Business Registration/Certificate License Application In Namibia

Business Registration

General Information

Public Companies, Private Companies and NGOs require Memorandum and Articles of Association that need to be certified by a Notary Public who is a member of the legal profession. Therefore applicants applying for any of the business entities are encouraged to use the services of legal practitioners.

Forms for Close Corporations (CC8, CC1 and CC2) and Defensive Names (CM5, CM8, and CM8A) are available at all offices of the Ministry of Industrialisation, Trade and SME Development (MITSMED) country-wide and at the Namibia Chambers of Commerce and Industry (NCCI) and its branches at no cost.

Once a client has collected their registered documents, they must also ensure compliance with the requirements of other relevant institutions namely:

• the Ministry of Finance (registration for VAT and Company Tax)
• the Ministry of Labour
• the Ministry of Home Affairs (work permits, visas, etc.)
• the Social Security Commission
• NAMFISA
• Local Authority by-laws such as those specified by the City of Windhoek, or local authorities in Swakopmund, Walvis Bay, Keetmanshoop, Oshakati etc.

Close Corporation

Procedure to register a close corporation  (CC)

You can apply for your Close Corporations as follows:

1. Submit  a name application/reservation form CC8. Name reservations can also be done online 
2. On approval of name reservation, submit a Founding Statement, form CC1. This requires the submission of the following documents:

• Copy of the approved form for name reservation
• Founding statement in triplicate
• Consent letter from the accounting officer
• Certified Copy of passport in case of foreigners

If no identity document has been issued, a written statement to this effect must be attached.

Minor children and other persons under legal disability must be assisted by their parent, guardians or representatives, as the case may be and the capacity must be stated.

Section 21/NGO

Procedure to register Non-Governmental Organisations (NGOs) and Associations not for Gain

1. Submission of name application/reservation form CM5 or reserve a name online
2. Once approved, you may apply for  a Certificate of Incorporation and Certificate to Commence Business. This requires the submission of the following documents:

• Memorandum and article of Association in triplicate of forms CM3, CM4, CM44B and CM44C.
• Copy of approved name on CM5
• Notice of postal and registered address on CM22
• List of Directors, Auditors and public Officers on CM29
• Appointment of an Auditor on CM31
• Application of Certificate of Registration of memorandum of External Company CM46
• Request for submission of additional Copies on CM51.

Private Companies

Procedure to register Private (proprietary) Limited and Public (Limited) Companies

1. Submit name application/reservation form CM5 or reserve a name online
2. Upon approval, you may apply for a Certificate of Incorporation and Certificate to Commence Business. This requires the submission of the following documents:

• Memorandum and article of Association in triplicate of forms CM3, CM4, CM44B and CM44C.
• Copy of approved name on CM5
• Notice of postal and registered address on CM22
• List of Directors, Auditors and public Officers on CM29
• Appointment of an Auditor on CM31
• Application of Certificate of Registration of memorandum of External Company CM46
• Request for submission of additional Copies on CM51.

Public Companies

Procedure to register Private (proprietary) Limited and Public (Limited) Companies.

1. Submit name application/reservation form CM5 or reserve a name online
2. Upon approval, you may apply for a Certificate of Incorporation and Certificate to Commence Business. This requires the submission of the following documents:

• Memorandum and article of Association in triplicate of forms CM3, CM4, CM44B and CM44C.
• Copy of approved name on CM5
• Notice of postal and registered address on CM22
• List of Directors, Auditors and public Officers on CM29
• Appointment of an Auditor on CM31
• Application of Certificate of Registration of memorandum of External Company CM46
• Request for submission of additional Copies on CM51.

External or Foreign Companies

Procedure to register a Foreign Company

1. Submission of name application/reservation form CM5. Name reservations can also be done online. 
2. Once the name reservation is approved, you can now apply for a  Certificate of Incorporation and Certificate to Commence Business. This requires the submission of the following documents:

• Certified copy of the memorandum and Article of Association in triplicate, as it was registered in its original country
• Notice of postal and registered address on CM22
• List of Directors, Auditors and public Officers on CM29
• Appointment of an Auditor on CM31
• Alteration to Memorandum of External Company on CM39
• Application of Certificate of Registration of memorandum of External Company CM49
• Statement by each Director regarding the Adequacy if Capital of Company on CM47
• Request for submission of additional Copies on CM51.

Defensive Name

Procedure to register a Defensive Name

A Defensive Name is the first step towards registering your business, and is registered at BIPA for the purposes of protecting such name where the defender holds material interest in such a name.

The Name can be defended for an initial period of 2 years and may be renewed for an additional 2 years only. Subsequently the applicant may choose to register a close corporation or a company or cease to defend the name, in which case it becomes available to any other person. A defensive name by law should not be used for trading purposes.

To apply for a Defensive name, submit the application for ‘A Reservation of a Defensive Name’ (CM5) or apply online

Frequently Asked Questions (FAQ’s)

Can foreigners open a business in Namibia?

The most common structure for a Namibian investor permit applicant is a Namibian company. It therefore follows that a foreign shareholder can own 100% of the shares in a Namibian company. The company may appoint Directors and shareholders need not be natural persons.

How do I register a cash loan business in Namibia?

The applicant will be required to complete the application form and submit the following documentation with the completed application form to NAMFISA: 5.1 A certified copy of Income Tax registration certificate of the Cash Loan Business as issued by the Ministry of Finance.

Can a South African buy a business in Namibia?

It is important to note that Namibia has no restrictions on the ownership of shares in Namibian entities by foreign nationals. In Namibia a business can be managed and property purchased through companies, closed corporations and/or business trusts.

How do I register a micro business loan in Namibia?

To register a new micro finance company a non-refundable application fee of R500 is needed as well as a R250 branch fee per location. Application forms and all relevant regulations can be easily downloaded from the NCR website or you can download the forms below: Application for registration as a credit provider.

What is the main purpose of a business in Namibia?

The primary purpose of a business is to maximize profits for its owners or stakeholders while maintaining corporate social responsibility.

What businesses will always be in demand in Namibia?

• IT & Design. Everything is online these days so it is a no-brainer that IT & design is an industry that is going no-where.
• Renewable Energy & Environmental.
• Transport.
• Insurance.

How can a woman start a small business in Namibia?

The most common permits most women business owners will need are a fictitious name certificate, or DBA, and an employer identification number, or EIN. DBAs are needed if you are using a name for your business that is not your own legal name, and are usually obtained at the county level.