and say:

1. I am a director/secretary* of the abovementioned company.

2. In my capacity as director/secretary* I have full access to the books and papers of the company.

3.* (a) Every director has paid to the company for each of the shares taken or contracted to be

taken by him/her, and for which he/she is liable to pay in cash, the full subscription price.

3.* (b) No director of the company is, by its articles, required to hold any shares of the company

to qualify to be a director.

4. Shares paid for in cash have been allotted to a total amount of not less than the minimum

subscription stated in the prospectus to be N$ _________________ (repeat amount in words)

N$ _______________________________________________________________________.

5. No money is or may become repayable to applicants for any shares which have been offered

to the public by reason of the refusal of an application for permission for the shares to be dealt

in on a stock exchange or the dismissal of an appeal against such refusal.

Dated this day of of the year

__________________________________________

Signature

I certify that the deponent acknowledges that he/she is fully conversant with and understands the

contents of this affidavit.

Sworn to/affirmed* and signed before me at this ______day of _________________ of the year ____

Address of Commissioner of Oaths/Justice of the Peace*:

______________________________________

______________________________________ ____________________________________

Commissioner of Oaths/Justice of the Peace*

*Delete whichever is not applicable.

112 Government Gazette 10 August 2010 No. 4536

Form CM 49

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 328(2)) (Regulation 55(1)(g))

(to be lodged in duplicate)

CERTIFICATE OF REGISTRATION OF MEMORANDUM OF EXTERNAL COMPANY

Registration Number of Company

I hereby certify that _______________________________________________________________

which has been incorporated in ______________________________________________________

according to the laws of the _________________________________________________________

having lodged its memorandum with me, has this day been registered as an external company in the

Republic of Namibia.

Signed and sealed at _______________ this _____ day of ______________, of the year ________

______________________

Registrar of Companies

Seal of Companies Registration Office

This certificate is not valid unless sealed by the Seal of the Companies Registration Office.

No. 4536 Government Gazette 10 August 2010 113

Form CM 49 continued

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 328(1)) (Regulation 55(1)(g))

APPLICATION FOR THE REGISTRATION OF MEMORANDUM

OF EXTERNAL COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$100,00 plus annual

duty under section 183

Name of Company ________________________________________________________________

which has been incorporated in ______________________________________________________

according to the laws of the _________________________________________________________

requires registration as an external company in the Republic of Namibia.

The issued capital of the company is __________________________________________________

which is the equivalent, at current rates of exchange to N$ _________________________________

The financial year of the Company ends on the _________________________ of each year.

The sole purpose for which the company is establishing a place of business in Namibia is to

establish a share office and/or a share registration office.*

*Delete if not applicable.

Dated this ……............….. day of …………………...............……………. of the year ……………

.............................................................................................

Signature of person acting on behalf of external Company

Particulars of person acting on behalf of external company for the purposes of its registration

Full names ____________________________________________________________

Occupation ____________________________________________________________

Business address ____________________________________________________________

Postal Address ___________________________________________________________

114 Government Gazette 10 August 2010 No. 4536

PART A Form CM 50

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 311(3)) (Regulation 50(3))

(to be lodged in duplicate)

APPLICATION FOR PROVISIONAL ANNUAL FINANCIAL STATEMENTS

IN RESPECT OF A PRIVATE COMPANY

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$40,00

Name of Company ________________________________________________________________

Registered address Postal address (if known)

Date of end of financial year ________________________________________________________

I, ___________________________________________________________________________, of

(full names in block capitals)

Residential of business address Postal address

am the holder of __________________________________ ______________________________

(number) (class)

shares in the abovementioned company.

As at the date of this application the company has not issued its annual financial statements in terms

of section 311(1) of the Act.

I request that provisional annual financial statements be made available for the following reasons:

(use separate sheets, if necessary)

Date ________________________ Signature ______________________________________

No. 4536 Government Gazette 10 August 2010 115

PARTB Form CM 50

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 311) (Regulation 50(3))

FOR USE BY THE REGISTRAR OF COMPANIES

The Directors,

............................................................................

Sir/Madam

The Registrar of Companies wishes to draw your attention to the request contained herein and to

sections 311(2) and 315 of the Companies Act, 2004.

The Registrar of Companies is of the opinion that the applicant has shown good cause for his/her

request.

Please arrange for provisional annual financial statements for the financial year which ended as

shown on the reverse side of this form to be lodged with the Registrar of Companies within six weeks

of the date of this notice.

If the annual financial statements have been issued, please return this notice to the Registrar of

Companies showing the date on which such annual financial statements had been sent to members.

Yours faithfully

Registrar of Companies

Date Stamp of Companies

Registration Office

116 Government Gazette 10 August 2010 No. 4536

Form CM 51

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Regulation 23)

CERTIFICATION OF ADDITIONAL COPIES OF DOCUMENTS

LODGED FOR REGISTRATION

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$5,00

I/We* __________________________________________________________________________

(Name of Company of Person)

require that the following/additional* copies of _________________________________________

_______________________________________________________________________________

be certified.

Date _____________________________________ Signature _________________________

A separate form is to be used for each copy to be certified.

Delete whichever is not applicable

No. 4536 Government Gazette 10 August 2010 117

Form CM 52

REPUBLIC OF NAMIBIA

COMPANIES ACT, 2004

(Section 306(6)) (Regulation 50)

APPLICATION FOR EXEMPTION FROM LODGING ANNUAL FINANCIAL

STATEMENTS IN RESPECT OF SUBSIDIARIES

Registration Number of Company Revenue stamp or

revenue franking

machine impression

N$20,00

Name of holding company

Names of subsidiaries (if any) Registration Numbers

Application is made by the abovementioned holding company to be exempted from lodging with the

Registrar annual financial statements in respect of the abovementioned subsidiary private companies.

The reasons for making the application are:

(Separate sheet may be used)

Perforated (To be completed by company)

Application to Registrar by company for exemption from lodging annual financial statements in

respect of subsidiaries.

Dated

Name of company Approved

Not approved

Postal address

Registrar of Companies

If approved, the exemption is only valid for a period of two years from Date stamp of Companies

this date. Registration Office

Not valid unless stamped by Registrar of Companies

________________