Registrar Directive 02 of 2024 Advance Lodgement of Annual Returns contrary to provisions of the Law

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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

LINTRODUCTION:

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

4, Pursuant to section 181(1) and 336 (2) 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,

lose Corporations

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

11(2) 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 thereaft

‘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 isto report for

2 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

's considered to be non-complia

2004 (Act No. 28 of 2004).

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3.0 JAN 2024

2. CONSIDERING THE ABOVE, THE REGISTRAR HERESY

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.

22 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.

23 Companies are hereby reminded that upon lodging

their annual return by the end of thelr 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

lnformation to the Registrar by lodging the Beneficial

‘Ownership Declaration Form in terms of section 122A of the

Companies Act as amended.

24 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: hit s:/nww.bipa.na/annui

duty/ oF at our office at 3 Ruhr Street, Northern Industral

Area, Windhoek.

BY ORDER:

REGISTRAR OF BUSINESS AND INTELLECTUAL PROPERTY

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