Namibia

Namibia - Mixed (Civil and Common law)
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Namibia taxes

Want to setup a company in Namibia? This will tell you about tax laws for a LLC, which is the most common company structure in Namibia.

Namibia imposes corporate income tax on a territorial basis, This means that offshore income, from our research, but seek professional advice, is not subject to taxation. Income accrued or deemed to be accrued within Namibia is taxed at a corporate income tax standard rate of 32%. CIT rates may vary according to economic activity, 18% for registered manufacturers, 55% for diamond mining, 37.5% for other mining income and 35% for petroleum income. This ranks Namibia as 156th when compared to corporate tax rate worldwide.

The VAT rate in Namibia is 15.00%, which ranks Namibia as 79th overall in terms of value added tax rate worldwide. In terms of other taxation, an employer will contribute 0.90% to the equivalent of a social security fund and an employee will contribute 0.90%. The overall complexity of the tax system is low. This is measured by average time to comply with a country's labor tax requirements is as it is 46hours. Contributing to this is the number of yearly labor tax payments, which is 1 in NA.

Thin cap standards are officially enacted. This refers to any type of requirements on a business and the debt-to-asset ratios. Dividends received are tax-exempt. Dividends are a distribution of a portion of a company's earnings, established by the board, to shareholders. Capital Gains are not subject to taxation, except those from mining or petroleum. A capital gains tax is levied on the profits that a corporation or natural person realizes when he or she sells sells a capital asset for a price that is higher than the purchase price.

The interest withholding tax rate is estimated at 10%. Which means that the relevant tax authorities expects legal entities to pay tax on 10% of interests remitted abroad. The dividends withholding tax rate is 20%. Which means that the taxman expects companies to pay tax on 20% of dividends paid to non-residents. The royalties withholding tax rate is 10%. This means that the tax authorities expects companies to pay tax on 10% of royalties remitted abroad.
There is no known tax on wealth in Namibia. There are no known inheritance taxes. There are property and transfer taxes. We are not aware of any widely used credits for innovation spend that include tax relief here.

The above is not tax or legal advice for your particular situation. We are able to point you to an expert in Namibia who can properly advise you. Want to work together? Click incorporate now if you are in a hurry, or press the free consultation button above.

It takes approximately 40 hours to file and prepare documents for a Namibia Mixed (Civil and Common law).
The corporate tax is approximately 32% which is 156 in the world.

Owners of a company in Namibia are not allowed to carry back a loss and may be allowed to carry forward a loss for 100 years.

The vat rate in Namibia is 15% which ranks 78 in the world.

Patent box
RND credit
Wealth tax
Estate tax
Transfer taxes
Asset taxes
Capital duties
12Tax treaties
0%Offshore Tax
32%Corp rate
-Loss carryback years
40Corporate time
15%VAT rate
0%Capital gains
NoAEOI planned

Read this to learn about incorporating a company in
Namibia

We can help you form a company in Namibia. Click the button above for a no-obligation quote. We will provide you with all the necessary documents to open a bank account as well as a registered office in Namibia, which is required by law.

We can help you with your incorporations needs for an initial payment of just $1000.

Easy Step by Step Process:
The standard process typically takes between two (2) to three (3) weeks depending on when we receive all the required information from you. Once we receive your information, we will email you a complete set of documents for your review within 3 working days upon confirmation of payment. After executing the documents, you will need to mail them to us and we will formally submit your application for filing with the Registry. The Registry will then take about 3-8 working days to process the incorporation and produce certificates necessary for opening your bank account.

Applying for Your Bank Accounts:
Incorporations.IO maintains close working relationship within our extensive network of partner banks to help you apply for and receive banking services that are most appropriate to your specific situation. From the time of verification of incorporation it can take (1) one week to (2) two weeks to apply for and receive a bank account. We work primarily with banks that allow for remotely opened accounts to ensure you are ready to do business as soon as possible.

Applying for Payment Processing:
We include introductions to payment processors or merchant accounts with all of our incorporation services. Whether you just need standard credit card processing or specialized services for high risk processing, we have partners that can assist you and are happy to help you with introductions that can empower your business.

Start Online or via Phone:
We can get started for you whenever you are ready via a US$1000 initial payment via credit card. I get notified whenever a payment is made here and would send out the welcome letter and initial forms we would need within 12 hours. If you prefer, we can also process via a phone or Skype call.

Namibia Tax Treaties

CountryTypeDate signed
Malaysia
DTC 1998-07-28
Canada
DTC 2010-03-25
Botswana
DTC 2004-06-16
Germany
DTC 1993-12-02
India
DTC 1997-02-15
France
DTC 1996-05-29
South Africa
DTC 1998-05-18
United Kingdom
DTC 1962-05-28
Mauritius
DTC 1995-03-04
Romania
DTC 1998-02-25
Sweden
DTC 1993-07-16
Russia
DTC 1998-03-31

Country Info

National Flag of
Republiek van Namibië (afr)
Republik Namibia (deu)
Republic of Namibia (eng)
Republic of Namibia (her)
Republic of Namibia (hgm)
Republic of Namibia (kwn)
Republic of Namibia (loz)
Republic of Namibia (ndo)
Lefatshe la Namibia (tsn)
Currency
NAD
Area Code
+264
Capital
Windhoek
Region
Southern Africa
Native Languages
Afrikaans
German
English
Herero
Khoekhoe
Kwangali
Lozi
Ndonga
Tswana

Companies Act of Namibia

GOVERNMENT GAZETTE OF THE REPUBLIC OF NAMIBIA

Definitions

1. In these regulations any word or expression to which a meaning has been assigned in the Act bears that meaning, and unless the context otherwise indicates - “legal practitioner” means a legal practitioner as defined in section 1 of the Legal Practitioners Act, 1995 (Act No. 15 of 1995), and includes a candidate legal practitioner as defined in that Act; “repealed Regulations” means the Companies Administrative Regulations, 1973, repealed by regulation 63; “the Act” means the Companies Act, 2004 (Act No. 28 of 2004); “the Office” means the Companies Registration Office referred to in section 4 of the Act; and “the repealed Act” means the Companies Act, 1973 (Act No. 61 of 1973).

Office hours

2.The Office will be open to the public from Mondays to Fridays from 09:00 to 12:00 and from 14:00 to 16:00, except on - (a) public holidays in terms of the Public Holidays Act, 1990 (Act No. 26 of 1990), or days which have been proclaimed to be public holidays in terms of section 3 of that Act; and

(b) days that may be notified by means of a placard posted in a conspicuous place at the Office, or in another manner as the Registrar determines.

Documents

3.(1) All documents lodged with the Registrar must, unless the Registrar directs otherwise, be written in block capital letters, typewritten, lithographed or printed in legible characters with permanent black ink on one side only of strong white paper of a size approximately 298 millimeters by 207 millimeters (international paper size A4) leaving a margin of at least 20 4 Government Gazette 10 August 2010 No. 4536 millimeters on the left-hand side of that paper, except that paper of different size and color may be specified for the forms to be lodged with the Registrar.

(2) Documents or copies of documents to be transmitted or returned to a company or to any other person may be copies of those original documents, unless the Registrar directs otherwise.

(3) The Registrar may reject any document that in his or her opinion is unsuitable for record purposes.

(4) Subject to sections 160(2), 328(1)(a), 334 and 335(6) of the Act, all documents to be lodged with the Registrar must be in the English language.

(5) A copy of any document in the Office reproduced by microfilm, microcard, or by the miniature photographic process certified by the Registrar or a staff member referred to in section 6(4) of the Act is, without proof of production of a document purporting to be the original, upon the mere production of that copy in proceedings, whether in a court of law or otherwise, admissible as evidence in respect of the contents of that document.

(6) All communications to the Registrar, or any document required to be send to or lodged with the Registrar, may be transmitted -

(a) through the post or an authorized agent;

(b) by means of an electronic lodgement system provided and approved by the Registrar;or

(c) through any other means approved by the Registrar.

(7) Despite subre gulation (6), section 68(2) of the Act applies to the delivery and the uplifting of the memorandum and the articles of a company at the Office.

(8) Any document lodged with the Registrar may be reproduced by microfilm in accordance with the code of practice approved by the Registrar for the processing, testing and preservation of silver gelatine microfilm for archival purposes.

(9) Despite subregulation (8), the microfilm process may be substituted by an electronic archival and imaging system provided and approved by the Registrar.

(10) The printing instructions applicable to the printing of all CM forms are set out in Certification of documents and translations

4. (1) Where a certified copy of a document is forwarded to or lodged with the Registrar and that document contains more than one sheet of paper, those sheets must be numbered consecutively and fastened together in the manner determined by the Registrar.

(2) A certified copy referred to in subregulation (1) must be notarially certified as a true copy and the public notary must affix his or her seal to every sheet of paper of that document, but the Registrar may allow a document that is differently certified if the Registrar is satisfied that, in terms of international practice and standards, the document has been properly certified.

(3) Subregulation (2) does not apply in respect of a copy referred to in section 12 of the Act which document is certified by the Registrar of the High Court as a true copy of the original document.

(4) Where the public notary certifies a document in a foreign country, his or hersignature must be authenticated to the satisfaction of the Registrar.

(5) When a document which is not in the English language is translated into the English language, and that document is to be forwarded to or lodged with the Registrar, the translation must be certified by a sworn or officially recognized translator or be otherwise verified to the satisfaction of the Registrar.

(6) Subregulation (1) applies, with necessary changes, to the binding of a document translated in terms of subregulation (5), where that document contains more than one sheet of paper. Certification of copies of documents by Registrar

5. (1) The Registrar may, on application by any person, certify a copy of a document held at the Office.

(2) The fee payable for such certification in subregulation (1) is set out in Item 4 of Annexure 1.

Examination of documents by Registrar

6. (1) A person who wants to register with the Registrar any document relating to these regulations or to the Act, may submit such document to the Registrar for examination and the fee payable for such examination is set out in Item 1 of Annexure 1.

(2) The same fee contemplated in subregulation (1) is payable with regard to the examination by the Registrar of any other document for any other reason a person may wish the Registrar to examine.

(3) The fee payable for a certificate contemplated in section 8(1)(b) of the Act is set out in Item 1 of Annexure 1. Interviews with and hearings by Registrar

7. (1) When a legal practitioner or a person referred to in section 68(2) of the Act is acting on behalf of a company, all interviews with or hearings before the Registrar must be undertaken only by a duly authorized legal practitioner or a person referred to in section 68(2) of the Act.

(2) Only a person that is duly authorised by a company as its legal practitioner, or a person referred to in section 68(2) of the Act, may appear before the Registrar in connection with any matter relating to a prospectus dealt with in Chapter 6 of the Act. Forms, fees and duties

8. (1) The fees and duties payable in terms of the Act and these regulations are set out in Annexure 1.(2) The forms contained in Annexure 2 must be used in all instancesto which those forms apply and those forms may be modified, as directed by the Registrar, to meet other requirements. Manner of payment of fees

9. (1) The payment of all fees, additional fees, annual duty or other moneys, contemplated in section 9(1) of the Act, must, except where otherwise provided for in these regulations, be made to the Permanent Secretary: Ministry of Finance.

(2) Proof of payment of the fees, additional fees, annual duty or other moneys payable must be affixed to the relevant form or document.

(3) The date of payment of fees, additional fees, annual duty or other moneys payable referred to in section 9(1) of the Act, is the date, as the case may be -

(a) on a receipt issued in respect of a payment contemplated in sub regulation (2);

(b) on which revenue stamps are cancelled by the Registrar;

(c) impressed on a document or a form by the official date stamp of the Registrar or the Office.

Inspection and copies of documents

10. (1) A person who wants to personally inspect a document at the Office or to personally obtain a copy of a document kept at the Office must complete a form provided for that purpose by the Office.

(2) The fees payable for the inspection or obtaining of a copy in terms of subregulation (1) are the relevant fees set out in Item 2 and Item 3 of Annexure 1.

(3) A person who makes any payment pursuant to subregulation (1) must show proof of payment by affixing –

 (a) an uncancelled revenue stamp; (b) a receipt issued in respect of a payment as contemplated in regulation 9(1); or

(c) a revenue franking machine impression, to the form referred to in subregulation (1).

(4) A person who does not personally inspect a document or personally obtain a copy of a document kept at the Office may, in writing, apply to the Registrar for information relating to the document or for a copy of that document.

(5) The fees payable for a copy of a document in terms of subregulation (4) are the relevant fees set out in Item 2 and 3 of Annexure 1, and those fees must be paid in respect of each document.

(6) A person who makes any payment pursuant to subregulation (4) must show proof of payment by affixing –

(a) an uncancelled revenue stamp;

(b) a receipt issued in respect of a payment as contemplated in regulation 9(1); or

(c) a revenue franking machine impression, to the written application referred to in subregulation (4).

(7)The fees set out in Items 2 and 3 of Annexure 1, relating to the inspection of documents, copies of documents or obtaining copies of documents through an electronic access system provided and approved by the Registrar, may be paid for on an account, subject to conditions which the Registrar may lay down

Offences and penalties relating to the inspection of documents

11. (1) A person who, while inspecting any document at the Office, knowingly and without the consent of the Registrar -

(a) removes a document from the custody of the Registrar or the Office;

(b) makes or causes to be made any entry on a document;

(c) destroys or defaces any document;

(d) alters or causes to be altered any entry on a document;

(e) copies or duplicates any document, commits an offence and is liable on conviction to a fine not exceeding N$2 000 or to imprisonment for a period not exceeding six months, or to both such fine and such imprisonment.

(2) Subregulation (1) does not apply to a legal practitioner or person referred to in section 68(2) of the Act when those persons are required by the Registrar to amend or alter the memorandum or articles of a company.

Preservation of records

12. (1) Any document of a private company lodged with the Registrar under section 26 of the Companies Act, 1926 (Act No. 46 of 1926), and which has at the commencement of the Act not yet been destroyed, may be destroyed at any time.

(2) Where a return of allotments was lodged with the Registrar under section 85(2)(a) of the Companies Act, 1926 (Act No. 46 of 1926), on any document other than on the prescribed form (Form L), and that document has at the commencement of the Act not yet been destroyed, it may be destroyed at any time.

(3) Despite subregulation (1), any document lodged with the Registrar or any microfilm or microcard made of that document may, with the permission of the Head of Archives referred to in section 1 of the Archives Act, 1992 (Act No. 12 of 1992), be transferred to the appropriate archives depot or to any intermediate depot in accordance with section 6 of that Act, or be destroyed, as the case may be.

Conversion of company

13. (1) A registration, in terms of section 30 of the Act, of the conversion of a company from one type or form of a company into another type or form of a company must be lodged with the Registrar on Form CM 45, accompanied by the special resolution on Form CM 26.

(2) The fees payable for the lodgement of forms in subregulation (1) are set out in Item 5 of Annexure 1. Reservation of names and extensions

14. (1) An application, in terms of section 48(1) of the Act, for the reservation of a name, a shortened form of a name or a defensive name of a company must be lodged with the Registrar on Form CM 5.

(2) An application, in terms of section 48(3) of the Act, for the extension of the reservation of a name, a shortened form of a name or a defensive name of a company must be lodged with the Registrar on Form CM 6.

(3) The fees payable for the lodgement of the forms in subregulations (1) and (2) are set out in Item 6 of Annexure 1.

Registration of a shortened form of name or defensive name

15. (1) A company which requires the registration of a shortened form of the name of the company must, by special resolution, amend its memorandum by the insertion therein of the shortened form of its name.

(2) An application, in terms of section 49(1) of the Act, for the registration of a shortened form of a name of a company must be lodged with the Registrar on Form CM 7, which must be accompanied by the special resolution on Form CM 26, a copy of the notice to shareholders contemplated in section 208 of the Act and a copy of Form CM 5 as approved by the Registrar.

(3) The Registrar must register the shortened form of the company’s name and advise the company accordingly.

(4) An application, in terms of section 49(2)(a) of the Act, for the registration of a name as a defensive name of a company must be lodged with the Registrar on Form CM 8, which must be accompanied by a copy of Form CM 5 as approved by the Registrar.

(5) Lodgement of a copy of Form CM 5 in respect of the defensive name to be registered is not required –

(a) if that name is identical to the name of a company which is to change simultaneously with the registration of the defensive name; or

(b) where the name is identical to the name of a company which is in the process of preregistration or under liquidation and the defensive name is registered prior to the preregistration or dissolution of the company concerned.(6) An application, in terms of section 49(2)(b) of the Act, for the renewal of the registration of a name as a defensive name of a company must, not later than the date on which the current period of the registration of that name expires, be lodged with the Registrar on Form CM 8A.(7) The fees payable for the lodgement of the forms referred to in sub regulations (1) to (4) are set out in Item 7 of Annexure 1.

Change of name of a company

16. (1) An application, in terms of section 50(2) of the Act, for the registration of a change of the name of a company must be lodged with the Registrar on Form CM 9, which must be accompanied by the special resolution on Form CM 26, a copy of the notice to shareholders contemplated in section 208 of the Act and a copy of Form CM 5 containing the new name as approved by the Registrar.

(2) If applicable, an application, in terms of section 50(2)(a) of the Act,for the registration of a change of a shortened form of a name of a company must be lodged with the Registrar on Form CM 9A, which must be accompanied by the special resolution on From CM 26, a copy of the notice to shareholders contemplated in section 208 of the Act and a copy of Form CM 5 as approved.

(3) If applicable, an application, in terms of section 50(2)(b) of the Act, for the deregistration of a shortened form of a name of a company must be lodged with the Registrar on Form CM 9B.

(4) Lodgement of Form CM 5 in terms of subregulations (1) and (2) is not required if the changed name or changed shortened form of a name of a company is identical to -

(a) a defensive name registered by or on behalf of the company concerned, and the registration of which has not expired; or

(b) the name or the shortened form of the name of another company, which is to change simultaneously with the registration of special resolution contemplated in subregulation (2) or (3).

(6) The fees payable for the lodgement of the forms in sub regulations (1) to (4) are set out in Item 8 of Annexure 1.(7) The fee payable for an objection contemplated in section 51(2) is set out in Item 9 of Annexure 1.

Memorandum

17. (1) The memorandum of a public company lodged in terms of section 68(1) of the Act must be accompanied by Form CM 1 and the completed relevant parts of Form CM 2.

(2) The memorandum of a private company lodged in terms of section 68(1) of the Act must be accompanied by Form CM 1 and the completed relevant parts of Form CM 2.

(3) The memorandum of a company limited by guarantee lodged in terms of section 68(1) of the Act must be accompanied by the completed relevant parts of Form CM 2, Form CM 3 and Form CM 4.

(4) The fees payable for the lodgement of the forms in subregulations (1), (2) and (3) are set out in Item 10 of Annexure 1. Articles

18. (1) The articles of a public company or a private company, as the case may be having a share capital and which in terms of section 64(2) of the Act consist of the articles in the Schedule 1 to the Act must be lodged with the Registrar on Form CM 44 and Form CM 44C.

(2) The articles of a public company or a private company, as the case may be, having a share capital that does not consist of the articles contained in Schedule 1 to the Act, must be lodged with the Registrar on Form CM 44A and Form CM 44C.

(3) The articles of a company not having a share capital must be lodged with the Registrar on Form CM 44B and Form CM 44C.

Consolidation of articles

19. (1) A company that, in terms of section 66 of the Act, wants to consolidate its articles must submit the consolidated document together with Form CM 10 to the Registrar.

(2) If the Registrar is satisfied that the articles of the company have been truly stated in the consolidated document submitted in terms of subregulation (1), he or she must make an endorsement on the certificate attached to Form CM 10 that the articles constitute the articles of the company as of that date.

(3) The fee payable for the submission made in subregulation (1) is set out in Item 11 of Annexure 1.

Registration and incorporation of a company having a share capital

20. (1) The following documents must be lodged with the Registrar for the registration and incorporation of a company having a share capital:

(a) the original and two certified copies of the memorandum and the articles referred to in regulations 17 and 18, bound as prescribed by regulation 8(1);

(b) Form CM 5, approved by the Registrar, together with such other Forms CM 5, if any, containing particulars of the shortened form of the name for the company, as approved by the Registrar, but the lodgement of Form CM 5 in respect of the name of a company to be incorporated is not required if the name contained in the memorandum for that company is identical to -

(i) a defensive name registered on application of a person who, upon incorporation of the company concerned, is to be a director or member of the company or a person that is deemed to be a director or a member, and of which name the registration has not expired;

(ii) the name of a company, which is to change simultaneously with the registration of that memorandum; or

(iii) the name of a close corporation that is to be converted simultaneously into a company;

(c) Form CM 7, where such form has not already been lodged with the Registrar;

(d) Form CM 22;

(e) where applicable, a power of attorney given by a subscriber in favour of a person signing the memorandum on such subscriber’s behalf;

(f) unless the company provides the Registrar with convincing written reasons as to why such form cannot be lodged simultaneously with the documents contemplated in this regulation, Form CM 29;

(g) if a person has consented in terms of section 277(1) of the Act to his or her appointment as auditor of a company to be formed, the notice of consent to such appointment on Form CM 31; and

(h) unless the company provides the Registrar with convincing written reasons as to why such application cannot be lodged simultaneously with the documents contemplated in this regulation, the application to commence business on Form CM 46.

(2) Proof of payment of the registration fee set out in Item 10 of Annexure 1 must be affixed to the original Form CM 2.

Registration and incorporation of a company not having a share capital

21. (1) The following documents must be lodged with the Registrar for the registration and incorporation of a company not having a share capital:

(a) the original and two certified copies of the memorandum and articles referred to in regulations 17 and 18, bound as prescribed in regulation 8(1); and

(b) the forms specified in regulation 20(1)(b) to (h), inclusive.

(2) Proof of payment of the registration fee set out in Item 10 of Annexure 1 must be affixed to the original Form CM 4.

Signing of memorandum and articles

22. (1) A subscriber to a company may, where he or she does not personally sign the original memorandum or articles of that company, by a power of attorney duly authorize a legal practitioner or a person referred to in section 68(2) to sign the memorandum and articles and to take up the specified number of shares on his or her behalf.

(2) Where the memorandum and articles are signed on behalf of a body corporate an extract from the minutes of a meeting of directors of that body corporate, authorizing the person concerned to sign on behalf of the body corporate, must be lodged with the Registrar and that extract must state that the person is deemed to be a director of the company within the meaning of section 216(2) of the Act.

(3) The notarially certified copies of the memorandum and articles may have the names of the signatories typewritten or printed in block capitals on those documents.

Certification of additional copies of documents by Registrar

23. (1) Subject to regulations 20 and 21, when a company requires that an additional copy of the memorandum and articles of the company be certified by the Registrar, the company must lodge with the Registrar, a notarially certified additional copy under cover of Form CM 51 and the Registrar must affix his or her seal to that copy.

(2) When a company requires that an additional copy of a special resolution of the company be certified by the Registrar, that company must lodge, with the Registrar, such additional copy under cover of Form CM 51 and the Registrar must certify the copy.

(3) The fee payable for the certification by the Registrar of the additional documents referred to in subregulations (1) and (2) is set out in Item 12 of Annexure 1. Alteration of share capital, acquisition of own shares and payment to shareholders

24. (1) A special resolution, in terms of section 81 of the Act, for an increase of the existing share capital of a company must be lodged with the Registrar on Form CM 26, which must be accompanied by a copy of the notice to shareholders contemplated in section 208 of the Act, and Form CM 11 and proof of payment of the relevant fee set out in Item 13 of Annexure 1 affixed to Form CM 11.

(2) The certificate of the auditor of the company referred to in section 81(2)(b) of the Act must be given on Form CM 11.

(3) A special resolution, in terms of section 89 of the Act, altering a company’s articles to authorise the company to pass further special resolutions to acquire shares issued by itself must 12 Government Gazette 10 August 2010 No. 4536 be lodged with the Registrar on Form CM 26 accompanied by a copy of the notice to shareholders contemplated in section 208 of the Act.

(4) A special resolution, in terms of section 89 of the Act, approving the acquisition of shares issued by a company, either as a general approval or a specific approval for a particular acquisition, before the next annual general meeting or any other general meeting of the company must be lodged with the Registrar on Form CM 26 which must be accompanied by a copy of the notice to shareholders contemplated in section 208 of the Act and Form CM 14.

(5) A special resolution, in terms of section 67 of the Act, altering the articles of a company to authorise the company to make payment to its shareholders in terms of section 96 of the Act must be lodged with the Registrar on Form CM 26 which must be accompanied by a copy of the notice to shareholders contemplated in section 208 of the Act.

(6) The notification, in terms of section 93(5) of the Act, to the Registrar of shares acquired by a company and any payment to shareholders in terms of section 96 of the Act, must be lodged with the Registrar on Form CM 14.

(7) Form CM 14 must be accompanied by a written statement signed by the directors, or where applicable, signed by a person in respect of whom power of attorney has been granted by a relevant director, that in their opinion they are satisfied that the requirements of sections 90 and 96(2) of the Act, whichever provision is applicable, have been and will be met.

(8) The fees payable for the lodgement of the forms referred to in subregulations (1) to (6) are set out in Item 13 of Annexure 1.

(9) In subregulation (10), unless the context otherwise indicates - “company” means the company making an offer to its shareholders or certain shareholders to acquire from them shares issued by it; “directors” mean the directors of the company making the offer; and “offer” means an offer by the company to its shareholders or certain shareholders to acquire from them shares issued by it.

(10) The written offering circular contemplated in section 93(1)(a) of the Act pertaining to shares not listed on a stock exchange must contain particulars with respect to at least the following matters:

(a) the name and registration number of the company;

(b) the directors of the company as at the date of the offer;

(c) the share capital structure of the company prior to the offer being made;

(d) details of other acquisitions by the company of shares in terms of section 89 of the Act during that financial year, including -

 (i) particulars of the financial year of the company; (ii) dates of acquisitions; (iii) shares so acquired in respect of previous acquisitions; No. 4536 Government Gazette 10 August 2010 13 (iv) the aggregate percentage of issued shares acquired by the company through previous acquisitions during that financial year;

(e) the terms of the offer and whether it is a general offer to all shareholders or an offer for a particular acquisition, providing also details of the special resolution and the date of registration of the special resolution;

(f) details of the shares the company proposes to acquire indicating the type of shares (par or no par value shares), class of shares, price offered and the source of the consideration to be paid (cash, share premium, capital redemption reserve fund, other);

(g) if a shareholder is a subsidiary of another company -

 (i) the name and registration number of its holding company; (ii) the reason by virtue of which it is a subsidiary; (iii) the directors of the holding company at the date of the proposed acquisition;and (iv) the share capital structure of the holding company prior to the proposed acquisition;

(h) the reasons for the offer;

(i) the effect of the acquisition in respect of the capital structure of the company;

(j) a statement in respect of -

 (i) the fair value of the consolidated assets of the company after the proposed acquisition; and (ii) the value of the consolidated liabilities of the company after the proposed acquisition;

(k) a sworn statement by the directors, and where applicable, by the persons in respect of whom power of attorney was granted by a relevant director, that they reasonably believe that after the acquisition -

(i) the fair value of the consolidated assets of the company after the acquisition will exceed the fair value of the consolidated liabilities of the company; or
(ii) the company will be able to pay its debts as they become due in the ordinary course of business;

(l) information in respect of the computation of the proposed offer price at the date of the offer and any other information that is or was material in determining the offer price; and

(m) any other information that is or may be material in the decision of the offer shareholder in considering the offer.

Statement of commission and discount on shares

25. (1) The statement referred to in section 86(1)(c)(ii) of the Act, must be lodged with the Registrar on Form CM 12, and that statement must be registered by the Registrar before the payment of any commission to which the statement relates.

(2) The fee payable for the lodgement of the statement referred to in subregulation (1) is set out in Item 14 of Annexure 1.

Allotment of shares

26. (1) The return referred to in section 99(3) of the Act must be on Form CM 15 and must be lodged with the Registrar within 30 days after an allotment of shares.

(2) If an allotment of shares becomes void the company must, as provided in section 99(4) of the Act, and within one month after the date on which it became void, lodge Form CM 16 with the Registrar.

(3) The fees payable for the lodgement of the forms referred to in subregulations (1) and (2) are set out in Item 15 of Annexure 1.

Application for extension of time

27. (1) A company that, in terms of sections 102(1), 185, 187(4) and 314(3) of the Act, wants to apply to the Registrar for extension of time must lodge with the Registrar Form CM 17.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 16 of Annexure 1.

Registration of a Court order

28. (1) Where a company must, in terms of section 260(5), 317(7) or 319(4) of the Act, register a copy of or a certified copy of an order by the Court, that company must lodge with the Registrar Form CM 18 together with the relevant order attached to the form.

(2) The fee payable for the lodgement of the form lodged in terms of subregulation (1) is set out in Item 17 of Annexure 1.

Redeeming of redeemable preference shares

29. (1) Where a company has, in terms of section 104(5) of the Act, redeemed any redeemable preference shares that company must notify the Registrar of the shares so redeemed by lodging with the Registrar Form CM 19.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 18 of Annexure 1. Variation of rights in respect of shares

30. (1) Where a company has, in terms of section 108(3) of the Act, varied the rights in respect of that company’s shares, that company must, as required, lodge with the Registrar, the particulars of the consent or resolution contemplated in that section on Form CM 20.

(2) The fee payable for the lodgement of the form referred in subregulation (1) is set out in Item 19 of Annexure 1. Written statement for offer of shares for sale to public

31. (1) Where, in terms of section 109(9) of the Act, a public company offers shares to the public that company must lodge, for registration with the Registrar, a copy of the written statement contemplated in that section.

(2) The fee payable for the registration of the written statement referred to subregulation (1) is set out in Item 20 of Annexure 1.

Notice regarding registers

32. (1) Notice regarding registers referred to in sections 114(2), 117(4), 136, 223(4), 238(2) and 248(2) of the Act must be lodged with the Registrar on Form CM 21.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 21 of Annexure 1.

Fee for disclosure of beneficial interest in securities

33. The maximum fee to be charged, in terms of section 147(6) of the Act, for the furnishing of the required information is set out in Item 22 of Annexure 1.

Application for exclusion of members or debenture holders from rights offer

34. (1) Where a company wants, in terms of section 148(3) of the Act, to exclude any category of members or debenture holders of the company not resident within Namibia from any rights offer, that company must apply in writing to the Registrar for written approval of such exclusion.

(2) The fee payable for the application for approval in terms subregulation (1) is set out in Item 23 of Annexure 1. Letter of allocation for rights offers

35. (1) Where a company desires, in terms of section 153(1) of the Act, to issue a letter of allocation, that company must lodge with the Registrar a copy of that letter together with the copies of the documents referred to in section 152 of the Act.

(2) The fee payable for the registration of the letter of allocation referred to in subregulation (1) is set out in Item 24 of Annexure 1.

Registration of prospectus

36. (1) A company that wants to have its prospectus registered in terms of section 163(1) of the Act must lodge, with the Registrar, its prospectus together with any other documents contemplated in that section.

(2) The fee payable for the registration of a prospectus referred to in subregulation (1) is set out in Item 25 of Annexure 1.

Notice of postal address and registered office of a company

37. (1) The notice of the postal address and registered office or the change of that postal address and registered office of, or by, a company as contemplated in section 178 of the Act must be given by the lodgement, with the Registrar, of Form CM 22.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 26 of Annexure 1.

Certificate to commence business

38. (1) An application, in terms of section 180 of the Act, by a company for the issue of a certificate to commence business must be lodged with the Registrar on Form CM 46, and must be accompanied by -

(a) in the case of a public company contemplated in section 180(2) of the Act, an affidavit pursuant to that section on Form CM 48;

(b) in the case of every company having a share capital contemplated in section 180(3) of the Act, a statement by each director regarding the adequacy of the capital of the company on Form CM 47;

(c) a return of particulars of the register of directors and officers of the company on Form CM 29; and

(d) if not already lodged, the notice of consent by an auditor to his or her appointment as the auditor of the company on Form CM 31.

(2) The fees payable for the lodgement of the forms referred to in subregulation (1) are set out in Item 27 and Item 48 of Annexure 1 and proof of payment of those fees must be affixed to the original copy of Form CM 46.

Annual return

39. (1) A company must lodge with the Registrar the annual return referred to in section 181 of the Act on Form CM 23.

(2) Every company referred to in section 181 must submit the relevant particulars required by that section on Form CM 23, or where that form does not sufficiently provide for those particulars, attach those particulars in written format to that form.

(3) An external company must lodge with the Registrar, as contemplated in section 336 of the Act, its annual return on Form CM 23.

(4) The fee payable for the lodgement of the forms referred to in subregulations (1), (2) and (3) is set out in Item 28 of Annexure 1, and proof of payment of the duty contemplated in regulation 40(1) must be affixed to that form.

Annual duty

40. (1) The rate of annual duty payable by a company in terms of sections 182 and 183 of the Act is as set out in subregulation (2) and proof of such payment must be affixed to Form CM 23 and the fee payable for the lodgement of Form CM 23 is as set out in Item 29 of Annexure 1.

(2) The rate of the annual duty is -

(a) in the case of a company having a nominal share capital, N$4-00 per each ten thousand Namibian dollars or part thereof of its issued share capital plus the amount of its share premium account and the amount of any undistributable reserve fund of the company, to the extent that it consists of an amount transferred from its share premium account;

(b) in the case of a company having shares of no par value, N$4-00 per each ten thousand Namibian dollars or part thereof of the amount of its stated capital account;

(c) in the case of a company having both shares of par value and shares of no par value, the aggregate of the amounts calculated on the bases laid down in paragraphs (a) and (b); and

(d) in the case of the payment of annual duty on the commencement of business of a company, N$4-00 per each ten thousand Namibian dollars or part thereof of the amount of the issued share capital or stated capital, in the case of shares of no par value, of the company as at the date of the issue of the certificate to commence business, except that the minimum amount of the annual duty payable is N$80-00 (excluding the fee payable for the lodgement of Form CM 23 as set out in Item 29 of Annexure 1). Additional fees for failure to pay annual duty

41. (1) The additional fees contemplated in section 186 for a company which fails to pay the annual duty within the prescribed period or pays an amount less than the amount prescribed, is an amount according to the scales set out in sub regulation (2).(2) If the annual duty is paid within the undermentioned periods after the last date on which it was required to be paid -

(a) one month, half of the prescribed annual duty unpaid;

(b) two months, equal to the prescribed annual duty unpaid;

(c) three months, twice the prescribed annual duty unpaid;

(d) four months, three times the prescribed annual duty unpaid; and

(e) exceeding four months, five times the prescribed annual duty unpaid, except that such additional fees to be paid by a company in respect of any financial year, may not exceed an amount of N$ 5 000. Failure to hold annual general meeting

42. (1) An application to the Registrar, in terms of section 187(4) of the Act, for the extension of the period in which the company’s annual general meeting must be held, must be accompanied by the fee set out in Item 30A of Annexure 1.

(2) An application to the Registrar, in terms of section 187(5) of the Act, whereupon the Registrar calls or directs the calling of a general meeting, must be accompanied by the fee set out in Item 30A of Annexure 1.

(3) A company which, in terms of section 187(8) of the Act, has failed to hold its annual general meeting within the time or extended time, must pay the additional fee of N$10, as specified in Item 30 of Annexure 1, for every day during which the default continues but not exceeding the maximum fee of N$5 000.

(4) An application to the Registrar, in terms of section 190 of the Act, whereupon the Registrar calls or directs the calling of a general meeting, must be accompanied by the fee set out in Item 30A of Annexure 1.

Special resolutions

43. (1) A special resolution in terms of section 207 of the Act must meet all the requirements set out in that section and must, in terms of section 208(1) and in accordance with the provisions of the Act and these regulations, be lodged with the Registrar on Form CM 26 accompanied by a copy of the notice to shareholders contemplated in section 208 of the Act.

(2) The consent, in terms of section 207(5) of the Act, to waive a period of notice of a meeting to pass a special resolution, or the written consent referred to in section 207(6) and (7) of the Act, must be lodged with the Registrar on Form CM 25.

(3) The fees payable for the lodgement of the forms referred to in subregulation (1) and (2) are set out in Item 31 of Annexure 1.

Minute books

44. (1) Minutes kept in terms of section 212 of the Act must be permanently bound in minute books and the minutes must be handwritten, typewritten, lithographed or printed on only one side of good quality paper.

(2) Where full-page size permanently bound minute books are used, the pages must be numbered consecutively from the beginning of the book to the end of the book prior to any entry being made therein.

(3) Every sheet of typewritten, lithographed or printed minutes must be affixed to each numbered page of the minute book by means of adhesive paste or glue spread over the entire surface of the reverse side of the typewritten, lithographed or printed sheet.

(4) Where minutes are inserted in stub pages of a permanently bound minute book those stub pages must be numbered consecutively from the beginning of the book to the end of the book and each stub page must have the same number on the front side and on the reverse side of that stub page.

(5) A single sheet of typewritten, lithographed or printed minutes must be affixed to each stub page by means of adhesive paste or glue spread over the whole length of the reverse side of the sheet in a manner that the number of the stub page is clearly legible on the front side and reverse side of that stub page.

Consent to act as director or officer and director’s contract to subscribe to shares

45. (1) The written consent, contemplated in section 219(1)(a) of the Act, of a person appointed as an officer or director of a company must be lodged with the company by that officer or director on Form CM 27.

(2) A director must lodge with the company, as contemplated in section 219(1)(b) of the Act, the contract to subscribe for shares of a company as qualification shares on Form CM 28.

(3) The fee payable for the lodgement of the form referred to in subregulation (2) is set out in Item 32 of Annexure 1.

Register of directors, officers, auditors and secretaries

46. (1) The return of the register of directors, officers, auditors and secretaries contemplated in sections 224(2), 284(4), 288(3), 331(1), 333(1)(a)(i) or the required information in terms of section 328(1)(e)(i) and (ii) must be lodged with the Registrar on Form CM 29.

(2) The relevant fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 33 of Annexure 1.

Auditors

47. (1) Notice of –

(a) consent to appointment by;

(b) any new appointment of;

(c) change of name or particulars of; or

(d) resignation by or removal from office of, an auditor, as the case may be, as contemplated in sections 180(3)(d), 277(1) and (2), 278(1), 279(1), 281, 284(1), (2), (3) and (4), 285(1), 286(1), 288(2) and (3), 328(1)(c) and 331(1) must be lodged with the Registrar on Form CM 31 together with Form CM 29.

(2) The notice, as contemplated in section 279(2), of failure to appoint or reappoint an auditor at an annual general meeting must be lodged with the Registrar on Form CM 30.

(3) The fee payable for the lodging of Forms CM 30 and CM 31, as the case may be, is set out in Item 34 of Annexure 1.

Change of financial year of company

48. (1) Any change in the financial year of a company made in terms of section 293(2) or 335(3) of the Act must be lodged with the Registrar on Form CM 32.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 35 of Annexure 1.

Application for group annual financial statements not to deal with subsidiary

49. (1) The application, in terms of section 299(3) of the Act, by a company for approval that its group annual financial statements need not deal with a subsidiary or that no group annual financial statements are required must be lodged with the Registrar on Form CM 33.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 36 of Annexure 1.

Provisional annual financial statements and annual financial statements of a company

50. (1) The certified copy or copies of annual financial statements of a public company and the group financial statements of the group of companies to which the public company forms part, if any, and the annual financial statements of every private company which is a subsidiary of that public company, required to be send to the Registrar in terms of section 306(5) of the Act, must be lodged with the Registrar on Form CM 34.

(2) An application, in terms of section 306(6) of the Act, by a public company for exemption from the lodgement of annual financial statements of every private company which is a subsidiary of that public company must be lodged with the Registrar on Form CM 52.

(3) An application, in terms of section 311(3) of the Act, by a member of a private company for the lodgement of provisional annual financial statements of that private company with the Registrar must be lodged by that member with the Registrar on Form CM 50.

(4) The copy of provisional annual financial statements required to be lodged with the Registrar in terms of section 311(3) of the Act must be lodged by the company on Form CM 34.

(5) The copy of an interim report or provisional annual financial statements required to be lodged with the Registrar in terms of section 313 of the Act must be lodged by the company on Form CM 34.

(6) The copy of the annual financial statements required to be lodged with the Registrar in terms of section 335(4) of the Act must be lodged by the external company on Form CM 34.

(7) The fees payable for the lodgement of the forms referred to in subregulations (1) to (6) are set out in Items 37, 38 and 39 of Annexure 1.

Application for extension of period to issue provisional annual financial statements

51. (1) The application, in terms of section 314(2) read with 299(3) of the Act, by a company for approval that it need not issue half-yearly interim reports as required by section 310 of the Act, must be lodged with the Registrar on Form CM 35.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Items 40 of Annexure 1.

Take-over offers

52. (1) The copy of the take-over offer, together with its annexure, required to be lodged with the Registrar in terms of section 320(2)(c) of the Act must be lodged by the offer or on Form CM 36.

(2) The copy of the take-over statement required to be lodged with the Registrar in terms of section 322(3) of the Act, must be lodged by the offer or on Form CM 36.

(3) The copy of the take-over statement to be issued to the shareholders of the offeree company and to be lodged with the Registrar in terms of section 324 of the Act, must be lodged by the offer or on Form CM 36.

(4) The fees payable for the lodgement of the forms referred to in subregualtion (1), (2) and (3) are set out in Item 41 of Annexure 1.

Power to acquire shares of minority in take-over scheme

53. (1) A notice given by an offer or in terms of section 327 of the Act must be send by registered post to the last known address of every shareholder who has not accepted the offer in order to inform him or her of the desire of the offer or to acquire the offeree’s shares, and such notice must include the following particulars -

(a) the number and nature of the shares held by the shareholder;

(b) the name of the offer or;

(c) the price at which the offer or has acquired or proposes to acquire other similar shares of the company;

(d) the number and nature of all shares of the company acquired by the offer or;

(e) the price at which the offer or desires to acquire the shares of the shareholder who has not accepted the offer; and

(f) a notice to the shareholder that the offer or will be entitled and bound to acquire the shares of that shareholder on the terms offered if, within 30 days of the date of the notice, that shareholder has not made an application to the Court to direct otherwise.

(2) A notice given by an offer or in terms of section 327(3)(a) of the Act must be send to all the holders of the remaining shares or of the remaining class of shares, as the case may be, by registered post to that shareholder’s last known address, and must include the following particulars -

(a) the name of the offer or, and if the offer or is a company which has subsidiaries, the names of the subsidiaries;

(b) the name of the company of which the offer or has acquired nine-tenths of the shares;

(c) the number and description of shares acquired by the offer or or its subsidiaries and the price paid for those shares under the scheme or contract;

(d) the number and description of the shares, which according to the records of the company are held by the shareholder to whom the notice is addressed;

(e) the fact that the shareholder to whom the notice is addressed may within three months require the offer or to acquire his or her shares; and

(f) that, if notice is given in terms of paragraph (e) by such shareholder, the offer or will be entitled and bound to acquire the shares of such shareholder on the terms on which under the scheme or contract the shares of shareholders who have accepted the offer were transferred to him or her, or on other terms as may be agreed on, or which the Court on the application of either the offer or or the shareholder may order.

(3) Where a company has issued share warrants to a bearer, the notice referred to in sub regulation (1) or (2) which is required to be sent to shareholders who have not accepted the offer, must be published in two newspapers circulating nationally in Namibia.

(4) If it is known to the offer or that some or all of the bearers of the share warrants referred to in sub regulation

(3) are not resident in Namibia, the offer or must report this fact to the Registrar, and inform him or her of the names of the countries where those bearers are known to reside.

(5) The Registrar may, on receipt of a report in terms of sub regulation (4), order that, as an additional form of notice, an advertisement be published in one or more newspapers circulating in the country concerned, or that the additional form of notice be given in any other manner the Registrar considers appropriate.

(6) Compliance with an order of the Registrar under sub regulation (5) is considered sufficient notice to the bearers of the share warrants.

External company to have person authorized to accept service

54. (1) Notice of –

(a) the appointment of;

(b) the withdrawal by; or

(c) any change in the name or particulars of, a person resident in Namibia authorized by an external company to accept on its behalf service of process and any notice required to be served on the company pursuant to sections 328(1)(f) and 332(3) of the Act must be lodged with the Registrar on Form CM 37.

(2) An authorized person who has withdrawn from an authorization in terms of section 332(2) of the Act must, lodge with the Registrar, Form CM 38 together with two copies of the written notice of a withdrawal.

(3) The fees payable for the lodgement of the forms referred to in subregulations (1) and (2) are set out in Item 42 in Annexure 1.

Registration of external company

55. (1) An external company wishing to be registered in Namibia must pursuant to section 328 of the Act, lodge the following documents with the Registrar:

(a) a certified copy of the memorandum and articles of the company, and if the memorandum or articles are not in the English language, a certified translation of the memorandum or articles in the English language;

(b) Form CM 22, by which the company gave notice in terms of section 178 of the Act, of the situation of the company’s registered office and of its postal address in force at the time of the lodging of that copy;

(c) Form CM 29, on which the particulars referred to in section 328(1)(e) of the Act are recorded;

(d) Form CM 31, by which the company gave notice in terms of section 180, 277, 279, 281, 284, 285, 286, 288, 328 or 331 of the Act, of the consent to appointment, change of name or the removal of the auditor, or the resignation by the auditor, of the company;

(e) Form CM 32, by which the company gives notice of change of its financial year under section 293 of the Act;

(f) Form CM 37, by which a company gives notice of the name and address of the person authorised by the company to accept service on behalf of the company under section 332 of the Act;

(g) Form CM 49, by which such external company applies to be registered as a company in Namibia and receives a certificate of registration; and

(h) proof of payment of the annual duty payable under section 183 of the Act.

(2) The fees payable for the lodgement of the forms referred to in subregulation (1) are set out in Item 43 of Annexure 1 and in the other relevant parts of Annexure 1.

(3) The Registrar must, on payment of the fee specified in Item 43 of Annexure 1, register the memorandum of the external company as contemplated in section 328(2) of the Act.

Changes in memorandum of external company

56. (1) An alteration made, in terms of section 334 of the Act, to the memorandum of an external company must be lodged with the Registrar on Form CM 39.

(2) The fee payable for the lodgement of the form referred to in subregulation (1) is set out in Item 44 of Annexure 1.

Appointment as liquidator, provisional judicial manager and final judicial manager

57. (1) A person appointed as a liquidator in terms of section 382 of the Act must lodge, with the Registrar, Form CM 40 together with a copy of the certificate of appointment issued by the Master.

(2) A person appointed as a provisional judicial manager in terms of section 435(b) of the Act must pursuant to section 436(b) of the Act lodge, with the Registrar, Form CM 40 together with a copy of the letter of his or her appointment.

(3) A person appointed as a final judicial manager in terms of section 438 of the Act must pursuant to section 439(d) of the Act lodge, with the Registrar, Form CM 40 together with a copy of the judicial management order and the Master’s letter of appointment, or if a judicial management order is cancelled, a copy of such order.

(4) The fees payable for the lodgement of the forms referred to in subregulations (1), (2) and (3) are set out in Item 45 of Annexure 1.

Manner of transfer of securities

58. The broker’s transfer form referred to in section 141 of the Act must be as set out in Form CM 41, and the securities transfer form referred to in that section must be as set out in Form CM 42.

Particulars of directors of dissolved companies

59. (1) The particulars of each director of a company required to be send by a liquidator to the Registrar pursuant to section 427(2) of the Act must be send in duplicate to the Registrar on the relevant part of Form CM 43.

(2) On receipt of the particulars supplied under subregulation (1), the Registrar must complete the relevant part of Form CM 43 and, as required by section 427(3) of the Act, send to each director a copy of the completed form together with a copy of any statement made by the liquidator in terms of subsection (2) of that section.

(3) The fee payable for the sending of the document referred to in subregulation (1) is set out in Item 46 of Annexure 1.

Fees for late submissions

60. The fees for failure to lodge any return or other document, other than to pay any annual duty, as contemplated in section 186 of the Act are set out in Item 49 of Annexure 1.

Lodgement of additional copy of certain prescribed forms

61. The Registrar may by written notice sent to a company or an officer of that company at the registered office or postal address of the company, require the company or the officer of the company to lodge with him or her within a period stated in the notice, which may not be less than 30 days, an additional copy of -

(a) Form CM 22, by which the company gave notice in terms of section 178(2) of the Act of the situation of the company’s registered office and of its postal address in force at the time of the lodging of that copy;

(b) Form CM 29, on which the company lodged in terms of the provisions of section 224(2) of the Act, a return reflecting at the time of the lodging of that copy the contents of the register referred to in section 223 of the Act; or

(c) Form CM 31, by which the company gave notice in terms of section 180, 277, 279, 281, 284, 285, 286, 288, 328 or 331 of the Act, of the consent to appointment, change of name or the removal of the auditor, or the resignation by the auditor, of the company.

General offence and penalty

62. Unless another offence and penalty is provided for elsewhere in the Act or in these regulations, a company or any person concerned that contravenes or fails to comply with any of the provisions of these regulations commits an offence and is liable on conviction to a fine not exceeding N$2000,00 or to imprisonment not exceeding six months, or to both such fine and such imprisonment.

Repeal of regulations

63. (1) The Companies Administrative Regulations, 1973, promulgated under Government Notice R1948 of 19 October 1973, as amended by Government Notices R2384 of 14 December 1973, R119 of 17 January 1975, R1665 of 10 September 1976, R1911 of 22 October 1976, R787 of 7 May 1977, R2044 of 7 October 1977, R1390 and R1391 of 30 June 1978 and Government Notice No. 13 of 12 February 1997 are repealed.

(2) The Standing Advisory Committee Regulations, 1973, promulgated by Government Notice R1949 of 19 October 1973, are repealed.

Savings

64. (1) Despite the repeal of the regulations in regulation 63, anything done or act performed under any of those repealed regulations before the commencement of these regulations, remains valid and in force after the commencement of these regulations and, if the thing or act relates to company, the thing or act remains valid until such company is de registered, wound up or otherwise ceases to exist.

(2) Any acts performed or documents drawn up or altered in relation to a company after the commencement of these regulations must comply with the Act and these regulations.

Short title and commencement

65. These regulations are called the Companies Administrative Regulations, 2010, and come into operation on 1 November 2010. ANNEXURE 1

FEES AND DUTIES

1. The fees and duties set out in this Annexure are payable in terms of the Act and these Regulations.

2. Payments must be made as prescribed in regulation 8 and 9.

3. This Annexure is effective as from the date on which these Regulations come into operation.

Item Services Fees Payable

1. Examination of documents and drafts of documents (excluding prospectuses), per document or draft (regulation 6). Issuing of a typed certificate in respect of the contents of a statutory document or part thereof (per document) (section 8(1) of the Act and regulation 6).

2. Inspection of or copies of, as the case maybe:

(a) a company file with the Registrar (section 8 of the Act and regulation 10) -

(i) inspection in person;

(ii) copies on written request (includes up to 12 photocopies of a document, thereafter N$0,50 per copy for each page of the document exceeding 12 pages - certification excluded);

(b) the central register of directors (section 8 of the Act and regulation 10) -

(i) inspection in person;

(ii) copies on written request (includes up to 12 photocopies of a document, thereafter N$ 0,50 per copy for each page of the document exceeding 12 pages - certification excluded);

(c) the register of members (section 120(1) of the Act and regulation 10);

(d) copies of inspector’s report (includes up to 12 photocopies of the report, thereafter N$0,50 per copy for each page of the report exceeding 12 pages (section 269 of the Act and regulation 10).

3. (a) Photocopy of document, size approximately 298 mm by 210 mm or smaller (per copy) (regulation 10).

(b) Photocopy on paper reproduced from microfilm (per copy) (regulation 10).

4. Certification of a document, or part of a document(per document) (regulation 5).

5. Registration of a special resolution for the conversion of one type or form of a company into another type or form of a company (section 30(1) of the Act and regulation 13).

6. Reservation of a name, a shortened form of a name or a defensive name (sections 48(1) or 49 of the Act and regulation 14).Extension of the period of the reservation of a name, a shortened form of a name or a defensive name (section 48(3) and 49(2) of the Act and regulation 14). 50,00 50,00 CM 5 CM 6

  1. Registration of a shortened form of a name (section 49(1) of the Act and regulation 15). Registration of a defensive name for two years (section 49(2)(a) of the Act and regulation 15). Renewal of the registration of a defensive name (section 49(2) (b) of the Act and regulation 15). 30,00 250,00 100,00 CM 7 CM 8 CM 8A
  2. Registration of a change of a name (section 50(1) of the Act and regulation 16). Registration of a change of a shortened form of a name (section 50(2)(a) of the Act and regulation 16). Deregistration of a shortened form of a name (section 50(2)(b) of the Act and regulation 16). 30,00 80,00 30,00 30,00 CM 9 CM26 CM 9A CM 9B
  3. Consideration of objection contemplated in section 51(2) of the Act (regulation 16). 350,00 -
  4. (a) Registration of memorandum and articles of a company (section 68(1) and regulations 17 and 18). (b) Additionalfee in respect ofregistration ofmemorandum and articles (section 68(1)) - (i) a company having a nominal share capital having shares of par value, for each thousand Namibian dollars or part thereof - (ii) a company having shares of no par value, for each thousand shares or part thereof - (iii) a company having both shares of par value and shares of no par value, the aggregate of the amounts calculated on the basis laid down in paragraphs (b)(i) and (ii) of this item. 100,00 5,00 5,00 5,00 CM 2 CM 4 CM 49 CM 2 CM 2 CM 2

  5. Submission of a certificate of consolidation of articles (section 66 of the Act and regulation 19). 45,00 CM 10
  6. Certification of additional copies of documents by the Registrar (per document) (regulation 23). 5,00 CM 51
  7. Increase of share capital for shares of a par value, for each thousand Namibian dollars, or part thereof, by which share capital is increased (section 81(2)(a) of the Act and regulation 24). Increase of share capital for shares with no par value for each thousand Namibian dollars, or part thereof, calculated by multiplying the number by which the number of the shares has been increased by the value of each certified share (section 81 (2)(b) of the Act and regulation 24). Registration of a special resolution to approve the acquisition of shares issued by that company (section 89(1) of the Act and regulation 24). 5,00 5,00 80,00 CM 11 CM 11 CM 14 No. 4536 Government Gazette 10 August 2010 27
  8. Statement of payment of commission on shares (section 86 of the Act and regulation 25). 10,00 CM 12
  9. Lodgement of allotment of shares (section 99(3) and (4) of the Act and regulation 26). 10,00 CM 15 CM 16
  10. Application for extension of time (sections 102(1), 185, 187(4) and 314(3) of the Act and regulation 27). 50,00 CM 17
  11. Registration of an order by the Court (sections 260(5), 317(7) and 319(4) of the Act and regulation 28). 20,00 CM 18
  12. Redeeming of redeemable preference shares (section 104 of the Act and regulation 29). 10,00 CM 19
  13. Variation of rights in respect of shares of a company (section 108(3) of the Act and regulation 30). 10,00 CM 20
  14. Registration of a written statement of an offer of shares of a public company (section 109(a) of the Act and regulation 31). 250,00 -
  15. Notice of places where registers are kept (section 114(2), 117, 136, 223(4), 238(2) and 248(2) of the Act and regulation 32). 10,00 CM 21
  16. Fee for disclosure of beneficial interest in securities (section 146(7) of the Act and regulation 33): In respect of each nominee Maximum fee 10,00 1500,00

    -

  17. Application for exclusion of members or debenture holders from rights offer (section 148(2) of the Act and regulation 34). 75,00 -
  18. Registration of a letter of allocation (section 153(1) of the Act and regulation 35). 25,00 -
  19. Registration of prospectus (section 163(1) of the Act and regulation 36). 500,00 -
  20. Notice of postal address and registered office of a company (section 178 of the Act and regulation 37). 10,00 CM 22
  21. Issuing of a certificate to commence business (section 180 of the Act and regulation 38). 60,00 CM 46
  22. Lodgement of annual return (section 181(1) and 336 of the Act and regulation 39). 100,00 CM 23
  23. Lodgement of annual duties (section 182 and 183 of the Act and regulation 40). 100,00 CM 23
  24. 30A. Fee per day for failure to hold annual general meeting (section 187(8) of the Act and regulation 42). Maximum fee (section 187(8) of the Act and regulation 42). Call or direct the calling that an annual meeting or a general meeting must be held (sections 187(4), 187(5) and 190 of the Act and regulation 42). 10,00 100,00 40,00

    -

  25. Registration of consent to waive period of notice of meeting to pass special resolution (section 207(5) of the Act and regulation 43). Registration of a special resolution (section 208(1) of the Act and regulation 43). 10,00 80,00 CM 25 CM 26 28 Government Gazette 10 August 2010 No. 4536
  26. Director’s contract to subscribe to shares (section 219(1)(b) of the Act and regulation 45). Written consent lodged within a further period as contemplated in section 219(3) of the Act (regulation 45). (Note that this prescribed amount is payable in addition to the fee payable on lodgement of CM 29.) 10,00 10,00 CM 28

  27. Register of directors, officers, auditors and secretaries (section 223, 224(2), 284(2) and (4), 288(3), 328(1), 331 and 333 of the Act and regulation 46). 10,00 CM 29
  28. Notice of failure to appoint or reappoint auditor (section 279(2) and regulation 47). Notice of, consent to appointment, change of name, orresignation by or removal of auditor (sections 277(1), 279(2), 284(1) to (4), 285, 286, 288(2), 328(1)(c), 331 and regulation 47). 10,00 10,00 CM 30 CM 31
  29. Change of the end of the financial year of a company (sections 293(2) and 335(3) of the Act and regulation 48). 30,00 CM 32
  30. Application for approval that group annual financial statements need not deal with a subsidiary (section 299(3) of the Act and regulation 49). 80,00 CM 33
  31. Application by a public company for exemption from lodging annual financial statements in respect of subsidiaries (section 306(6) of the Act and regulation 50). 20,00 CM 52
  32. Application by a member of a private company requesting the submission of provisional financial statements of that private company (section 311(3) of the Act and regulation 50). 40,00 CM 50
  33. Lodgement of annual financial statements and group annual financial statements, provisional annual financial statements of a company and an external company (sections 306(5), 311(3), 313 and 335(4) of the Act and regulation 50). 10,00 CM 34
  34. Approving that interim reports need not be issued (section 314(2) read with section 299(3) of the Act and regulation 51). 40,00 CM 35
  35. Take-over offer and take-over statement (section 320(2)(c), 322(3) and 324 of the Act and regulation 52). 10,00 CM 36
  36. The appointment by an external company of an authorised person (sections 328(1)(f) and 332(3) of the Act and regulation 54). Two copies of the written notice of a withdrawal by an authorised person (section 332(2) of the Act and regulation 54). 10,00 10,00 CM 37 CM 38
  37. Registration of a memorandum of an external company (section 328 of the Act regulation 55). 100,00 CM 49
  38. Registration of an alteration made to the memorandum of an external company (section 334 of the Act and regulation 56). 50,00 CM 39
  39. Appointment of liquidator, provisional judicial manager and final judicial manager (section 382(5)(a), 436(b) and 439(1)(d) (i) and (ii) of the Act and regulation 57). 10,00 CM 40
  40. A copy of particulars and a copy of a statement by the Registrar (section 427(3) of the Act and regulation 59). 10,00 CM 43
  41. Statement by each director regarding adequacy of capital of company (section 180(3) of the Act and regulation 38(1)(b)). 25,00 CM 47
  42. Affidavit regarding adequacy of capital of company (section 180(2) of the Act and regulation 38(1)(a)). 25,00 CM 48 No. 4536 Government Gazette 10 August 2010 29
  43. Fees for late submissions/failure to lodge returns (Section 186 of the Act and regulation 60). 150,00 CM 15 CM 23 CM 26 CM 29 CM 31 ANNEXURE 2 LIST OF FORMS Number of Form Name of Form CM 1 Certificate of incorporation of a company having a share capital CM 2 Memorandum of association a company having a share capital CM 3 Certificate of incorporation of a company not having a share capital CM 4 Memorandum of association of a company not having a share capital CM 5 Application for reservation of a name or a shortened form of a name or a defensive name of a company CM 6 Application for extension of reservation of name or a shortened form of a name or a defensive name of a company CM 7 Application for registration of shortened form of a name of a company CM 8 Application for registration of defensive name of a company CM 8A Application for the renewal of registration of defensive name of a company CM 9 Application for registration of a change of name of a company and the certificate for registration of a change of a name of a company is attached thereto CM 9A Application for change of shortened form of name of company and the certificate of change of the shortened form of a name of a company CM 9B Application to deregister a shortened form of name of company CM 10 CM 10A Certificate of consolidation of articles Submission to consolidate the articles of a company CM 11 Payment of fees on increase of capital and certificate to be completed by auditor CM 12 Statement of payment of commission on shares CM 14 Return of acquisition by a company of shares issued by it / Payments to shareholders CM 15 Return of allotment of shares CM 16 Return of allotments which have become void CM 17 Application for extension of time CM 18 Registration of a copy or certified copy of Court Order CM 19 Notice of redemption of redeemable preference shares CM 20 Notice of variation of rights in respect of shares CM 21 Notice of place where registers are kept CM 22 Notice of registered office and postal address of company CM 23 Annual return and Certificate in terms of section 181(4) of the Act CM 25 Consent to waive period of notice of meeting to pass a special resolution CM 26 Special Resolution CM 27 Consent to act as director or officer 30 Government Gazette 10 August 2010 No. 4536 CM 28 Director’s contract to take shares of company as qualification shares CM 29 Contents of register of directors, auditors, and officers CM 30 Notice of failure to appoint or reappoint an auditor at AGM CM 31 Notice: Auditor’s consent to appointment / Change of Auditor firm’s name / Resignation of Auditor / Removal of Auditor CM 32 Change of the end of the current financial year CM 33 Application to Registrar that group annual financial statement need not deal with subsidiary CM 34 Lodgement of financial statements/Interim reports CM 35 Application not to issue interim reports CM 36 Take-over offer and take-over statement CM 37 Notice of person authorised to accept service on behalf of external company CM 38 Notice by person authorised to accept service on behalf of external company to terminate authorisation CM 39 Changes in memorandum of external company CM 40 Appointment as liquidator / provisional judicial manager / final judicial manager CM 41 Broker’s transfer form CM 42 Securities transfer form CM 43 Director of dissolved company within the meaning of section 427 CM 44 CM 44A CM 44B CM 44C Articles of association of a company having a share capital – Adopting Schedule 1 Articles of association of a company having a share capital – Not adopting Schedule 1 Articles of association of a company not having a share capital – Not adopting Schedule 1 Signatories to the articles of association CM 45 Registration of the conversion of one type or form of company into another type or form of company CM 46 Application for certificate to commence business CM 47 Statement by each director regarding adequacy of capital of company CM 48 Affidavit pursuant to section 180(2) of the Act CM 49 Application for the registration of memorandum of external company CM 50 Application for provisional annual financial statements in respect of a private company CM 51 Certification of additional copies of documents lodged for registration CM 52 Application by a public company for exemption from lodging annual financial statements in respect of subsidiaries ANNEXURE 3 FORMS CM 1 TO CM 52 No. 4536 Government Gazette 10 August 2010 31 ANNEXURE 4 PRINTING INSTRUCTIONS TO CM FORMS The printing instructions for CM Forms are provided in the second column below, the first column indicating the relevant CM form to which the instructions relate. CM FORM PRINTING INSTRUCTION CM 1 Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 2 Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 2 Part A Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 2 Part B Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 2 Part C Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 2 Part D Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 3 Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 4 – first page Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 4 Part A Printing specifications: Size A4; good quality paper; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 4 Part B Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 5 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 6 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 7 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 8 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 8A Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 9 – first page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek 32 Government Gazette 10 August 2010 No. 4536 CM 9 – second page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 9A – first page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 9B Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 10 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 11 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 12 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 14 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 15 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 16 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 17 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 18 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 19 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 20 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 21 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 22 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek No. 4536 Government Gazette 10 August 2010 33 CM 23 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 25 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 26 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 27 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 28 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 29 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 29 – page four Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 30 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to be printed on one page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 31 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 32 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 33 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 34 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 35 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 36 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek 34 Government Gazette 10 August 2010 No. 4536 CM 37 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 38 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 39 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 40 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 41 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 42 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 43 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; second page to be printed on reverse side of first page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 44 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 44A Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 44B Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 44C Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 45 – first page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 45 – second page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 46 – first page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek No. 4536 Government Gazette 10 August 2010 35 CM 46 – second page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 47 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 48 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 49 – first page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 49 – second page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 50 – first page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 50 – second page Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; this page to fit on reverse side of previous page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 51 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek CM 52 Printing specifications: Size A4; good quality paper; adequate spacing to be allowed for typewritten information to be inserted under appropriate headings; complete Form to fit on single page; tear off portion to fit Companies Office window envelope; printer’s proofs and sample paper to be approved by the Registrar of Companies, Windhoek 36 Government Gazette 10 August 2010 No. 4536 Form CM 1 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 70) (Regulation 17 (1)) CERTIFICATE OF INCORPORATION OF A COMPANY HAVING A SHARE CAPITAL This is to certify that: ............................................................................................................................................................... wasthis day incorporated under the CompaniesAct, 2004 (Act No. 28 of 2004), and that the Company is a Company having a share capital. Signed and sealed at WINDHOEK this…………..day of…………………….of the year ……............ .…………………………. Registrar of Companies Seal of Companies Registration Office This certificate is not valid unless sealed by the seal of Companies Registration Office Registration Number of Company No. 4536 Government Gazette 10 August 2010 37 Form CM 2 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 61(1)) (Regulation 17(1) and 17(2)) MEMORANDUM OF ASSOCIATION OF A COMPANY HAVING A SHARE CAPITAL
  44. NAME OF COMPANY (a) The name of the Company is: ............................................................................................................................................................... (b) The shortened form of the name of the Company is: ............................................................................................................................................................... Registration Number of Company Revenue stamp or revenue franking machine impression N$100,00 plus annual duty under 182 & 183 38 Government Gazette 10 August 2010 No. 4536 Form CM 2 Part A REPUBLIC OF NAMIBIA COMPANIES ACT, 2004
  45. DESCRIBING THE MAIN BUSINESS OF THE COMPANYThe main purpose of the Company is to carry on: .................................................................... .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. (This is for purposes of the Registrar and not for purposes of the powers, capacity or objects of the company)
  46. OBJECT(S), IF ANY (section 38) The object(s) of the Company is/are: ........................................................................................ .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. ..................................................................................................................................................
  47. ANCILLARY OBJECTS EXCLUDED The specific ancillary objects, if any, referred to in section 39(1) of the Act, which are excluded from the unlimited ancillary objects of the Company: .............................................. .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. ..................................................................................................................................................
  48. POWERS (c) The specific powers or part of any powers of the Company, if any, which are excluded from the plenary powers or the powers set out in Schedule 2 of the Act (if any): ......... .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. (d) The specific powers or part of any specific powers of the Company set out in Schedule 2 of the Act, if any, which are qualified under section 39(2) of the Act (if any): ................ .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. ..................................................................................................................................................
  49. CONDITIONS Any special conditions which apply to the Company and the requirements, if any, additional to those prescribed in the Act for their alteration: ..................................................................... .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. .................................................................................................................................................. No. 4536 Government Gazette 10 August 2010 39 Form CM 2 Part B REPUBLIC OF NAMIBIA COMPANIES ACT, 2004
  50. PRE-INCORPORATION CONTRACTS (if any) ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ............................................................................................................................................................... ...............................................................................................................................................................
  51. CAPITAL The share capital of the Company is ____ Namibian Dollar divided into: (a) Par Value: (i) ____ ordinary par value shares of _ Namibian Dollar/cent each (ii) __ preference par value shares of _ Namibian Dollar/cent each (iii) ____redeemablepreferenceparvaluesharesof____Namibian Dollar/cent each (b) No Par Value: (i) The number of no par value shares is __
     (ii) The number of no par value preference shares is

     (iii) The number of redeemable no par value preference shares is

    40 Government Gazette 10 August 2010 No. 4536 Form CM 2 Part C REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 ASSOCIATION CLAUSE (c) Where more than one person signs the memorandum We the several persons whose full names, occupations, residential, business and postal addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take up the number of shares in the capital of the Company, as set out opposite our respective names. We also agree to pay for the par value shares of the Company as determined by this Memorandum and to pay for the number of no par value shares of the Company, that amount determined by the Company when the shares are issued. Particulars of subscriber Number in words and type of shares taken Date and signature of subscriber Particulars of witness Date and signature of witness

  52. Full names 1. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  53. Full names 2. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  54. Full names 3. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address Sub-total shares taken ................................ No. 4536 Government Gazette 10 August 2010 41 Particulars of subscriber Number in words and type of shares taken Date and signature of subscriber Particulars of witness Date and signature of witness
  55. Full names 4. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  56. Full names 5. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  57. Full names 6. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  58. Full names 7. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address Total shares taken ................................ Form CM 2, Part C, continued 42 Government Gazette 10 August 2010 No. 4536 Form CM 2 Part D REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (b) To be completed. Where one person signs the memorandum I, …………………………………………………………………………………………………….. (full name) whose occupation is ………………………………………………………………………………… residing at …………………………………………………………………………………………… having a business address at …………………………………………………………………………... and the following postal address……………………………………………………………………..... am desirous to form a company in pursuance of this Memorandum of Association and agree to take up the number of shares in the capital of the Company, set opposite my signature below. I also agree to pay for the par value shares of the Company as determined by this Memorandum and to pay for the number of no par value shares of the Company, that amount determined by the Company when the shares are issued to me.

    …………………………………............. Number, in words and type of shares taken Signature of subscriber ………………………………….............
    Date Particulars of witness ................................................ Full names: ................................................ Signature of witness .................................................................... Occupation: ............................................... ................................................ .................................................................... Date Residential address: ................................... .................................................................... .................................................................... Business address: ....................................... .................................................................... .................................................................... Postal address: ........................................... .................................................................... .................................................................... No. 4536 Government Gazette 10 August 2010 43 Form CM 3 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 70) (Regulation 17(3)) CERTIFICATE OF INCORPORATION OF A COMPANY NOT HAVING A SHARE CAPITAL This is to certify that: ............................................................................................................................................................... wasthis day incorporated under the CompaniesAct, 2004 (Act No. 28 of 2004), and that the Company is a Company limited by guarantee/ and is incorporated under section 21 of that Act.Delete if not applicable Signed and sealed atWINDHOEK this…………day of………………………of the year ……......….. …….................……………………. Registrar of Companies Seal of Companies Registration Office This certificate is not valid unless sealed by the seal of Companies Registration Office. Registration Number of Company 44 Government Gazette 10 August 2010 No. 4536 Form CM 4 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 61(1)) (Regulation 17(3)) MEMORANDUM OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL

  59. NAME OF COMPANY (a) The name of the Company is: ............................................................................................................................................................... (b) The shortened form of the name of the Company is: ............................................................................................................................................................... (c) Translation of name of Company and/or shortened form of name of Company (if possible) where name is not in official language (section 48(2)): ............................................................................................................................................................... Registration Number of Company Revenue stamp or revenue franking machine impression N$100,00 plus annual duty under 182 & 183 No. 4536 Government Gazette 10 August 2010 45 Form CM 4 continUED Part A REPUBLIC OF NAMIBIA COMPANIES ACT, 2004
  60. GUARANTEE (c) The liability of members is limited to the amount referred to in paragraph (b). (d) Each member undertakes to contribute to the assets of the Company in the event of its being wound up, while being a member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before such member ceases to be a member, and of the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves an amount of…………………………….Namibian Dollar/cent. 46 Government Gazette 10 August 2010 No. 4536 Form CM 4 continUED Part B REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 ASSOCIATION CLAUSE We, the several persons whose full names, occupations, residential, business and postal addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum ofAssociation and we respectively agree to become members of the company. Particulars of subscriber Date and signature of subscriber Particulars of witness Date and signature of witness
  61. Full names 1. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  62. Full names 2. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  63. Full names 3. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address No. 4536 Government Gazette 10 August 2010 47 Particulars of subscriber Date and signature of subscriber Particulars of witness Date and signature of witness
  64. Full names 4. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  65. Full names 5. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  66. Full names 6. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  67. Full names 7. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address Postal address Postal address Form CM 4, Part B, continUED 48 Government Gazette 10 August 2010 No. 4536 Form CM 5 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 48(1) and 49)) (Regulation 14(1)) (To be lodged in duplicate) APPLICATION FOR RESERVATION OF NAME OR SHORTENED FORM OR DEFENSIVE NAME Companies Registration Office PO Box 21214 WINDHOEK NAMIBIA Revenue stamp or revenue franking machine impression N$50,00 A. Proposed Name or Shortened Form or Defensive Name (indicate with a cross (“X”)) In order of preference For Office use Initials & Date
  68. Approved / not approved
  69. Approved / not approved
  70. Approved / not approved
  71. Approved / not approved
  72. Approved / not approved
  73. approved / not approved Reservation is valid for two months B. Comparative Names (For Office Use) C. Is the proposed name associated with a person or a company? If so, what is the name and number (if a company) and the nature of the association (e.g. holding/subsidiary/director etc)? D. Purpose of proposed company E. In case of a DEFENSIVE NAME, submit written proof that applicant has a direct and material interest in the name F. If name of company or shortened form thereof is in a language other than the official language, provide translation thereof in as far as possible. Translation: Name of Applicant (print) Address to which form must be returned Signature of applicant/agent Date No. 4536 Government Gazette 10 August 2010 49 Form CM 6 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 48(3)) (Regulation 14(2)) (To be accompanied by Form CM 5 with name as approved) APPLICATION FOR EXTENSION OF RESERVATION OF NAME Revenue stamp or revenue franking machine impression N$50,00 Name previously reserved: Date of approval of previous reservation: Reasons for requiring reservation to be extended: Legal practitioner, agent or person acting on behalf of applicant for name Promoters of a company in the case of a company to be formed Name Full names Postal address Business address Date Signature N.B. - If this portion below is not completed no confirmation will be sent. Perforated Name reserved The name has been reserved for a further period of one month Name of person to whom this form is to be sent from this date Postal address Registrar of Companies Date stamp of Companies Registration Office 50 Government Gazette 10 August 2010 No. 4536 Form CM 7 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 49(1)) (Regulation 14(2)) (To be accompanied by Form CM 5 with name as approved) APPLICATION FOR REGISTRATION OF SHORTENED FORM OF A NAME OF A COMPANY Revenue stamp or revenue franking machine impression N$30,00 Name of company: Registration No. of company: Registered postal address of company: Shortened form of name to be registered: Translation of shortened form of name of company (where possible) if name is not in official language: Date Signature N.B. If this portion below is not completed no confirmation of registration will be sent. Perforated The name was registered on the date specified here Name registered ___Registrar of Companies Name of applicant Postal address Date stamp of Companies Registration Office No. 4536 Government Gazette 10 August 2010 51 Form CM 8 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 49(2)(a)) (Regulation 15(4)) APPLICATION FOR REGISTRATION OF DEFENSIVE NAME Companies Registration office PO Box 21214 WINDHOEK NAMIBIA Name to be registered: I/We request that the above name be registered as a defensive name. Our reasons for making this request are as follows: (Separate loose sheets of paper may be used if space is insufficient.) Translation of defensive name, where possible, if defensive name is not in official language: Name of applicant: Address Postal address Note - Form CM5 on which the name has been approved, must be attached when registration is first requested. Date Signature Perforated (To be completed by applicant) The name Registrar of Companies has been registered as a defensive name for a period of two years from the date of this notification Name of Applicant Date stamp of Companies Postal address Registration Office Seal of Companies Registration Office This notification is not valid unless sealed by the seal of the Companies Registration Office Revenue stamp or revenue franking machine impression N$250,00 52 Government Gazette 10 August 2010 No. 4536 Form CM 8A REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 49(2)(b)) (Regulation 15(6)) APPLICATION FOR THE RENEWAL OF REGISTRATION OF DEFENSIVE NAME Companies Registration Office PO Box 21214 WINDHOEK NAMIBIA A. Name presently registered B. Date of present registration or renewal C. Submit written proof that applicant still has a direct and material interest in the name Name of applicant (print) Signature of applicant Provide above address of applicant Date Renewal of registration approved/not approved for two years from __Date Registrar of Companies Perforated (To be completed by company) Defensive name Form CM8A Renewal of the registration of the above defensive name has been approved for two years from

    Registrar of Companies Name Postal Address Date stamp of Companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$100,00 No. 4536 Government Gazette 10 August 2010 53 Form CM 9 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 50(3)) (Regulation 16(1)) (to be lodged in duplicate) CERTIFICATE OF CHANGE OF NAME OF COMPANY* This is to certify that


    has changed its name by SPECIAL RESOLUTION and is now called


    and that the new name has this day been entered in the Register of Companies Signed and sealed atWINDHOEK this.................... day of ....................................of the year .............. Seal of Companies Registration Office Registrar of Companies This certificate is not valid unless sealed by the seal of the Companies Registration Office *To be lodged in duplicate Registration Number of Company 54 Government Gazette 10 August 2010 No. 4536 Form CM 9 continUED REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 50(2)) (Regulation 16 (1)) APPLICATION FOR CHANGE OF NAME OF COMPANY Existing name of company: _____In the special resolution, which is attached to this form, the name of the company was changed to:



    If changed name of company is not in official language, provide translation in as far as possible:



    • No shortened form of the name is registered.
    • Separate application is being made to register a shortened form of name.
    • Separate application is being made to deregister a shortened form of name.
    • Delete whichever is not applicable. Date __ Signature ___Director/Manager/Secretary Rubber stamp of company, if any, or of secretaries Postal address of company Perforated (To be completed by company) Herewith certificate of change of name dated Name of Company Registrar of Companies Postal Address Date stamp of Companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$30,00 No. 4536 Government Gazette 10 August 2010 55 Form CM 9A REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 50(2)) (Regulation 16(2)) (to be lodged in duplicate) CERTIFICATE OF CHANGE OF SHORTENED FORM OF NAME OF COMPANY Name of Company This is to certify that the Company has changed the former shortened form of its name from: to: and that the new shortened form of its name has this day been registered. Signed and sealed at WINDHOEK this _ day of __ of the year _____

      Registrar of Companies Seal of Companies Registration Office This certificate is not valid unless sealed by the Seal of the Companies Registration Office Registration Number of Company 56 Government Gazette 10 August 2010 No. 4536 Form CM 9A continUED REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 50(2)) (Regulation 16 (2)) APPLICATION FOR CHANGE OF SHORTENED FORM OF NAME OF COMPANY Name of Company Consequent upon the change of the name of the company by Special Resolution, dated __the former shortened form of the name of the company no longer applies to the company and has been changed from to If changed shortened form of name of company is not in official language, provide translation thereof in as far as possible Date Signature ____Director/Secretary/Manager Postal address



      Perforated (To be completed by company) Certificate of change of shortened form of name of company, dated ____Name of Company Postal address Registrar of Companies Date stamp of Companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$30,00 No. 4536 Government Gazette 10 August 2010 57 Form CM 9B REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 50(2)) (Regulation 16(3)) APPLICATION TO DEREGISTER A FORMER SHORTENED FORM OF NAME OF COMPANY New Name of Company: Former shortened form of name: Whereas the former shortened form of the name of the company no longer applies to the name of the companyconsequentuponthe changeofitsnamebyspecialresolution,dated ____the shortened form of the name of the company may be deregistered. The former shortened form of the name of the company no longer applies to the company and has been changed. Date ____ Signature ___Director/Secretary/Manager Rubber stamp of company, if any, or of the secretaries


      Perforated (To be completed by company) Application to deregister shortened form of name, dated __Deregistration effected Name of Company _____Postal address Registrar of Companies Date Stamp of Companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$30,00 58 Government Gazette 10 August 2010 No. 4536 Form CM 10 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 66) (Regulation 19) (to be lodged in duplicate) CERTIFICATE OF CONSOLIDATION OF ARTICLES I,……………………………………………………………………………………………………… a Notary Public practising in the Republic of Namibia hereby certify that the Articles of Association boundhereincontaina consolidatedandfullstatementof allthe articles applyingto…………………… ............................................................................................................................................................... (name of company) and the articles of the Company have been truly stated this ....................... day of .............................. of the year ..................... …….......................................... Signature..................................................... Seal of notary


      CERTIFICATE OF REGISTRAR OF COMPANIES I hereby certify that the Articles of Association bound herein constitute the Articles of Association of the above-mentioned Company in conformity with the articles registered in the Companies Registration Office as at the date of this certificate. Signed and sealed at Windhoek, this…………day of……………..…………….of the year ……........ ................................................... Registrar of Companies Seal of Companies Registration Office This certificate is not valid unless sealed with the seal of the Companies Registration Office. Revenue stamp or revenue franking machine impression N$45,00 No. 4536 Government Gazette 10 August 2010 59 Form CM 11 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 81(2)) (Regulation 24(1) and (2)) PAYMENT OF FEES ON INCREASE OF CAPITAL Name of Company INCREASE OF PAR VALUE SHARE CAPITAL Existing capital Amount of increase Amount of total capital after increase N$ ......................................... N$ ............................................... N$ ................................................ DIVISION OF SHARE CAPITAL Existing number of shares Number of shares being increased Total number of shares after increase Number of shares Class of shares Nominal amount of each share Number of shares Class of shares Nominal amount of each share Number of shares Class of shares Nominal amount of each share INCREASE OF NO PAR VALUE SHARE CAPITAL Existing stated capital N$ ..................................................................................................................... Existing number of shares Number of shares being increased Total number of shares after increase Number of shares Class of shares Number of shares Class of shares Number of shares Class of shares CERTIFICATE BY THE AUDITOR OF THE COMPANY RELATING TO THE VALUATION OF EXISTING SHARES IN SECTION 81(2)(b)(i) OF THE ACT I/We ................................................................being the auditor(s) of the company, hereby certify that: (a) The number of issued shares is The class of issued shares is The value of each share is and (b) that, if each new share is issued at the same value per share as the existing value per share, the state capital would be N$ ...................................... Date ......................................................... .................................................................... Signature of auditor Rubber stamp of auditor Date ......................................................... .......................................................................................... Signature of director/manager/secretary of the company Rubber stamp of company, if any, or of the secretaries Registration Number of Company Revenue stamp or revenue franking machine impression or revenue receipt Prescribed amount under section 81(2), (2)(a) and (b)(ii) 60 Government Gazette 10 August 2010 No. 4536 Form CM 12 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 86(2)) (Regulation 25(1)) STATEMENT OF PAYMENT OF COMMISSION ON SHARES N.B. - To be lodged with the Registrar of Companies before commission is paid Name of Company Authorised capital N$ ……………………… Authorised no par value shares Number Class Nominal value per share Number Class ISSUED SHARE CAPITAL Amount of share capital of par value N$…………………. Stated capital N$ …………………… Number Class Total amount paid Number Class Issue price per share SHARE CAPITAL TO BE ISSUED Amount N$ .................................... Number of no par value shares N$ ......................... Number Class Issue price per share Number Class Issue price per share COMMISSION PAID ON SHARES ISSUED WITHIN THE TWO YEARS PRIOR TO THE DATE OF THIS STATEMENT Date Number Class Issue price, par value shares Issue price, no par value shares Rate of commission paid Total amount of commission paid Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 61 Form CM 12 CONTINUED COMMISSION TO BE PAID ON THE SHARES TO BE ISSUED IN TERMS OF THIS STATEMENT Number Class Rate of commission to be paid Amount of commission to be paid Name, business and postal address of person to whom commission will be paid Article of association authorising commission ...................................................................................... Reason for the payment of commission ................................................................................................. ...............................................................................................................................................................


      Date ................................................... .................................................................... Signature of Director/Secretary/Manager Rubber stamp of company, if any, or of secretaries. Perforated (To be completed by company) Date of registration


      The statement of payment of commission on shares in respect of the company mentioned below has been registered on this day. Name of company Postal address Registrar of Companies Date stamp of Companies Registration Office 62 Government Gazette 10 August 2010 No. 4536 Form CM 14 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 89 and 93)) (Regulation 24(4) and (6)) (to be lodged in duplicate) RETURN OF ACQUISITION BY A COMPANY OF SHARES ISSUED BY IT/PAYMENTS TO SHAREHOLDERS Name of Company ____Acquisition/payment date ___

  74. Authorised capital of company: PAR VALUE Number of shares Class of shares Nominal amount of each share (N$) Authorised capital (N$) Total: Total: NO PAR VALUE Number of shares Class of shares Total: Perforated (To be completed by company) Acknowledgement of receipt of return of acquisitions by a company of shares issued by it/payments to shareholders dated Date of receipt by Name of company Registrar of Companies Postal address Registrar of Companies Will be collected Date stamp of Companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$80,00 No. 4536 Government Gazette 10 August 2010 63 Form CM 14 continued
  75. Issuedcapitalofcompanyasshownonthereturnofallotmentsdated.............…………………… PAR VALUE Number of shares Class of shares Nominal amount of each share (N$) Amount of issued paid-up capital (N$) Total: Total: NO PAR VALUE Number of shares Class of shares Issue price per share (N$) Stated capital (N$) Total: Total: Summary of total issued capital as shown on the return of allotments: Amount of issued paid-up capital N$ Stated capital N$Premium account N$Total issued capital N$
  76. Particulars of payments not indicated in Part 4 ____




  77. Particulars of acquisition of own shares issued by the company/payments to shareholders PAR VALUE Number of shares Class of shares Nominal amount of each share (N$) Amount of issued paid-up capital (N$) Total: Total: 64 Government Gazette 10 August 2010 No. 4536 Form CM 14 continued NO PAR VALUE Number of shares Class of shares Issue price per share (N$) Stated capital (N$) Total: Total:
  78. Issued capital of company at date of this return PAR VALUE Number of shares Class of shares Nominal amount of each share (N$) Amount of issued paid-up capital (N$) Total: Total: NO PAR VALUE Number of shares Class of shares Issue price per share (N$) Stated capital (N$) Total: Total: Summary of issued capital as at date of this return: Amount of issued paid-up capital N$ Stated capital N$Premium account N$Total issued capital N$Date ____ Signature ____Director/Manager/Secretary Rubber stamp of company, if any, or of secretaries Perforated (To be completed by company) Acknowledgement of receipt of return of acquisition by a company of shares issued by it/payments to shareholders Name of company ............................................................................ Postal address ............................................................................ ............................................................................ ............................................................................ ............................................................................ Date of registration

    Registrar of Companies Date stamp of Companies Registration Office No. 4536 Government Gazette 10 August 2010 65 Form CM 15 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 99(3)) (Regulation 26(1)) RETURN OF ALLOTMENT OF SHARES Name of company

  79. Date of allotment of shares
  80. Authorised capital of company No par value Par value Number of shares Class of shares Number of shares Class of shares Nominal amount of each share Authorised capital N$ N$ Total Total Total N$
  81. Shares subscribed for in memorandum of association: No par value Par value Number of shares Class of shares Number of shares Class of shares Nominal amount of each share Total amount paid-up N$ N$ Total Total Total N$
  82. Number of shares previously issued, paid-up capital and stated capital, including shares subscribed for in the memorandum. No par value Par value Number of shares Class of shares Issue price per share Stated Capital N$ Number of shares Class of shares Nominal amount of each share Amount of issued paidup capital N$ N$ Total Total N$ Total Total N$ Summary of issued capital prior to allotment: Amount of issued paid-up capital N$ Stated capital N$ Premium account N$ Total issued capital N$ Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 66 Government Gazette 10 August 2010 No. 4536 Form CM 15 continued
  83. Shares comprising this allotment: No par value Par value Number of shares Class of shares Issue price per share Stated Capital Number of shares Class of shares Nominal amount of each share Premium one each share Total amount of paid-up capital and premium (if any) N$ N$ N$ N$ N$ Total Total N$ Total Total N$ 6.(a) Shares allotted otherwise than for cash: No par value Par value Number of shares Class of shares Issue price per share Stated Capital Number of shares Class of shares Nominal amount of each share Premium one each share Total amount of capital deemed to be paid-up N$ N$ N$ N$ N$ Total Total N$ Total Total N$ (b) the consideration for which the shares have been allotted is as follows …………………….… ………………………………………………………………………………………………………...A copy of the contract, in writing, constituting the title of the allottee to the allotment, together with any contract of sale, or for service or other consideration in respect of which the allotment was made, must be attached. If the contract is not in writing, a memorandum containing full particulars of such contract must be attached. (For particulars of allottees see overleaf.) (c) The names and addresses of the allottees: Name of allottee Address of allottee Number of shares Description of shares allotted
  84. Issued capital at date of this return: No par value Par value Number of shares Class of shares Issue price per share Stated Capital Number of shares Class of shares Nominal amount of each share Premium one each share Total amount of capital deemed to be paid-up N$ N$ N$ N$ N$ Total Total N$ Total Total N$ No. 4536 Government Gazette 10 August 2010 67 Form CM 15 continued Summary of total issued capital as at the date of this return: Amount of issued paid-up capital N$ Stated capital N$ Premium account N$ Total issued capital N$ Certified correct Date Signature Director/Manager/Secretary Rubber stamp of company, if any, or of secretaries Perforated (To be completed by company) Date of receipt by Registrar of Companies

    Acknowledgement of receipt of return of allotments, dated Name of company Registrar of Companies Postal address Date stamp of Companies Registration Office 68 Government Gazette 10 August 2010 No. 4536 Form CM 16 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 99(4)) (Regulation 26(2)) RETURN OF ALLOTMENTS WHICH HAVE BECOME VOID Name of Company

  85. Authorised capital of company: NO PAR VALUE PAR VALUE Authorised number of shares Class of shares Number of shares Class of Shares Nominal amount of each share N$ Authorised capital N$ Total
  86. Issued capital of company as shown on the return of allotments dated __NO PAR VALUE PAR VALUE Number of shares Class of shares Issue price per share N$ Stated capital N$ Number of shares Class of shares Nominal amount of each share N$ Premium on each share N$ Total premium account N$ Total amount of paid-up capital, excluding premium account N$ Total Summary of total issued capital as shown on the return of allotments : Amount of Issue Paid-up capital …………………………….. N$ Stated Capital ………………………………………………… N$ Premium account …………………………………………….. N$ Total issued capital …………………………………………… N$ Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 69 Form CM 16 continued
  87. Particulars of allotment which has become void NO PAR VALUE PAR VALUE Number of shares Class of shares Issue price per share N$ Stated capital N$ Number of shares Class of shares Nominal amount of each share N$ Premium on each share N$ Total premium account N$ Total capital, excluding premium N$ Total
  88. Reasons for allotment becoming void __
  89. Issued capital of company at date of this return NO PAR VALUE PAR VALUE Number of shares Class of shares Issue price per share N$ Stated capital N$ Number of shares Class of shares Nominal amount of each share N$ Premium on each share N$ Total premium account N$ Total amount of paid-up capital, excluding premium account N$ Total Summary of total issued capital as shown on the return of allotments : Amount of Issued Paid-up capital N$ Stated Capital N$ Premium account N$ Total issued capital N$ Certified correct Date Signature ____Director/Manager/Secretary Rubber stamp of company, if any, or of secretaries Perforated (To be completed by company) Acknowledgement of receipt of return of allotments having become void, Date of receipt by Registrar of Companies_ dated Name of Company Registrar of Companies Postal Address Date stamp of Companies Registration Office 70 Government Gazette 10 August 2010 No. 4536 Form CM 17 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 102, 185, 187(4) and 314(3)) (Regulation 27) APPLICATION FOR EXTENSION OF TIME Name of company An extension of time from to is required in respect of The grounds for requiring the extension are Date Signature Director/Secretary/Manager Rubber stamp of company, if any, or of secretaries.Section 102 Issue of share certificates Section 185 Lodging of documents (to be specified) Section 187(4) Holding of annual general meeting Section 314(3) (a) Issue of interim report (b) Issue of provisional annual financial statements Perforated (To be completed by company) Application for extension of time in respect of Extension granted/refused dated ___ Extension granted until

    Registration Number of Company Name of company Registrar of Companies Postal address Date stamp of Companies Registration Office Not valid unless stamped by Registrar of Companies. No. 4536 Government Gazette 10 August 2010 71 Form CM 18 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 103(3), 260(5), 317(7) and 319(4)) (Regulation 28) ORDER OF COURT FOR REGISTRATION Name of company ____


    An order of Court for* ____



    is attached for registration. Date __ Signature ____Director/Secretary/Manager Rubber stamp of company, if any, or of secretaries.

    • Section 103(3) ____ Validation of irregular allotment of shares Section 260(5) Relief from oppression Section 317(7) Sanctioning a compromise or arrangement Section 319(4) _____ Scheme for reconstruction or amalgamation Perforated (To be completed by company) *Order of Court for registration Order of Court has this day been registered

      Registration No. of Company Name of company ____ Registrar of Companies Postal address____Date stamp of Companies Registration Office ___


      Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$50,00 72 Government Gazette 10 August 2010 No. 4536 Form CM 19 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 104(5)) (Regulation 29) NOTICE OF REDEMPTION OF REDEEMABLE PREFERENCE SHARES Name of company A. TOTAL SHARE CAPITAL BEFORE REDEMPTION NUMBER OF SHARES DESCRIPTION OF CLASSES OF SHARES ISSUED CAPITAL SHARE PREMIUM AUTHORISED ISSUED ACCOUNT N$ N$ N$ N$ TOTAL N$ N$ B. SHARES REDEEMED OUT OF: (i) Profits (Section 104(1)) on __(Date) NUMBER OF SHARES REDEEMEDDESCRIPTION OF CLASSES OF SHARES AMOUNT PER SHARE TOTAL AMOUNT OF CAPITAL REDEEMED N$ N$ N$ N$ TOTAL N$ (ii) A fresh issue of shares (Section 104(2)) on __(Date) NUMBER OF SHARES REDEEMEDDESCRIPTION OF CLASSES OF SHARES AMOUNT PER SHARE TOTAL AMOUNT OF CAPITAL REDEEMED N$ N$ N$ N$ TOTAL N$ C. SHARES ISSUED IN LIEU OF SHARES REDEEMED IN B (ii) on _____(Date) NUMBER ISSUEDDESCRIPTION OF CLASSES OF SHARES AMOUNT PER SHARE PREMIUM PER SHARE SHARE CAPITAL N$ N$ N$ N$ TOTAL N$ D TOTAL SHARE CAPITAL AFTER REDEMPTION AS AT _____(Date) NUMBER OF SHARES *DESCRIPTION OF CLASSES OF SHARES ISSUED SHARE SHARE PREMIUM AUTHORISED ISSUED CAPITAL ACCOUNT N$ N$ N$ N$ TOTAL N$ (A) N$ (B)

    • INDICATE PAR VALUE AND NO PAR VALUE SHARE SEPARATELY TOTAL (A) + (B) N$ Date ____ Signature __Rubber stamp of company, if any, or of secretaries Director/Secretary Perforated (To be completed by company) Date of receipt by Acknowledgement of receipt of notice of redemption of shares, dated Registrar of Companies____ Name of company Postal address Registrar of Companies Date stamp of companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$20,00 No. 4536 Government Gazette 10 August 2010 73 Form CM 20 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 108(3)) (Regulation 30) NOTICE OF VARIATION OF RIGHTS IN RESPECT OF SHARES Name of company The rightsin respect of the following classes ofshares have been varied by consent/special resolution to the extent set out below.Delete whichever is not applicable. † Fee: If attached to special resolution (CM26) there is no fee; if not attached to special resolution, fee is N$ 50,00. Class of shares Existing rights attached to class of shares Rights attached to class of shares after variation Date ____ Signature ___Director/Secretary Rubber stamp of company, if any, or of secretaries Perforated (To be completed by the company) Date of receipt by Registrar of Companies _ Acknowledgement of notice of variation of rights in respect of shares Name of company Postal address Registrar of Companies Date stamp of companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 74 Government Gazette 10 August 2010 No. 4536 Form CM 21 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 114(2), 117(4), 134, 135, 136, 223(4), 238(2) and 248(2)) (Regulation 32)) NOTICE OF PLACE WHERE REGISTERS ARE KEPT Name of company Notice is hereby given that the * which is not kept at the registered office of the company is, with effect from kept at the following address: It was previously kept at: Date Signature Director/Secretary/Manager Rubber stamp of company, if any, or of secretaries
    • Insert applicable type of register Section 114 .......... Branch register in foreign country Section 223(4) ...... Register of directors and officers. Section 117(4) ..... Register of members Section 238(2) ..... Registers of interest of directors Section 134 .......... Register of pledges and bonds and others in shares and debentures Section 135 .......... Register of debenture holders Section 248(2) ..... Register of interests in contract of directors and officers Perforated (To be completed by the company) Notice of place where registers kept. (*___) Notice received Registration Number of Company _Name of company Postal address Registrar of Companies Date stamp of Companies Registration Office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 75 Form CM 22 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 178) (Regulation 37) (To be lodged in duplicate upon incorporation and prior to change of addresses) NOTICE OF REGISTERED OFFICE AND POSTAL ADDRESS OF COMPANY Name of Company (a) The situation of the registered office and the postal address of the above-mentioned company are as follows: (i) Registered address (ii) Postal address (b) The date of the intended changes in the addresses is (Both addresses must be furnished at all times) Date Signature Director/Secretary/Manager The changes take effect on _____

      REGISTRAR OF COMPANIES DATE OFFICE USE Data processing (1) Recorded Name of Company Date and initials ____(2) Corrections Postal address Date and initials ____Date stamp of Companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 76 Government Gazette 10 August 2010 No. 4536 Form CM 23 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 181, 182 and 336)) (Regulation 39)) ANNUAL RETURN Name and postal address of Company Name And Number Of Holding Company Registration Number of Company Day Month Year For office use A Annual return for calendar year DATA PROCESSING B Date incorporated/registered/established 1 Recorded Date and Initials.................... C Annual General Meeting Date of annual general meeting held in respect of previous financial year

  90. Corrections Codes ................................... D End of Financial year Dateandinitials.......................... E Signed ................................................ Date ............................................. (Representative) Perforated (To be completed by company) ANNUAL RETURN FOR CALENDAR YEAR ................ Return received____ Name of company Postal address Registrar of Companies Date stamp of Companies Registration Office Invalid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 77 Form CM 25 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 207(5) (Regulation 43 (2)) CONSENT TO WAIVE PERIOD OF NOTICE OF MEETING TO PASS A SPECIAL RESOLUTION Companies Registration office PO Box 21214 WINDHOEK NAMIBIA Name of Company We, the undersigned members of the above-mentioned company, consent and agree that at the general meeting of the company to be held on , and of which less than 21 days notice was given, a resolution relating to may be proposed and passed as a special resolution. Date Signature Date Signature Date Signature Date Signature Date Signature Date Signature I certify that the members of the company whose signatures are affixed above are the majority in number of the members of the company having the right to attend and vote at the meeting concerned and that they hold in aggregate not less than 95 per cent of the total votes held by all the members of the company. Date Signature Director/Secretary Rubber stamp of company, if any, or of secretaries To be attached to special resolution lodged for registration. Revenue stamp revenue franking machine impression N$100 plus annual duty under section 182 and 183 and regulation 40 78 Government Gazette 10 August 2010 No. 4536 Form CM 26 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 208) (Regulation 43 (1)) (To be lodged in duplicate) SPECIAL RESOLUTION Name of company Date notice given to members Date resolution passed Special resolution passed in terms of section of the Act/paragraph of the memorandum/article of the articles. Copy of notice convening meeting attached Consent to waive period of notice of meeting (CM 25) attached/ not attached. CONTENTS OF RESOLUTION (Use reverse side if necessary) Resolved Rubber stamp of company, if any, or of secretaries. Date Signature__+___Director/Secretary/Manager Name (in block capitals)
    • Delete whichever not applicable Perforated (To be completed by company) Herewith copy of special resolution as registered. Special resolution registered this day Registration Number of Company ____Name of Company Registrar of Companies Postal Date stamp of Companies address Registration Office Not valid unless stamped by the Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$80,00 No. 4536 Government Gazette 10 August 2010 79 Form CM 27 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 219) (Regulation 45 (1)) CONSENT TO ACT AS DIRECTOR OR OFFICER AND OTHER DIRECTORSHIPS Name of company A. Consent I hereby consent to my appointment as director / officer of the above-named company. I certify that I am not disqualified in terms of sections 225 or 226 of the Companies Act from being a director/officer. Signed: Date: (To be signed by: Director or officer personally; or the authorised agent on behalf of a director of an external company not resident in Namibia; or the authorised agent of a corporate body.) *Delete where not applicable.

      B. Personal particulars

  91. Surname
  92. Full forenames
  93. Former surname and forenames Year Month Day
  94. Identity number or, if not, available, date of birth
  95. Date of appointment
  96. Residential address
  97. Business address
  98. Postal address
  99. Nationality (If not Namibian)
  100. Occupation
  101. Resident in Namibia (Yes or No)
  102. Address ofregistered office, and registration number, if officer is a corporate body C. Other Directorships Attach list hereto Registration Number of Company 80 Government Gazette 10 August 2010 No. 4536 Form CM 28 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 219(1)(b)) (Regulation 45(2)) DIRECTOR’S CONTRACT TO TAKE SHARES OF COMPANY AS QUALIFICATION SHARES Name of company I, (full names of director) hereby agree to take and pay for the following shares of the company, as qualification shares, in terms of article of the company’s articles of association. Number of shares Class of shares Nominal par value of share Premium per share Issue price of no par value share Amount Paid Total N$ Signed at this day of of the year Signature _ Director Witness ___Name in block capitals Residential address Signature ___Witness Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 81 Form CM 29 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 224(2), 284, 328(1), 331(1) and 333(1)) (Regulation 46(1)) CONTENTS OF REGISTER OF DIRECTORS, AUDITORS AND OFFICERS Companies Registration Office PO Box 21214 WINDHOEK NAMIBIA Name and postal address of Company Return of particulars as at ………………………….. I, (name of director of officer) state that, the written consent of the directors or officers whose names appear in this return have been obtained on a duly completed form CM 27, the directors or officers are not disqualified under section
  103. Signed ____Date A. Directors KEY TO PERSONAL PARTICULARS REQUIRED PERSONAL PARTICULARS

  104. Surname
  105. Full forenames
  106. Former surname and forenames
  107. Identity number or, if not, available, date of birth Year Month Day
  108. (a) Date of appointment (b) Designation
  109. Residential address
  110. Business address
  111. Postal address
  112. Nationality (If not Namibian)
  113. Occupation
  114. Resident in Namibia (Yes or No)
  115. Nature of change in 1 to 5 above and date Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 82 Government Gazette 10 August 2010 No. 4536 Form CM 29 continuted FOR KEY TO PARTICULARS, SEE PAGE 1 Registration Number of Company
    1. 4 Year Month Day 4 Year Month Day

  116. (a) 5. (a) (b) (b)
  117. 6.
    1. 4 Year Month Day 4 Year Month Day

  118. (a) 5. (a) (b) (b)
  119. 6.
    1. 4 Year Month Day 4 Year Month Day

  120. (a) 5. (a) (b) (b)
  121. 6.
    1. No. 4536 Government Gazette 10 August 2010 83 Form CM 29 continuted FOR KEY TO PARTICULARS, SEE PAGE 1 Registration Number of Company

    1. 4 Year Month Day 4 Year Month Day

  122. (a) 5. (a) (b) (b)
  123. 6.
    1. 4 Year Month Day 4 Year Month Day

  124. (a) 5. (a) (b) (b)
  125. 6.
    1. B. Auditor

  126. Name
  127. Date of appointment
  128. Nature of change in 1 and 2 above and date. Perforated (To be completed by company) Return of particulars of company’s register of directors, auditors & officers CM29 Dated Date received__ Name of company Postal address Date stamp of Companies Registration Office 84 Government Gazette 10 August 2010 No. 4536 Form CM 29 continuted C. Officers and Local Managers KEY TO PERSONAL PARTICULARS REQUIRED PERSONAL PARTICULARS

  129. Surname
  130. Full forenames
  131. Former surname and forenames
  132. Identity number or, if not, available, date of birth Year Month Day
  133. (a) Date of appointment (b) Designation
  134. Address of registered office, and registration number if officer is a corporate body
  135. Residential address
  136. Business address
  137. Postal address
  138. Nationality (If not Namibian)
  139. Occupation
  140. Resident in Namibia (Yes or No)
  141. Nature of change in 1 to 6 above and date FOR KEY TO PARTICULARS, SEE ABOVE
    1. 4 Year Month Day 4 Year Month Day

  142. (a) 5. (a) (b) (b)
  143. 6.
  144. 11.
    1. Registration Number of Company No. 4536 Government Gazette 10 August 2010 85 Form CM 30 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 279(2)) (Regulation 47(2)) NOTICE OF FAILURE TO APPOINT OR REAPPOINT AUDITOR AT ANNUAL GENERAL MEETING Name of company No auditor was appointed/reappointed at the annual general meeting held on As at the directors have not appointed/reappointed an auditor of the company. The Registrar is now requested to appoint a person(s) in terms of section 279 (1) of the Act to fill the vacancy.

      • Delete whichever is not applicable. Date Signature Director/Manager/Secretary Rubber stamp of company, if any, or of secretaries. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 86 Government Gazette 10 August 2010 No. 4536 Form CM 31 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 180(3)(d), 277(1), 279(2), 281, 284, 285, 286, 288, 328(1)(c) and 331)) (Regulation 47(1)) NOTICE OF, CONSENT TO APPOINTMENT, CHANGE OF NAME, OR RESIGNATION BY AUDITOR OR REMOVAL OF AUDITOR Name of company Part I (To be completed by the auditor concerned and to be sent to the company for completion of Part III and lodgement with Registrar)
      • A APPOINTMENT I, ............................................................... consent to my appointment as auditor of the abovementioned company as from ..................... and declare that I am not disqualified in terms of section 283 of the Companies Act, 2004 for the appointment. *B CHANGE OF NAME The firm …………………………………. has with effect from ………………..…….. changed its name and will in future be know as ……………………………………….. Date ____ Signature ____Auditor Situation of office Postal address ___

        Part II (To be completed by the auditor concerned and original to be lodged with Registrar and duplicate to be sent to the company for completion of Part III and lodgement with Registrar)

      • C RESIGNATION I _ resign as auditor of the abovementioned company and declare that - (a) as at the date if this notice I have no reason to believe that in the conduct of the affairs of the company a material irregularity has taken place, or is taking place which has cause or is likely to cause financial loss to the company or to any of its members or creditors. I reported a material irregularity to the Public Accountants’ and Auditors’ Board on ___in terms of the Public Accountants’ and Auditors Act, 1951 (Note : This resignation shall take effect on the date upon which another auditor is appointed in terms of section 288(3) and (4) of the Companies Act, 2004) Date ____ Signature __Auditor Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 87 Form CM 31 continued Part III (To be completed by company concerned and lodged with Registrar)
      • D STATEMENT The auditor of the abovementioned company was removed/not reappointed in terms of section 285/286 of the Companies Act, 2004 on ___. The vacation of the office/particulars pertaining to the matters reflected in Part I/II have been entered in the register in compliance with section 223 of the Companies Act,
  145. (Note : This resignation shall take effect on the date upon which another auditor is appointed in terms of section 288(3) and (4) of the Companies Act, 2004) Date ____ Signature ____Director/Officer Perforated (To be completed by the auditor or company concerned and lodged with the Registrar) NOTICE RELATING TO A CHANGE IN RESPECT OF AN AUDITOR DATED Return received


    Name of auditor/ company Date stamp of Companies Registration Office Postal address Not valid unless stamped by Registrar of Companies. 88 Government Gazette 10 August 2010 No. 4536 Form CM 32 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 293(2) and 335(3)) (Regulation 48(1)) CHANGE OF THE END OF THE CURRENT FINANCIAL YEAR Companies Registration Office PO Box WINDHOEK NAMIBIA Name of Company The end of the current financial year is A. The end of the current financial year has been brought forward to B. The end of the current financial year must be extended to Reason for extension Date Signature : Director/Manager/Secretary Approved/Refused : Registrar of Companies Perforated (To be completed by the company) Advice of change of the end of the current financial year dated: Form CM32 Approved/Refused Name of company Postal address Registrar of Companies Date Stamp of Registration Office Companies Registration Number of Company Revenue stamp or revenue franking machine impression N$30,00 No. 4536 Government Gazette 10 August 2010 89 Form CM 33 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 299(3)) (Regulation 49(1)) APPLICATION TO REGISTRAR BY COMPANY FOR APPROVAL THAT GROUP ANNUAL FINANCIAL STATEMENTS NEED NOT DEAL WITH SUBSIDIARY Name of holding company Name of subsidiary company Registration Number The directors of the above-mentioned holding company are of opinion that -(a) if the subsidiary were to be dealt with in group annual financial statements, the result would be misleading or harmful to the business of the company or any of its subsidiaries; or(b) the business of the company and that of the subsidiary are no different that they cannot reasonable be treated as a single undertaking. The reasons for making this application are: (Use reverse side of form, if necessary) A report by the auditor of the company is attached Date............................................................... Signature ................................................................ Director/Manager/Secretary Rubber stamp of company, if any, or of secretaries *Delete whichever is not applicable Perforated (To be completed by company) Application to Registrar by company not to deal in group annual financial statements with subsidiary Approved/ Not approved Name of company Postal address Registrar of Companies Date stamp of Companies Registration Office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$80,00 90 Government Gazette 10 August 2010 No. 4536 Form CM 34 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 306(5), 311(3), 313 and 335)) (Regulation 50(1), (4) and (6)) (to be lodged when company sends notice to members) LODGEMENT OF FINANCIAL STATEMENTS/INTERIM REPORTS Name of holding company Names of subsidiaries (if any) Registration Numbers The following documents are lodged herewith: † Annual financial statements/† group annual financial statements in terms of section 306(5)(a)/ 335 of the Companies Act for the financial year ended † Annual financial statements in terms of section 306(5)(b) of the Companies Act for the financial year ended † Interim report in terms of section 313/†335 of the Companies Act for the half year ended


    † Provisional annual financial statements in terms of section 313 of the Companies Act for the financial year ended ____Rubber stamp of company if any, or of secretaries N.B. - Complete if annual financial statements in respect of subsidiaries are lodged. † Delete whichever is not applicable. Perforated (To be completed by company) Lodgement of/† annual financial statements/† group annual financial statements and † annual financial statements of subsidiaries /† provisional annual financial statements / † interim report for financial year /† half year ended __Received Name of company _____Postal address Registrar of Companies Date Stamp of Companies Registration Office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 91 Form CM 35 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 314 read with section 299(3)) (Regulation 51(1)) APPLICATION NOT TO ISSUE INTERIM REPORTS Name of holding company The company applies for exemption to issue a half-yearly report for the financial year beginning on


    The interim report is required to be issued on or before _____ and __The same exemption is required in respect of the interim report for the financial year beginning on


    which is due to be issued on or before _ The directors of the company are of the opinion that such reports - (a) would be misleading to members of the company / or harmful to the business of the company;or (b) would entail unnecessary expenses or for any other reason would serve no useful purpose. Delete whichever is not applicable. The reasons for making this application are: (Use reverse side of form, if necessary) A report by the auditor of the company is attached. Rubber stamp of company, if any, or of secretaries Date __ Signature ____Director/Manager/Secretary Perforated (To be completed by company) Application no to issue interim reports; due on Application refused and Application granted for report Name of company due on__and ____Postal address Registrar of Companies Registration Office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$40,00 92 Government Gazette 10 August 2010 No. 4536 Form CM 36 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 320(2)(c), 322(3) and 324)) (Regulation 52) TAKE-OVER OFFER AND TAKE-OVER STATEMENT Name of offeree company: Insert here particulars of principal Particulars of offeror (if person): Surname: Full forenames Nationality (if not Namibian) Occupation (“Director of Companies” not acceptable) Residential address Business address Postal address Insert here particulars of person acting on behalf of principal Particulars of person acting on behalf of principal (if any): Surname: Full forenames Nationality (if not Namibian) Occupation (“Director of Companies” not acceptable) Residential address Business address Postal address Particulars of offeror (if company, external company or other body corporate Name ___Registration No. (if any) Name of country (and state, if any,) in which incorporated (if not in Namibia): Registered address in Namibia Postal address in Namibia Address in foreign country (if external company) Name of controlling company (if any): ___ Registration No. (if any) DIRECTORS Surnames Full forenames Residential address Copies of the take-over statement and annexures, dated __by the offeror/take overstatement by directors of the offeree company with annexures. dated .......................................................................... are attached hereto.Delete whichever is not applicable Date ................................................................ Signature of offeror .............................................. If company, rubber stamp of company, if any, or of secretaries Signature ................................. Director/Secretary/Manager Perforated (To be completed by offeror) Take-over offer/take-over statement, dated ................................. Received


    Name of offeror ........................................................................... ..................................................................................................... Registrar of Companies Postal address .............................................................................. Date stamp of Companies ............................................................................................. Registration office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 93 Form CM 37 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 328(1)(f) and 332(3)) (Regulation 54(1)) NOTICE OF PERSON AUTHORISED TO ACCEPT SERVICE ON BEHALF OF EXTERNAL COMPANY Name of Company Notice is hereby given that the person mentioned below is authorised to accept service on behalf of the company: (a) Surname Full forenames Residential address Business address Postal address(b) The abovementioned person is no longer authorised to accept service on behalf of the company, but the person who is mentioned below is now authorised to do so: (a) Surname Full forenames Residential address Business address Postal address with effect from __Delete whichever is not applicable Rubber stamp of company, if any, or of secretaries Date Signature Director/Manager/Secretary Perforated (To be completed by company) Name of company Notice Received Postal address
    Registrar of Companies Date stamp of Companies Registration Office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 94 Government Gazette 10 August 2010 No. 4536 Form CM 38 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 332(2)) (Regulation 54(2)) (to be lodged in duplicate) NOTICE BY PERSON AUTHORISED TO ACCEPT SERVICE ON BEHALF OF EXTERNAL COMPANY TO TERMINATE HIS/HER AUTHORISATION Name of company Postal address I, _____, being the person who has been authorised to accept service on behalf of the above-mentioned company, have informed the company that I intend to withdraw from such authorisation with effect from


    Date Signature ____RESERVED FOR REGISTRAR OF COMPANIES To: The Directors (the company mentioned above) Sir/Madam In confirmation. Please attach form CM 37 (Notice of person authorised to acceptservice on behalf of external company) to this form and return it to the Registrar of Companies within 21 days of the date at above. Yours faithfully Registrar of Companies WINDHOEK Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 Date Stamp of Companies Registration Office No. 4536 Government Gazette 10 August 2010 95 Form CM 39 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 334) (Regulation 56(1)) ALTERATION TO MEMORANDUM OF EXTERNAL COMPANY Name of company The company has altered its memorandum on A certified copy of the instrument showing the alteration/and a certified translation thereof is/are attached. Rubber stamp of company Date Signature Director/Manager/SecretaryDelete whichever is not applicable Perforated (To be completed by company) Received and registered on this day


    Alteration of memorandum of external company, dated Name of company Registrar of Companies Postal address Date stamp of Companies Registration office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$50,00 96 Government Gazette 10 August 2010 No. 4536 Form CM 40 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Sections 382(5)(a), 436(b) and 439(d)(i), (ii)) (Regulation 57) APPOINTMENT AS LIQUIDATOR/PROVISIONAL JUDUCIAL MANAGER/JUDICIAL MANAGER Name of company ____Herewith certificate of appointment /† Certificate of cancellation as ____in respect of the abovementioned company. † Copy of judicial management order attached. Date _ Signature ___†Liquidator/Provisional judicial manager/Judicial manager Rubber stamp, if anyState whether Liquidator/Provisional judicial manager/Judicial manager † Delete whichever is not applicable. Address of liquidator/Provisional judicial manager/Judicial manager Business address Postal address Perforated (To be completed by Liquidator/Provisional judicial manager/Judicial manager) Appointment as Liquidator/Provisional judicial manager/Judicial manager Name Notice Received


    Postal address Registrar of Companies Date stamp of Companies Registration Office Not valid unless stamped by Registrar of Companies. Registration Number of Company Revenue stamp or revenue franking machine impression N$10,00 No. 4536 Government Gazette 10 August 2010 97 REPUBLIC OF NAMIBIA Form CM 41 COMPANIES ACT, 2004 (Section 141) (Regulation 58) BROKER’S TRANSFER FORM For exchange control purposes Certification by issuer of security A FULL NAME OF ISSUER OF SECURITY AS SHOWN ON CERTIFICATE This portion to be completed by the broker Figures Words Quantity and full description of securities to be transferred Description Certificate(s) No.(s) Certificate and distinctive numbers(s) (if any) TRANSFER [in block letters insert the full name(s) of FROM the present registered holder(s)] [transferor(s)] I/We certify that the effective date of the transferor’s signature for stamp duty purposes was .................................................................................. .................................................................................. .................................................................................. (Signature of broker) (Stamp of selling broker) Lodged for certification by B TRANSFER [in block letters insert the full name(s) and the TO postal address(es) of the person(s) into whose name(s) the securities are to be transferred] [transferee(s)] ............................................................................................................................... ............................................................................................................................... ............................................................................................................................... This portion to be competed by the agent of the transferee(s) CONSIDERATION. - State the amount (in figures) paid for the securities N$ ........................................................ I/We request that such entries be made in the register as are necessary to give effect to this transfer. .................................................................................................................................... .................................................................................................................................... .................................................................................................................................... Name and address or stamp of person lodging this form or stamp of buying broker (if any) NAMIBIAN REVENUE STAMPS or endorsement claiming exemption in terms of the Stamp Duties Act, 1993

    • FOR USE IN REGISTERING OFFICE 98 Government Gazette 10 August 2010 No. 4536 REPUBLIC OF NAMIBIA Form CM 42 COMPANIES ACT, 2004 (Section 141) (Regulation 58) SECURITIES TRANSFER FORM For exchange control purposes Certification, if any, by issuer of security A FULL NAME OF ISSUER OF SECURITYAS SHOWN ON CERTIFICATE This portion to be completed by transferor(s) (that is, the person(s) in whose name(s) the securities are at present registered). Figures Words Quantity and full description of securities to be transferred Description Certificate(s) No.(s) Distinctive numbers(s) (if any) TRANSFER FROM [in block letters insert the full name(s) of the present registered holder(s)] [transferor(s)] Date of signature II/We the undersigned hereby transferthe above securities from the name(s) aforesaid to the person(s) named below or to the several persons named in Part B of the Broker’s Transfer forms (CM41) relating to the above security. ................................................................................ ................................................................................ Date of signature........................................................ (Stamp of selling broker) Lodged for certification by B TRANSFER TO [in block letters insert the full name(s) and the postal address(es) of the person(s) into whose name(s) the securities are to be transferred] [transferee(s)] ....................................................................................................................... ....................................................................................................................... ....................................................................................................................... This portion to be completed by the transferee(s) (that is, the person(s) in whose name(s) the securities are to be registered) or agent, except where broker’s transfer forms are CONSIDERATION. - State the amount (in figures) paid for the securities. If no consideration was paid, to market value of the securities at the date of the transaction must be stated. N$ ................................................. I/We request that such entries be made in the register as are necessary to give effect to this transfer. ............................................................................................................................ ............................................................................................................................ ............................................................................................................................ Name and address or stamp of person lodging this form or stamp of buying broker (if any) NAMIBIAN REVENUE STAMPS (UNLESS BROKER’S TRANSFER FORMS ARE USED) or endorsement claiming exemption in terms of the Stamp Duties Act, 1993
    • FOR USE IN REGISTERING OFFICE No. 4536 Government Gazette 10 August 2010 99 PART A Form CM 43 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 427) (Regulation 59) (to be lodged in duplicate) Surname Full forenames Postal address Particulars of director of dissolved company within the meaning of section 427(1) Former surnames Former forenames Nationality (if not Namibian) Residential address Date of appointment as director Name(s) of company(ies) dissolved for the reason that it/they was/were unable to pay its/their debts Date of dissolution 1. Date of birth 2. Occupation 3. 4. LIQUIDATOR’S REPORT [IN TERMS OF SECTION 427(2)] Date __ Signature ___ Liquidator Rubber stamp of liquidator, if any Delete whichever is not applicable. Postal address of liquidator Business address of liquidator Revenue stamp or revenue franking machine impression N$10,00 100 Government Gazette 10 August 2010 No. 4536 PART B Form CM 43 continued FOR USE BY REGISTRAR OF COMPANIES Dear ………………….. Section 427 of the Companies Act, 2004, requires the Registrar of Companies to maintain a register of directors of companies which have been dissolved and were unable to pay their debts. The information detailed overleaf has been supplied to the Registrar by the liquidator of the company of which you were a director in the circumstances contemplated under the aforementioned section of the Act. In terms of subsection (4) you may, within one month of the date of this advice to you, object by affidavit or otherwise to your name being entered in the register. In your own interest, it is proposed that you give this matter your most urgent attention. Yours faithfully Registrar of Companies Date Stamp of Comanies Registration Office No. 4536 Government Gazette 10 August 2010 101 Form CM 44 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 64) (Regulation 18(1)) ARTICLES OF ASSOCIATION OF A COMPANY HAVING A SHARE CAPITAL ADOPTING SCHEDULE 1 NAME OF COMPANY: ............................................................................................................................................................... SCHEDULE 1 - TABLE A/BA. The articles of Table A/B contained in Schedule 1 to the Companies Act, 2004, shall apply to the Company, subject to such additions, omissions and modifications as stated below. ADDITIONS B. The following articles additional to that contained in Table A/B are included: (a) (b) (c) OMISSIONS C. The following articles contained in Table A/B are omitted: (a) (b) (c) MODIFICATIONS D. The following articles contained in Table A/B are modified in the manner indicated: (a) (b) (c)Delete whichever is not applicable. Registration Number of Company 102 Government Gazette 10 August 2010 No. 4536 Form CM 44A REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 64) (Regulation 18(2)) ARTICLES OF ASSOCIATION OF A COMPANY HAVING A SHARE CAPITAL NOT ADOPTING SCHEDULE 1 NAME OF COMPANY: ............................................................................................................................................................... A. The articles of Table B contained in Schedule 1 to the Companies Act, 2004, shall not apply to the Company. B. The articles of the company are as follows: Registration Number of Company No. 4536 Government Gazette 10 August 2010 103 Form CM 44B REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 64) (Regulation 18(3)) ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING SHARE CAPITAL NOT ADOPTING SCHEDULE 1 NAME OF COMPANY: ............................................................................................................................................................... A. The articles of Table A contained in Schedule 1 to the Companies Act, 2004, shall not apply to the Company. B. The articles of the company are as follows: Registration Number of Company 104 Government Gazette 10 August 2010 No. 4536 Form CM 44C REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 SIGNATORIES TO ARTICLES OF ASSOCIATION (Section 64) (Regulation 18 (1), (2) and (3)) Particulars of subscriber Date and signature of subscriber Particulars of witness Date and signature of witness
  146. Full names 1. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  147. Full names 2. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  148. Full names 3. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address
  149. Full names 4. Full names Occupation Occupation Residential address Residential address Business address Business address Postal address Postal address No. 4536 Government Gazette 10 August 2010 105 Form CM 44C continued SIGNATORIES TO ARTICLES OF ASSOCIATION (Section 64) (Regulation 18 (1), (2) and (3)) Particulars of subscriber Date and signature of subscriber Particulars of witness Date and signature of witness
  150. Full Names Occupation Residential address Business address Postal address
  151. Full Names Occupation Residential address Business address Postal address
  152. Full Names Occupation Residential address Business address Postal address
  153. Full Names Occupation Residential address Business address Postal address
  154. Full names Occupation Residential address Business address Postal address
  155. Full names Occupation Residential address Business address Postal address 106 Government Gazette 10 August 2010 No. 4536 Form CM 45 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 30(1)) (Regulation 13(1)) (to be lodged in duplicate) AMENDED CERTIFICATE OF INCORPORATION RELATING TO THE CONVERSION OF ONE FORM OF COMPANY INTO ANOTHER TYPE OF COMPANY This is to certify that _____

    which was registered on ___has by SPECIAL RESOLUTION been converted from a _


    into a __


    and the name of the company is shown in my register as__with effect from the date of this certificate. Signed and sealed at Windhoek, this __ day of __ of the year __


     Registrar of Companies

    Seal of the Companies Registration Office


    This certificate is not valid unless sealed by the Seal of the Companies Registration Office. Registration Number of Company No. 4536 Government Gazette 10 August 2010 107 Form CM 45 continued REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 30(1) (Regulation 13 (1)) APPLICATION TO REGISTER THE CONVERSION OF ONE TYPE OR FORM OF COMPANY INTO ANOTHER TYPE OR FORM OF COMPANY Existing name of Company ____which was registered on ___has passed a SPECIAL RESOLUTION to converted itself from a __


    into a __


    The name by which the company will be know after the conversion will be __


    Date _ Signature ____Director/Manager/Secretary Rubber stamp of company if any, or of secretaries Postal address of Company ___


    Perforated (To be completed by company) Amended Certificate of Incorporation relating to conversion of one type or form of Company into another type or form of Company dated_, herewith Registrar of Companies Name of Company Postal address Date stamp of companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$40,00 108 Government Gazette 10 August 2010 No. 4536 Form CM 46 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 180) (Regulation 38(1)) (to be lodged in duplicate) CERTIFICATE TO COMMENCE BUSINESS I hereby certify that .............................................................................................................................., which was incorporated on the …………………… day of …………………….............………… of the year ……..……., has complied with the requirements of section 180 of the Companies Act, 2004, and is with effect from this day entitled to commence business. Signed and sealed at ........................................... this ................ day of .............................................. of the year ............................ .................................................... Registrar of Companies Seal of the Companies Registration Office This certificate is not valid unless sealed by the Seal of the Companies Registration Office. Registration Number of Company No. 4536 Government Gazette 10 August 2010 109 Form CM 46 continued REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 180) (Regulation 38(1)) APPLICATION FOR CERTIFICATE TO COMMENCE BUSINESS Name of Company: ............................................................................................................................................................... The Company which was incorporated on the ................ day of ....................................................... of the year .................................... applies for a certificate to commence business and attaches hereto the documents prescribed by regulation 30. The financial year of the Company ends on the ……........……………………………… each year. Postal Address Signature ___Director/Secretary/Manager


    Name in block capitals Perforated (To be completed by company) Certificate to commence business dated __, herewith Registrar of Companies Name of Company Postal address Date stamp of companies Registration Office Registration Number of Company Revenue stamp or revenue franking machine impression N$60,00 plus annual duty 110 Government Gazette 10 August 2010 No. 4536 Form CM 47 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 180(3)) (Regulation 38 (1)(b)) STATEMENT BY EACH DIRECTOR REGARDING ADEQUACY OF CAPITAL OF COMPANY Name of Company Date of Registration I, of declare that: (provide residential address above)

  156. I have consented to be and I am a director of the above mentioned company. 2. The capital of the Company is adequate for the purposes of the company and its business. 3. The capital of the company is inadequate for the purposes of the company and its business for the following reasons: ___


    4.* Having regard to my statement in paragraph 3, the company is to be financed in the following manner and from the following sources: _____




    Signed at __ this day of ____ of the year in the presence of the witness whose signature appears below.


    Director Witness Signature Full Names Occupation Residential Address Business AddressDelete whichever is not applicable Registration Number of Company Revenue stamp or revenue franking machine impression N$25,00 No. 4536 Government Gazette 10 August 2010 111 Form CM 48 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 180(2)) (Regulation 38(1)(a)) AFFIDAVIT PURSUANT TO SECTION 180(2) OF THE ACT Name of Company Date of registration I, of do hereby make oath/affirmation and say:

  157. I am a director/secretary* of the abovementioned company.
  158. In my capacity as director/secretary I have full accessto the books and papers of the company. 3. (a) Every director has paid to the company for each of the shares taken or contracted to be taken by him/her, and for which he/she is liable to pay in cash, the full subscription price. 3.* (b) No director of the company is, by its articles, required to hold any shares of the company to qualify to be a director.
  159. Shares paid for in cash have been allotted to a total amount of not less than the minimum subscription stated in the prospectus to be N$ _ (repeat amount in words) N$ ___.
  160. No money is or may become repayable to applicants for any shares which have been offered to the public by reason of the refusal of an application for permission for the shares to be dealt in on a stock exchange or the dismissal of an appeal against such refusal. Dated this day of of the year

    Signature I certify that the deponent acknowledges that he/she is fully conversant with and understands the contents of this affidavit. Sworn to/affirmed and signed before me at this __day of _____ of the year ____ Address of Commissioner of Oaths/Justice of the Peace:




     Commissioner of Oaths/Justice of the Peace*

    *Delete whichever is not applicable. Registration Number of Company Revenue stamp or revenue franking machine impression N$25,00 112 Government Gazette 10 August 2010 No. 4536 Form CM 49 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 328(2)) (Regulation 55(1)(g)) (to be lodged in duplicate) CERTIFICATE OF REGISTRATION OF MEMORANDUM OF EXTERNAL COMPANY I hereby certify that __which has been incorporated in __according to the laws of the having lodged its memorandum with me, has this day been registered as an external company in the Republic of Namibia. Signed and sealed at ___ this _ day of __, of the year ____


    Registrar of Companies Seal of Companies Registration Office This certificate is not valid unless sealed by the Seal of the Companies Registration Office. Registration Number of Company No. 4536 Government Gazette 10 August 2010 113 Form CM 49 continued REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 328(1)) (Regulation 55(1)(g)) APPLICATION FOR THE REGISTRATION OF MEMORANDUM OF EXTERNAL COMPANY Name of Company ____which has been incorporated in __according to the laws of the _____requires registration as an external company in the Republic of Namibia. The issued capital of the company is __which is the equivalent, at current rates of exchange to N$ _The financial year of the Company ends on the _ of each year. The sole purpose for which the company is establishing a place of business in Namibia is to establish a share office and/or a share registration office.Delete if not applicable. Dated this ……............….. day of …………………...............……………. of the year …………… ............................................................................................. Signature of person acting on behalf of external Company Particulars of person acting on behalf of external company for the purposes of its registration Full names ____Occupation ____Business address ____Postal Address ___Registration Number of Company Revenue stamp or revenue franking machine impression N$100,00 plus annual duty under section 183 114 Government Gazette 10 August 2010 No. 4536 PART A Form CM 50 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 311(3)) (Regulation 50(3)) (to be lodged in duplicate) APPLICATION FOR PROVISIONAL ANNUAL FINANCIAL STATEMENTS IN RESPECT OF A PRIVATE COMPANY Name of Company ____Registered address Postal address (if known) Date of end of financial year ____I, ___, of (full names in block capitals) Residential of business address Postal address am the holder of __ __(number) (class) shares in the abovementioned company. As at the date of this application the company has not issued its annual financial statements in terms of section 311(1) of the Act. I request that provisional annual financial statements be made available for the following reasons: (use separate sheets, if necessary) Date ____ Signature __Registration Number of Company Revenue stamp or revenue franking machine impression N$40,00 No. 4536 Government Gazette 10 August 2010 115 PARTB Form CM 50 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 311) (Regulation 50(3)) FOR USE BY THE REGISTRAR OF COMPANIES The Directors, ............................................................................ ............................................................................ ............................................................................ ............................................................................ Sir/Madam The Registrar of Companies wishes to draw your attention to the request contained herein and to sections 311(2) and 315 of the Companies Act, 2004. The Registrar of Companies is of the opinion that the applicant has shown good cause for his/her request. Please arrange for provisional annual financial statements for the financial year which ended as shown on the reverse side of this form to be lodged with the Registrar of Companies within six weeks of the date of this notice. If the annual financial statements have been issued, please return this notice to the Registrar of Companies showing the date on which such annual financial statements had been sent to members. Yours faithfully Registrar of Companies Date Stamp of Companies Registration Office 116 Government Gazette 10 August 2010 No. 4536 Form CM 51 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Regulation 23) CERTIFICATION OF ADDITIONAL COPIES OF DOCUMENTS LODGED FOR REGISTRATION I/We __(Name of Company of Person) require that the following/additional copies of _


    be certified. Date ____ Signature A separate form is to be used for each copy to be certified.

    • Delete whichever is not applicable Registration Number of Company Revenue stamp or revenue franking machine impression N$5,00 No. 4536 Government Gazette 10 August 2010 117 Form CM 52 REPUBLIC OF NAMIBIA COMPANIES ACT, 2004 (Section 306(6)) (Regulation 50) APPLICATION FOR EXEMPTION FROM LODGING ANNUAL FINANCIAL STATEMENTS IN RESPECT OF SUBSIDIARIES Name of holding company Names of subsidiaries (if any) Registration Numbers Application is made by the abovementioned holding company to be exempted from lodging with the Registrar annual financial statements in respect of the abovementioned subsidiary private companies. The reasons for making the application are: (Separate sheet may be used) Perforated (To be completed by company) Application to Registrar by company for exemption from lodging annual financial statements in respect of subsidiaries. Dated Name of company Approved Not approved Postal address Registrar of Companies Date stamp of Companies Registration Office If approved, the exemption is only valid for a period of two years from this date. Not valid unless stamped by Registrar of Companies