Public Notice 31012024 – Registrar’s Directive 02 of 2024  Advance lodgement of annual returns contrary to provisions of the law regulating companies and close corporations

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bipa

REGISTRAR’S DIRECTIVE

02 of 2024

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ADVANCE LODGEMENT OF ANNUAL RETURNS CONTRARY TO PROVISIONS OF THE

LAW REGULATING COMPANIES AND CLOSE CORPORATIONS

1. INTRODUCTION:

The Business and Intellectual Property Authority (BIPA) is

mandated to regulate and administer the registration of

business and industrial property under the applicable

legislation in terms of Section 5 (1) (a) of the Business and

Intellectual Property Authority Act, 2016 (No. 8 of 2016).

Companies

1. Pursuant to section 181(1} and 336 (1) respectively, as

well as regulation 39 of the Companies Act, 2004 (Act

No. 28 of 2004), companies and external companies

incorporated under this Act are mandated to annually

lodge, no later than one month after the conclusion of

their_financial year, an annual return (CM23) to the

Registrar, accompanied by the prescribed fee.

Close Corporations

1. Similarly, in accordance with section 13(2) and regulation

11(1) of the Close Corporations Act, 1988 (Act No. 26 of

1988), Close Corporations are obligated to pay annual

duties to the Registrar on the prescribed form (CC7)

annually at the conclusion of their financial year, and no

later than one month thereafter.

CONCERN RAISED:

It has been brought to the attention of the Registrar that

companies and/or their representatives have adopted a

practice of submitting annual returns one (1) or even two (2)

years in advance.

The fundamental purpose of the annual return is to report for

a 12-month accounting period, concluding at the end of the

respective financial year. BIPA uses this information to ensure

that it is in possession of the latest information of the

company. Any submission made before the prescribed period

is considered to be non-complian mpanies Act,

2004 (Act No. 28 of 2004).

30 JAN mak

2. CONSIDERING THE ABOVE, THE REGISTRAR HEREBY

DIRECTS THAT:

2.1 Effective from 01 February 2024, no company or

their representatives may submit their annual return in

advance of the conclusion of their financial year.

2.2 Any annual return received outside the legally

prescribed reporting period will not be accepted or

processed by BIPA. In the event that such a submission is

erroneously accepted, it shall be deemed as if such

lodgement was never made.

2.3 Companies are hereby reminded that upon lodging

their annual return by the end of their financial year and

upon payment of the applicable annual duty in terms of

sections 182 and 183 of the Companies Act, 2004, to

provide accurate and up-to-date beneficial ownership

information to the Registrar by lodging the Beneficial

Ownership Declaration Form in terms of section 122A of the

Companies Act as amended.

2.4 Similarly, Close Corporations are reminded to pay

their annual duty in terms of section 13 (2) of the Close

Corporations Act, 1988, are required to provide accurate

and up-to-date beneficial ownership information to the

Registrar by lodging the Beneficial Ownership Declaration

Form in terms of section 16A of the Close Corporations Act

as amended.

INFORMATION:

3. All information, referred to herein above, may be

accessed via our website: hitps://www.bipa.na/annual-

duty/ or at our office at 3 Ruhr Street, Northern Industrial

Area, Windhoek.

BY ORDER:

REGISTRAR OF BUSINESS AND INTELLECTUAL PROPERTY

30 JANUARY 2024

P.O. Box 185, Windhoek, amis

Tel: +26461 299 4400

Fax: +264 61 4010641

Emei!: info@bipa.na

www. bipa.na

OFFIC\AY