Which form do I need?

What you might need to do

File our annual return

CM23 — Annual return — company. A company lodges a CM23 each year under s.224.

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

Fee N$160 to lodge, plus the annual duty, which is worked out from your share capital. The form shows the total before you submit.

Prepare before you start

• Issued share capital, share premium, undistributable reserve and stated capital.
• The registered office and the principal business.

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.

Appoint or remove a director or officer

CM29 — Change of director or officer. s.224 gives 28 days to furnish the change and 14 to lodge it, so recording a change that happened weeks ago is the normal case.

Usually decided within a few working days.

Fee N$20.

Prepare before you start

• For an appointment: the person's full name, identity document, occupation, nationality and residential address.
• For a vacation: the date office was vacated and how it ended.
• An auditor is appointed or leaves office on a CM31, not here.
• A signed CM27 consent for each person appointed — keep it with the company; section 224(4) does not require you to send it here.

Change our auditor

CM31 — Auditor. A resignation takes effect on RECEIPT under s.288(3), unlike every other filing here. A close corporation has an accounting officer, not an auditor.

Usually decided within a few working days.

Fee N$20.

Prepare before you start

• The auditor's written consent to the appointment, and their declaration that they are not disqualified under section 283. Section 284(1) requires that consent on the prescribed form — Part I of this CM31, which the auditor completes and signs and sends to the company — so a letter on the auditor's own letterhead is not what the Act asks for.
• For a resignation: the auditor's declaration about material irregularities, which the auditor signs, not the company.

Change our registered or postal address

CM22 — Registered office and postal address. s.178(3) wants 21 days' notice of an intended change, and s.178(5) makes the Registrar's recording the thing that gives it effect.

Usually decided within a few working days.

Fee N$20.

Prepare before you start

• Both addresses — the one changing and the one staying. Section 178(1) requires a company to have both at all times.
• The registered office must be an address, not a post office box: it is where legal process is served.
• The date you intend the change to take effect. Shorter notice is accepted, but the Registrar may set a different date.

Pass the special resolution to change our name

CM26 — Special resolution. A change of name stands on a registered special resolution (s.208). The resolution is authority only once registered, so it comes first.

Usually decided within a few working days.

Fee N$160.

Prepare before you start

• The resolution exactly as passed, and the date it was passed.
• The section of the Act, or the paragraph of the memorandum or article, it was passed under.
• Either the notice convening the meeting, or the members' consent to waive that notice (CM25) — section 208(1) requires one of the two.

Change our company name

CM9 — Change of name. s.50, and it stands on a registered CM26 and an approved name reservation. The former name is kept as a closed period: s.50(4) says the change affects no right, debt or legal proceeding.

Usually decided within a few working days.

Fee N$60.

Prepare before you start

• A special resolution changing the name, already REGISTERED by the Registrar on a CM26 — not merely lodged.
• An approved, unexpired name reservation for the new name.
• If the company has a registered shortened form that no longer fits the new name, section 50(2) requires you to change or deregister it at the same time, on the shortened-form page (CM9A or CM9B).

Increase our share capital

CM11 — Share capital. Only a company having a share capital.

Usually decided within a few working days.

Fee N$10 for every N$1,000 of the increase, or part of it.

Prepare before you start

• The company's existing share capital and the amount of the increase. The fee is charged per thousand or part of a thousand, so it rounds up.
• For an acquisition of the company's own shares: a special resolution approving it, already registered on a CM26.

Convert our company into a close corporation

CC4 — Conversion into a close corporation. s.27. The entity is converted in place — it keeps its filings, payments and certificates, because it remains the same legal person.

Usually decided within a few working days.

There is no separate conversion fee. The founding statement lodged with the conversion carries the fee for registering it.

Prepare before you start

• Ten members or fewer, and every member of the company must become a member of the corporation.
• The fair value of the assets and the liabilities: the assets must exceed them, and the members' contributions together may not exceed the difference.
• A written statement from the company's auditor about material irregularities — the register must already hold that auditor. You attach it on the receipt after lodging.
• A name for the corporation: an approved one, or the company's own with "CC", which needs no reservation (section 19(2)).

Convert us into a different type of company

CM45 — Conversion of the company. ss.24-27 and s.30(1).

Usually decided within a few working days.

Fee N$40.

Prepare before you start

• A special resolution sanctioning the conversion, already REGISTERED by the Registrar on a CM26.
• Where you are converting into a section 21 non-profit association: confirmation that the company's share capital has been cancelled, which section 25 requires.

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

CM5 — Reservation of a name — company. Checking a name against the 2024 guideline is free and writes nothing. Reserving it on a CM5 is the first step of registering.

A reservation, once granted, is valid for two months.

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 private or public company

CM2 — Memorandum of association — company with a share capital. A company with a share capital is founded on a memorandum of association, the CM2 — not the CC1, which is a close corporation's founding statement. Reserve the name first; the memorandum is lodged against the reservation.

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

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

• Every subscriber to the memorandum: surname, forenames, occupation, identity document, date of birth, nationality, and their residential, business and postal addresses.
• The number of shares each subscriber takes up. A subscriber who takes none is not a subscriber, and the form will not accept one.
• The share capital of the company. Sections 182 and 183 make it the basis of the annual duty, so the form cannot be lodged without it.
• The registered office, the postal address and the principal business.
• The end of the financial year.
• BIPA also asks for the notarial certificate of collation of the memorandum and articles, and for the CM47 statement by each director on the adequacy of the company's capital. Neither is lodged here yet — bring them to BIPA with the rest of the file.

Find these forms in the library