Which form do I need?

Pick the kind of business you have, or want to start. This lists every form that applies to it, what to gather first, and what it costs.

Close corporation Private company (Pty) Ltd Public company Ltd Section 21 / non-profit

About a close corporation

One to ten members. Section 28 of the Close Corporations Act: a corporation may have one or more members, but at no time may the number exceed ten.
Members must be natural people. Section 29(1) says only natural persons may be members, and no company or trustee of a living trust may hold a member's interest — directly, or through a nominee. The narrow exceptions in section 29(2) are for a trustee of a testamentary trust, or an executor or curator acting for a member who has died or cannot manage their own affairs.
A close corporation has an accounting officer, not an auditor.

What you might need to do

File our annual duty return

CC7 — Annual duty return — close corporation. A close corporation lodges a CC7, which declares the members and raises the duty. Accepting the return is not payment: the duty is met when the money reconciles.

Usually decided within a few working days. The duty itself is met when the payment reconciles, not when the return is accepted.

Fee N$120 annual duty. Paying late costs a multiple of it, and the form works out what you owe before you submit.

Prepare before you start

Every member's full name and percentage interest. The interests must total 100%.
The end of your financial year.

Declare who ultimately owns or controls us, for the first time

BO1 — Beneficial ownership — full declaration. The first beneficial-ownership filing is always a BO1. A BO2 only confirms that what BIPA already holds is unchanged, so it cannot be the first.

Usually decided within a few working days.

BIPA publishes no fee for the beneficial-ownership declaration.

Prepare before you start

For each beneficial owner: full name, any previous name, date and place of birth, nationality, residential and business address, telephone, email, tax number if any, and their identity document type, number and issuing country.
Which of the eight statutory tests each owner meets. A person who meets none of them is not a beneficial owner.
A certified or notarised copy of proof of identity for EACH beneficial owner, not older than 6 months.
Proof of registration with an Accountable Institution or the FIC, where one is involved.

Confirm our beneficial ownership has not changed

BO2 — Beneficial ownership — annual attestation. BO2 is the annual attestation, for entities that have previously filed. It must also be lodged within 7 days of any change.

Usually decided within a few working days.

BIPA publishes no fee for the beneficial-ownership attestation.

Prepare before you start

The name of the person making the declaration.
An email address or mobile number BIPA can reach you on.

Change our members, name, address or principal business

CC2 — Amended founding statement. A close corporation changes all of these on one amended founding statement. Regulation 12(2) makes it a full restatement — but the platform pre-fills what it already holds, because we have a memory and paper does not.

Usually decided within a few working days.

Fee N$60.

Prepare before you start

Every particular, not only the ones that changed — regulation 12(2) requires the statement to be completed in full.
For a change of name: an approved CC8 name reservation that has not expired.
For a new member: their full name, identity number or date of birth, the size of their interest as a percentage, and what they contributed.
For a new accounting officer: their written consent to the appointment, which regulation 12(5) requires.
Your annual duty paid up to date. BIPA will not register an amended founding statement while a balance is outstanding.

Change the end of our financial year

CC9 — Financial year end. s.57(2): six months either way, once a financial year, with additional duty on an extension. BIPA's printed CC2 shows this field in Part A, but the Gazette schedules CC9 separately and the Registrar decides it — so it is NOT part of an amended founding statement.

Usually decided within a few working days.

Fee N$60.

Prepare before you start

The date the financial year currently ends, and the new date.
Your reasons, if you are extending the year.
Proof that the additional annual duty for the period of an extension has been paid — BIPA requires it where the year is extended.

Convert our close corporation into a company

Conversion into a company. Companies Act s.33: with every member's written consent, the corporation applies to be incorporated as a company, and stays the same legal person (s.34(3)).

Usually decided within a few working days.

Fee N$150 to register the memorandum, plus N$7.50 for every N$1,000 of share capital or part of it.

Prepare before you start

The written consent of every member; every member becomes a shareholder, and the shares need not follow their interests.
The share capital, as a new company's memorandum states it, and the shares each member will hold.
The fair value of the assets and the liabilities: the paid-up capital may not exceed the difference.
The accounting officer's statement under section 33(4)(b) — the register must already hold that accounting officer.
A name approved for a private or public company.

Close the corporation voluntarily

CC6 — Voluntary winding-up. s.67. The resolution lapses if the Registrar has not registered it in time, so lodging promptly matters.

Usually decided within a few working days.

Fee N$60.

Prepare before you start

A resolution passed at a meeting called to consider the winding-up, signed by EVERY member. Section 67(1) does not accept a majority.
Whether the winding-up is by the members or by the creditors.
The date of the meeting — the 90-day clock runs from it.

Lodge a court order that changes our founding statement

CC5 — Order of Court. A court order altering a founding statement is lodged on a CC5.

Usually decided within a few working days.

Fee N$60.

Prepare before you start

A copy of the order, and the date the Court made it.
What the order directs, in the order's own terms.
The amended founding statement (CC2) giving effect to it — lodge that once this order is registered.

Protect a name without registering a business under it

CM8 — Defensive name. A defensive name is registered under section 49(2) for up to two years and renewed on a CM8A. It reserves nothing and registers no business — it stops the name being taken.

Registered for up to two years, and renewable.

Fee N$300.

Prepare before you start

The name you want protected.
Proof of your direct and material interest in it. Section 49(2) requires the Registrar to be satisfied of this, and an application without it is what gets refused.
A translation into English, if the name is in another language. Section 49(3) asks for one where it is possible.

Reserve a name for a new business

CC8 — Reservation of a name — close corporation. Checking a name against the 2024 guideline is free and writes nothing. Reserving it on a CC8 is the first step of registering.

A reservation, once granted, is valid for sixty days.

Fee N$75.

Prepare before you start

Your proposed names in order of preference. The Registrar works down the list and approves the first one that is available.
What the business will actually do. The Registrar checks that a descriptive name matches the business it describes.
Where the name comes from, or who it is associated with. BIPA's form asks for the association and its nature, or for the origin of the name.

Register a new close corporation

CC1 — Founding statement — close corporation. A close corporation is founded on a CC1. Reserve the name first — the founding statement is lodged against a reservation, and the corporation exists only when the Registrar accepts it.

BIPA's paper process takes 3 to 25 working days; a file retrieved from off-site storage adds 3 to 5.

Fee N$150.

Prepare before you start

Every member: surname, forenames, identity document, date of birth, nationality, residential address, and their contribution and percentage interest.
Your accounting officer's name, professional body and membership number, and their written consent to act.
The registered office, the postal address and the principal business.
The end of the financial year.

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