Step-by-Step Guide for Namibian Accountants: Business Registration & Compliance

26 Mar

As a Namibian accountant, you must guide your clients through registering and maintaining their businesses in line with regulations. The Business and Intellectual Property Authority (BIPA) has clear procedures that must be followed to ensure compliance. Follow the key steps below when registering a business, meeting ongoing compliance obligations, making amendments, and deregistering a business when necessary.

Step 1: Register the Business

Every business must be registered with BIPA (Business and Intellectual Property Authority).

Name reservations

Choose a business name.
Complete the right form:
- CC8 for Close Corporations.
- CM5 for Companies.
Pay N$75 for name reservation.
Name is valid for 60 business days.

Choose the Business Type

You can register as:

Close Corporation (CC) – Good for small businesses.
Company (PTY LTD, Public, Section 21, Foreign) – Better for bigger operations or those seeking investors.

Step 2: Submit Business Registration Documents

For Close Corporations (CC):

Need at least 1 member (max 10).
Members own the business in percentages.
Attach the following documents:
- Valid name approval
- Certified IDs of all members
- Contact details
- Consent letter from an accountant
- BO1 Declaration (for Beneficial Ownership).

For Companies:

Need shareholders and directors.
Attach:
- Valid name approval
- Certificate of Incorporation
- Memorandum & Articles of Association
- Notarial Certificate
- Office address
- Director and Auditor consent forms
- Certified IDs and BO1 Declaration.

Fees start at N$465 for companies (extra costs for notary and auditors).

Step 3: Stay Compliant (Statutory Requirements)

Annual returns & duties payable at the financial year end:

Registered entities submit their annual return:
- CC7 for Close Corporations – Fee: N$120
- CM23 for Companies – Fee: N$290
Section 21 companies pay N$130 admin fee only.
Read more on annual returns on the BIPA website.

Beneficial Ownership Declaration (BO1 form)

Must be submitted:

When registering a new business.
When there’s a change in members, directors, or addresses.
Annually with returns.
Within 7 days of changes to ownership.

Certified ID copies must be attached for all beneficial owners.

Step 4: Amend Your Business Details (If Needed)

If there are changes in members, contact info, or structure:

Submit the correct amendment forms (e.g. CC2, CC9, BO1).
Pay amendment fees (from N$60).
Ensure your annual return is up to date.

Step 5: Deregister if the Business is Closing

You can apply to deregister:

Voluntarily if not trading.
Involuntarily (Registrar notices inactivity).
Liquidation (voluntary or court-ordered).

✔️ All annual duties must be paid in full before deregistration.

✔️ Deregistration is published in the Government Gazette.

What Happens If You Don't Pay?

BIPA follows a strict process for unpaid annual duties:

First Reminder Letter issued.
Second Reminder Letter sent to the business and to the Receiver of Revenue and Social Security Commission.
If there's still no response within 30 days: