Business Registration

STARTING A BUSINESS IN NAMIBIA

BIPA is mandated to regulate and administer the registration of business and industrial property in terms of applicable legislation with the objective of facilitating economic growth and development, promoting investment and creating employment through enhancing the efficient protection of business and intellectual property in Namibia.

Who can register a business in Namibia?

Anyone with a valid passport and identity documents can register a business in Namibia, including Namibian citizens and foreign nationals.

What types of businesses can one register with BIPA?

Types of Businesses:

Close Corporations.

Private Companies, Foreign Companies, and Section 21 Companies, each governed by specific sections of the Companies Act.

Where can I obtain application forms for Close Corporations and Companies?

Application forms can be obtained from the BIPA offices or from the BIPA website.

For close corporation forms: https://www.bipa.na/close-corporation-forms/

Frequently Asked Questions Business Registration

What are the type of Businesses that one can register with BIPA?

You can register a Defensive Name (used as to trade as Sole Proprietorship)

Close Corporation (a CC)

Private Company (Pty Ltd)

Public Company (Ltd)

Public company as Non-profit Association (also known as Section 21 Company).

What is a Company

A company is a more complex business structure.

It is a separate legal persona with its own rights, privileges and liabilities.

The owners of a company are its shareholders.

The shareholders appoint directors to oversee the operations of the company.

The company has a life of its own and does not dissolve when ownership changes.

Companies may be formed for profit or non-profit purposes and can assume any of the following forms.
Private company (Pty) Ltd- Limited to 50 shareholders

Public company (Lty) – unlimited shareholding

Non-Profit Association incorporated under Section 21 also a public company

External Companies

What are the Forms required to register a Company?

Submission of a name application/ reservation form CM5 – N$75

Application for a Certificate of Incorporation Certificate CM1

Certification Commence Business CM46 – N$100

Memorandum and Articles of Association in triplicate forms of which 2 x copies are certified by Notary Public
CM2 (N$150 + value of share capital)

CM44

CM44C

CM5 (Copy of approved name)

Notice of postal and registered address on CM22 – N$20

List of directors, Auditors and public Officers on CM29 – N$20

Appointment of an Auditor on CM31 – N$20

Statement by each Director regarding the Adequacy of Capital of company on CM47 – N$50

Application for Certificate to Commence Business on CM46 – N$100

Request for Submission of Additional Copies CM51 – N$10

What is a defensive name?

The purpose of a defensive name is to prevent the registration of another entity with that name, or a name as nearly resembling it; and once a defensive name is registered it will be protected for a period of 2 years, with a possible renewal of another 2 years ONLY. A defensive name is therefore not registered for the purpose of trading but only for the purpose of protecting a name, as stipulated in Section 49 (2) of the Companies Act, 2004.

What is the procedure to Register Private (Proprietary) Limited and Public (Limited) Companies?

Due to the relative complexity in the compilation of the registration documents, it is recommended that the service of a legal practitioner be sourced in this regard.
The Memorandum and Articles must be certified by a Notary Public

Documents must be adjusted to fit the specific circumstances and needs of each respective company
After preparation of the forms by the legal practitioner, such are submitted for registration to BIPA with the prescribed submission fees

What is a Close Corporation?

Formed by minimum one member and maximum of ten members.

The members own and manage the affairs close corporation

Ownership of the close corporation is referred to as percentage interest and must add up to a 100% as a total of all members interest.

The close corporation must be profit making in its intentions.

It is a legal persona separate from the members;

Liability ensues in case of negligence by the members (S63 and S64)

Forms required to register a Close Corporation

Form CC8 (N$75-00) – application for Name Reservation

Form CC1 N$150-00 – Founding Statement, in triplicate

Consent Letter – to be obtained from a certified accountant as per section 59(2)), registered with a recognized accounting body as per section 60(1).

Certified copies of identification documents of the members and the witnesses

Procedure to register a Close Corporation

Choose a unique name for your business

Apply to reserve the chosen name of Form CC8 (advisable to provide six optional names)

BIPA will consider the Names in accordance with the Name Guidelines

Following the approval of the Business Name

Submit Form CC1

BIPA will consider your application in accordance with the law.

What is the procedure to register a Defensive Name?

Choose a unique name as your Defensive Name

BIPA will consider the Names in accordance with the Name Guidelines

BIPA is obliged to protect the name by law

BIPA also protects the consumer against confusingly similar or undesirable names

What Forms needs to be lodged at BIPA?

CM 5 (N$75-00) – application for the name reservation

CM 8 (N$300-00) – actual registration

CM8A (N$160-00) – renewal

Defensive name is valid for 2 years and can be renewed for another 2 years with no further renewal

Can be Converted into a business entity (company or close corporation)

Can I view the registration information of businesses in Namibia?

In terms of the laws regulating the registration of businesses, BIPA is required to maintain a register of all registered entities, and such a register is open to the public for inspection. In order to gain access to such records, one must submit a request to BIPA by completing a ‘’file request form’’ at a BIPA Office or send an email to filerequest@bipa.na, and pay the associated fees. Thereafter, the records will be made available, for inspection at the office or on email. Due to the fact that BIPA does not maintain its own archive and document warehousing, the records are hosted off -premises and it takes about 3 to 5 days for a file to be delivered to BIPA.

For Companies forms: https://www.bipa.na/company-documents/

What is the application process for Name Reservation?

The first step is to start with name reservation using the CC8 form for Close Corporations and CM5 form for Companies.

Submit required documents, including certified Ids or Notarized passport copies for foreign nationals.

What are the fees for a Name Reservation application?

Name Reservation: N$75.00

Banking Details: https://www.bipa.na/banking-details/

Turnaround Times:

Name reservation takes 3 working days.

How do I register my Close Corporation (CC)?

Completed CC1 form (in triplicate) (N$150)

Original signed consent letter from a Registered Public Accountant

Copy of the approved name

Original certified copies of IDs for all the members and witnesses (for Namibians)

For Foreign Nationals: a certified Passport Copy – a required identification documentation from foreign jurisdictions should be notarised by a notary public

Copies of Beneficial Ownership (BO) of all Owners

Close Corporation registration takes 5 working days.

Steps to register a company

The applicable forms for the registration of Companies vary depending on the type of company to be registered.

External or Foreign Companies:https://www.bipa.na/businessregistration/companies/external/

Public Companies: https://www.bipa.na/business-registration/companies/public/

Private Companies:https://www.bipa.na/business-registration/companies/private/

Section 21/NGO: https://www.bipa.na/business-registration/companies/section-21ngo/

Company turns around time takes 25 days

FEES

Company Application Fees: The application fees vary depending on the share capital, number of directors and pro-rated annual duties. Click on the link for different companies’ fees: https://www.bipa.na/business-registration/application-fees/

For a guideline on how to ensure that your business name is succesfully reserved, please click here

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Business and Intellectual Property Authority (BIPA)

The Home of Business and IP Registrations, Administration and Regulation in Namibia

172 Jan Jonker Road

Ausspanplatz

P. O. Box 185

Windhoek, Namibia

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