Public Notice 201119 – Revised fees 2019

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Category: Public notice

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GOVERNMENT GAZETTE

OF THE

REPUBLIC OF NAMIBIA

N$6.00 WINDHOEK - 31 October 2019 No. 7032

CONTENTS

Page

GOVERNMENT NOTICES

No. 309 Regulations relating to fees for Acts and services rendered for copyright: Copyright and Neighbouring

Rights Protection Act, 1994 .................................................................................................................... 1

No. 310 Amendment of regulations under Close Corporations Act: Close Corporations Act, 1988 ................... 2

No. 311 Amendment of Companies Administrative Regulations: Companies Act, 2004 . .................................. 3

________________

Government Notices

MINISTRY OF INDUSTRIALISATION, TRADE AND SME DEVELOPMENT

No. 309 2019

REGULATIONS RELATING TO FEES FOR ACTS AND SERVICES RENDERED FOR

Under section 61 of the Copyright and Neighbouring Rights Protection Act, 1994 (Act No. 6 of

1994) read with section 30 of the Business and Intellectual Property Authority Act, 2016 (Act No. 8

of 2016), on the recommendation of the Board, I have made the regulations set out in the Schedule

with effect from 1 November 2019.

T. Tweya

Minister of Industrialisation,

Trade and SME Development Windhoek, 7 October 2019

2 Government Gazette 31 October 2019 7032

SCHEDULE

Definitions

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

the Act has the same meaning, and unless the context otherwise indicates -

“the Act” means the Copyright and Neighbouring Rights Protection Act, 1994 (Act No. 6 of 1994).

Charging of fees for acts done and services rendered

2. BIPA must charge fees for any act done or any service rendered in relation to

TABLE

FEES FOR ACTS DONE AND SERVICES RENDERED IN

RELATION TO COPYRIGHT

Description of Act or Service Fees in (N$)

1. Application for copyright per work 200

2. Addendum on a book 50

3. Application for amendment of a work before registration 100

4. Application for amendment of a work after registration 100

5. Copy of extracts from the register per page 10

6. Copy of document per page 3

7. Consultation of register 10

8. Application for recognition as copyright owners’ collecting society 1000

________________

MINISTRY OF INDUSTRIALISATION, TRADE AND SME DEVELOPMENT

No. 310 2019

AMENDMENT OF REGULATIONS UNDER THE CLOSE CORPORATIONS ACT:

CLOSE CORPORATIONS ACT, 1988

Under section 10 of the Close Corporations Act, 1988 (Act No. 26 of 1988) I have amended the

Regulations under the Close Corporations Act as set out in the Schedule.

T. TWEYA

MINISTER OF INDUSTRIALISATION,

TRADE AND SME DEVELOPMENT Windhoek, 14 October 2019

SCHEDULE

Definitions

1. In these regulations “the Regulations” means the Regulations under the Close

Corporations Act, 1988 published under Government Notice No. 43 of 30 March 1994 as amended

by Government Notice Nos. 83 of 1 June 1994, 97 of 1 July 2006, 294 of 14 December 2012 and 19

of 13 February 2015.

7032 Government Gazette 31 October 2019 3

Amendment of Schedule 1 of Regulations

2. Schedule 1 to the Regulations is amended by the substitution for Schedule 1 of the

following Schedule:

“Schedule 1

The following fees are payable in terms of the Act and these regulations in the manner prescribed in

regulation 5.

Corresponding

Fees Payable

Item Services CC Form

(N$)

(if any)

1 Registration of a Founding Statement 150.00 CC1

Registration of an Amended Founding Statement in respect

2 60.00 CC2

of particulars in Part A thereof

3 Restoration of the registration of a Corporation 225.00 CC3

4 Registration of an order of the Court 60.00 CC5

5 Registration of a resolution to wind-up voluntarily 60.00 CC6

6 Annual Duty 120.00 CC7

7 Application for reservation of a name 75.00 CC8

8 Change of the end of the current financial year 60.00 CC9

9 Consideration of an objection to a name 450.00 See note

Inspection into a corporation file in the Registration

10 See note

Office

(a) Personally by applicant 10.00 See note

(b) On the written request of an applicant (*includes up to 20

20.00 See note

photocopies of documents thereafter 0.50c per copy)

11 Photocopies

(a) Photocopy of a document, approximately 298mm by

1.00 See note

210mm in size or smaller (per copy)

(b) Photocopy on paper reproduced on micro film (per copy) 1.00 See note

2.00 See note

(per copy)

Certification of a document or part of a document

12 10.00 See note

(per document)

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

13 40.00

form or other document or part thereof See note

(Note: Corresponding form to be provided by the Registration Office)

________________

MINISTRY OF INDUSTRIALISATION, TRADE AND SME DEVELOPMENT

No. 311 2019

AMENDMENT OF COMPANIES ADMINISTRATIVE REGULATIONS:

COMPANIES ACT, 2004

Under section 13 of the Companies Act, 2004 (Act No. 24 of 2004) I have amended the Companies

Administrative Regulations as set out in the Schedule.

4 Government Gazette 31 October 2019 7032

T. TWEYA

MINISTER OF INDUSTRIALISATION,

TRADE AND SME DEVELOPMENT Windhoek, 14 October 2019

SCHEDULE

Definitions

1. In these regulations “the Regulations” means the Companies Administrative

Regulations published under Government Notice No. 173 of 10 August 2010 as amended by

Government Notice No. 207 of 1 September 2016 and Government Notice No. 310 of 1 December

2017.

Amendment of Annexure 1 to Regulations

2. Annexure 1 to the Regulations is amended by the substitution for Annexure 1 of the

following Annexure:

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. The Payments must be made as prescribed in regulations 8 and 9.

3. This Annexure is effective from the date of publication in the Gazette.

Corresponding

Fees Payable

Item Services CM Form

(N$)

(if any)

1 (a) Registration of memorandum and articles of a company 150.00 CM 2

(section 68(1) and regulations 17 and 18). CM 4

CM 49

(b) Additional fee in respect of registration of memorandum and

articles (section 68(1)) -

(i) a company having a nominal share capital having 7.50 CM 2

shares of par value, for each thousand Namibian dollars

or part thereof -

(ii) a company having shares of no-par value, for each 7.50 CM 2

thousand shares or part thereof -

(iii) a company having both shares of par value and shares 7.50 CM 2

of no-par value, the aggregate of the amounts calculated

on the basis laid down in paragraphs (b)(i) and (ii) of

this item.

2 Reservation of a name, a shortened form of a name or a defensive 75.00 CM 5

name (sections 48(1) or 49 of the Act and regulation 14).

Extension of the period of the reservation of a name, a shortened 75.00 CM 6

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

Act and regulation 14).

7032 Government Gazette 31 October 2019 5

3 Registration of a shortened form of a name (section 49(1) of the 60.00 CM 7

Act and regulation 15).

Registration of a defensive name for two years (section 49(2)(a) of 300.00 CM 8

the Act and regulation 15).

Renewal of the registration of a defensive name (section 49(2) (b) 160.00 CM 8A

of the Act and regulation 15).

4 Registration of a change of a name (section 50(1) of the Act and 60.00 CM 9

regulation 16). CM 26

Registration of a change of a shortened form of a name (section 120.00 CM 9A

50(2)(a) of the Act and regulation 16).

Deregistration of a shortened form of a name (section 50(2)(b) of 60.00 CM 9B

the Act and regulation 16).

5 Submission of a certificate of consolidation of articles (section 66 70.00 CM 10

of the Act and regulation 19).

6 Increase of share capital for shares of a par value, for each 10.00 CM 11

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

is increased (section 81(2)(a) of the Act and regulation 24).

Increase of share capital for shares with no par value for each 10.00 CM 11

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).

Registration of a special resolution to approve the acquisition 120.00 CM 14

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

regulation 24).

7 Statement of payment of commission on shares (section 86 of the 20.00 CM 12

Act and regulation 25).

8 Fees for late submissions/failure to lodge returns (Section 186 of 300.00 CM 15

the Act and regulation 60). CM 23

CM 26

CM 29

CM 31

9 Lodgement of allotment of shares (section 99(3) and (4) of the Act 20.00 CM 15

and regulation 26). CM 16

10 Application for extension of time (sections 102(1), 185, 187(4) 75.00 CM 17

and 314(3) of the Act and regulation 27).

11 Registration of an order by the Court (sections 260(5), 317(7) and 40.00 CM 18

319(4) of the Act and regulation 28).

12 Redeeming of redeemable preference shares (section 104 of the 20.00 CM 19

Act and regulation 29).

13 Variation of rights in respect of shares of a company (section 20.00 CM 20

108(3) of the Act and regulation 30).

14 Notice of places where registers are kept (section 114(2), 117, 136, 20.00 CM 21

223(4), 238(2) and 248(2) of the Act and regulation 32).

15 Notice of postal address and registered office of a company 20.00 CM 22

(section 178 of the Act and regulation 37).

16 Lodgement of annual return (section 181(1) and 336 of the Act and 160.00 CM 23

regulation 39).

6 Government Gazette 31 October 2019 7032

17 Lodgement of annual duties (section 182 and 183 of the Act and 160.00 CM 23

regulation 40).

a) in the case of a company having a nominal share capital, N$6.50 for -

N$6.50 per each ten thousand Namibian dollars or part every

N$10,000.00

thereof of its issued share capital plus the amount of its share

premium account and the amount of any undistributable or part thereof

of its issued

reserve fund of the company, to the extent that it consists of

an amount transferred from its share premium account; share capital +

premium and

b) in the case of a company having shares of no par value, undistributable -

N$6.50 per each ten thousand Namibian dollars or part reserve funds

thereof of the amount of its stated capital account

c) in the case of a company having both shares of par value -

and shares of no par value, 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$6.50 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,

e) except that the minimum amount of the annual duty payable

is N$130.00 (excluding the fee payable for the lodgement of

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

18 Registration of consent to waive period of notice of meeting to 10.00 CM 25

pass special resolution (section 207(5) of the Act and regulation

43).

Registration of a special resolution (section 208(1) of the Act and 160.00 CM 26

regulation 43).

19 Director’s contract to subscribe to shares (section 219(1)(b) of the 20.00 CM 28

Act and regulation 45).

Written consent lodged within a further period as contemplated in 20.00 -

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.)

20 Register of directors, officers, auditors and secretaries (section 20.00 CM 29

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

Act and regulation 46).

21 Notice of failure to appoint or reappoint auditor (section 279(2) 20.00 CM 30

and regulation 47).

Notice of, consent to appointment, change of name, or resignation 20.00 CM 31

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).

22 Change of the end of the financial year of a company (sections 60.00 CM 32

293(2) and 335(3) of the Act and regulation 48).

23 Application for approval that group annual financial statements 136.00 CM 33

need not deal with a subsidiary (section 299(3) of the Act and

regulation 49).

24 Lodgement of annual financial statements and group annual 20.00 CM 34

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).

7032 Government Gazette 31 October 2019 7

25 Approving that interim reports need not be issued (section 314(2) 80.00 CM 35

read with section 299(3) of the Act and regulation 51).

26 Take-over offer and take-over statement (section 320(2)(c), 322(3) 20.00 CM 36

and 324 of the Act and regulation 52).

27 The appointment by an external company of an authorised person 20.00 CM 37

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

Two copies of the written notice of a withdrawal by an authorised 20.00 CM 38

person (section 332(2) of the Act and regulation 54).

28 Registration of an alteration made to the memorandum of an 75.00 CM 39

external company (section 334 of the Act and regulation 56).

29 Appointment of liquidator, provisional judicial manager and final 20.00 CM 40

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

(ii) of the Act and regulation 57).

30 A copy of particulars and a copy of a statement by the Registrar 20.00 CM 43

(section 427(3) of the Act and regulation 59).

31 Registration of a special resolution for the conversion of one type 40.00 CM 45

or form of a company into another type or form of a company 80.00 CM 26

(section 30(1) of the Act and regulation 13).

32 Issuing of a certificate to commence business (section 180 of the 100.00 CM 46

Act and regulation 38).

33 Statement by each director regarding adequacy of capital of 50.00 CM 47

company (section 180(3) of the Act and regulation 38(1) (b)).

34 Affidavit regarding adequacy of capital of company (section 50.00 CM 48

180(2) of the Act and regulation 38(1)(a)).

35 Registration of a memorandum of an external company (section 150.00 CM 49

328 of the Act and regulation 55).

36 Application by a member of a private company requesting the 80.00 CM 50

submission of provisional financial statements of that private

company (section 311(3) of the Act and regulation 50).

37 Certification of additional copies of documents by the Registrar 10.00 CM 51

(per document) (regulation 23).

38 Application by a public company for exemption from lodging 40.00 CM 52

annual financial statements in respect of subsidiaries (section

306(6) of the Act and regulation 50).

39 Regulation 41 of Regulations.

(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 sub

regulation (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$10,000.00.

8 Government Gazette 31 October 2019 7032

40 Failure to hold annual general meeting within time or extended 10.00 per day -

time, pays additional fees of NS10.00 every day but not exceeding

the maximum fee of NS10,000.00.

41 Examination of documents and drafts of documents (excluding 150 -

prospectuses), per document or draft (regulation 6).

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 100.00 -

and regulation 6).

42 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; 10.00 -

(ii) copies on written request includes up to 12 photocopies 20.00 -

of a document, thereafter N$0,50 per copy for each

page of the document exceeding 12 pages - certification

excluded);

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

regulation 10) -

(i) inspection in person; 10.00 -

(ii) copies on written request (includes up to 12 photocopies 20.00 -

of a document, thereafter N$0,50 per copy for each

page of the document exceeding 12 pages - certification

excluded);

regulation 10);

(d) copies of inspector’s report (includes up to 12 photocopies 20.00 -

of the report, thereafter N$0,50 per copy for each page of

the report exceeding 12 pages (section269 of the Act and

regulation 10).

43 (a) Photocopy of document, size approximately 298 mm by 210 2.00 -

mm or smaller (per copy) (regulation 10).

(b) Photocopy on paper reproduced from microfilm (per copy) 2.00 -

(regulation 10).

44 Certification of a document or part of a document (per document) 20.00 -

(regulation 5).

45 Examination of documents and drafts of documents (excluding 150.00 -

prospectuses), per document or draft (regulation 6).

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 100.00 -

and regulation 6).

7032 Government Gazette 31 October 2019 9

46 Inspection of or copies of, as the case maybe:

(a) a company file with the Registrar (section 8 of the Act and 10.00 -

regulation 10) -

(i) inspection in person; 20.00 -

(ii) copies on written request includes up to 12 photocopies 10.00 -

of a document, thereafter N$0,50 per copy for each

page of the document exceeding 12 pages - certification

excluded);

(e) the central register of directors (section 8 of the Act and 20.00 -

regulation 10) -

(iii) inspection in person;

(iv) 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);

(f) the register of members (section 120(1) of the Act and 20.00 -

regulation 10);

(g) copies of inspector’s report (includes up to 12 photocopies 20.00 -

of the report, thereafter N$0,50 per copy for each page of

the report exceeding 12 pages (section269 of the Act and

regulation 10).

47 Fee per day for failure to hold annual general meeting (section187 10.00 -

(8) of the Act and regulation 42).

Maximum fee (section 187(8) of the Act and regulation 42). 150.00 -

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

meeting must be held (sections 187(4), 187(5) and 190 of the Act 80.00 -

and regulation 42).

48 Registration of a written statement of an offer of shares of a public 315.00 -

company (section 109(9) of the Act and regulation 31).

49 Fee for disclosure of beneficial interest in securities (section 147(6)

of the Act and regulation 33):

In respect of each nominee 20.00 -

Maximum fee 1,875.00 -

50 Application for exclusion of members or debenture holders from 115.00 -

rights offer (section 148(2) of the Act and regulation 34).

51 Registration of a letter of allocation (section 153(1) of the Act and 50.00 -

regulation 35).

52 Registration of prospectus (section 163(1) of the Act and regulation 625.00 -

36).

53 Consideration of objection contemplated in section 51(2) of the 430.00 -

Act (regulation 16).

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