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. A section 21 company pays no annual duty — section 182(1) exempts it.

Prepare before you start

• No share capital figures. Section 182(1) exempts a section 21 company from the annual duty, and those figures exist only to compute it.
• 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.

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 non-profit company under section 21

CM4 — Memorandum of association — company without a share capital. A section 21 company has no share capital, so it is founded on a CM4 rather than a CM2. 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.

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.
• No share capital and no shares. A section 21 company has neither, and the form does not ask for them.
• 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, the CM4A guarantee, the association clause and the CM44B articles. None is lodged here yet — bring them to BIPA with the rest of the file.

Find these forms in the library