Companies Act of Namibia current - ICAN CPD

1 [a61y1973] Companies ACT 61 OF 1973. [ASSENTED TO 19 JUNE 1973] [DATE OF COMMENCEMENT: 1 JANUARY. 1974]. (Unless otherwise indicated). (Signed by the President). as amended by Companies Amendment Act, 76 of 1974. Companies Amendment Act, 111 of 1976. Companies Amendment Act, 64 of 1977. Revenue Laws Amendment Act, 114 of 1977. Registration and Incorporation of Companies in South West Africa Proclamation 234 of 1978. Companies Amendment Act 59 of 1978. Companies Amendment Act 3 of 1989. GENERAL NOTE: "Administrator-General" for "State President". "territory" for "Republic", except in sections 9(2), 141(2)(a), 142, second provisio to section 175(1) and section 314. ACT. To consolidate and amend the law relating to Companies ; and to provide for matters incidental thereto.

2 ARRANGEMENT OF ACT. 1 Definitions CHAPTER I. APPLICATION OF ACT. 2 General application of Act and preservation of rights of existing Companies 3 Restricted application of Act in case of banking and insurance Companies and certain other associations 4 Transitional provisions as to unlimited Companies and partly paid-up shares CHAPTER II. ADMINISTRATION OF ACT. Office for Registration of Companies and Registrar 5 Companies Registration Office and register 6 Seal of the Companies Registration Office 7 The Registrar of Companies his appointment and delegation of power 8 Exemptions from liability 9 Inspection and copies of documents in Companies Registration Office and by foreign governments and universities 10 Manner of payment of fees to Companies Registration Office 11 Annual report by Registrar 12.

3 PDF created with pdfFactory Pro trial version 13 Security for costs in legal proceedings by Companies and bodies corporate 14 Copies of Court orders to be transmitted to Registrar and Master Regulations by the Minister and Proclamations by the State President 15 Regulations 15A Prohibition of disclosure of and exemption from obligations to disclose certain information 16 Regulations and proclamations to remain in force 17 Proclamations Standing Advisory Committee 18 Standing Advisory Committee CHAPTER III. TYPES AND FORMS OF Companies , CONVERSIONS AND LIMITATION ON. PARTNERSHIPS AND ASSOCIATIONS. 19 Types of Companies 20 Meaning of "private company" and cessation of its privileges 21 Incorporation of associations not for gain Conversion of One Type or Form of Company into Another Type or Form of Company 22 Conversion of a public company having a share capital into a private company and vice versa 23 Conversion of a company into an incorporated association not for gain or into a company limited by guarantee 24 Conversion of a company limited by guarantee into a company having a share capital 25 Conversion of unlimited company 26 Notice of intended conversion of company 27 Contents and forms of articles on conversion 28 Amendment of certificate of incorporation of

4 Converted company and when conversion effective 29 Effect of conversion and alteration of other registers Conversion of Companies and Close Corporation 29A Meaning of close corporation 29B Cancellation of registration of memorandum and articles by Registrar upon conversion 29C Conversion of close corporation into company 29D Effect of conversion of close corporation into company Limitations on Partnerships and Associations for Gain PDF created with pdfFactory Pro trial version 30 Prohibition of associations or partnerships exceeding twenty members and exemption 31 Unregistered associations carrying on business for gain not to be corporate bodies CHAPTER IV. FORMATION, OBJECTS, CAPACITY, POWERS, NAMES, REGISTRATION AND.

5 INCORPORATION OF Companies , MATTERS INCIDENTAL THERETO AND. DEREGISTRATION. Formation Objects and Powers 32 Mode of forming company 33 Capacity main object and ancillary objects of company 34 Powers of company 35 Power as to pre-incorporation contracts 36 Acts ultra vires the company not void 37 Controlled company not to lend money to controlling company 38 No financial assistance to purchase shares of company or holding company 39 Company not to be a member of its holding company 40 No division into interests rights to profits or shares in guarantee Companies Names of Companies 41 Names of Companies not to be undesirable 42 Reservation of name 43 Registration of translation and shortened form of name or defensive name 44 Change of name and effect

6 Thereof 45 Order to change name 46 Provisions as to order to change name 47 Registrar may call for affidavits and shall give reasons for decisions as to names 48 Recourse to Court in matters as to names 49 Formal requirements as to names of Companies 50 Use and publication of name by company 51 Improper use of word "Limited" or "Incorporated" an offence Memorandum of Association 52 Requirements for memorandum of association 53 Memorandum may contain special conditions and may provide for unlimited liability of directors 54 Form and signing of memorandum Alteration of Memorandum PDF created with pdfFactory Pro trial version 55 Alteration of memorandum to objects and powers 56 Alteration of memorandum as to special conditions and other provisions 57 Substitution of memorandum in other language 58 Lodgment of altered memorandum 59 Companies to have articles of association 60 Contents and form of articles of association 61 Consolidation of articles 62 Alteration of articles Registration and Incorporation 63 Registration of memorandum and articles 64 Certificate of incorporation and its value as evidence 65 Effect of incorporation on company and members 66 Members may become liable where membership reduced below minimum 67 Members rights to copies of memorandum and articles Incidental Matters 68 Issued copies of memorandum or articles to embody

7 Alterations 69 Contracts by Companies 70 Promissory notes and bills of exchange 71 Service of documents upon Companies 72 Arbitration between Companies and others Deregistration 73 Cancellation of registration of memorandum and articles CHAPTER V. SHARE CAPITAL, REDUCTION OF CAPITAL, SHARES, ALLOTMENT AND. ISSUE OF SHARES, MEMBERS AND REGISTER OF MEMBERS, DEBENTURES, TRANSFER AND RESTRICTIONS ON OFFERING SHARES FOR SALE. Share Capital 74 Share capital may be divided into par value shares or may be constituted by shares of no par value 75 Company may alter share capital and shares 76 Premiums received on issue of shares to be share capital and limitation on application thereof 77 Proceeds of issue of shares of no par value to be stated capital 78 Effect of conversion of par value share capital into no par value share capital and vice versa 79 Payment of interest out of capital in certain cases 80 Restriction of power to pay commission and discounts return to Registrar 81 Issue of shares of par value at a discount PDF created with pdfFactory Pro trial version 82 Issue price of shares of no par

8 Value requiring special resolution Reduction of Capital 83 Reduction of capital by special resolution 84 Reduction of capital confirmed by Court 85 Creditors and objections to reduction of capital 86 Powers of Court as to order confirming reduction of capital 87 Special provisions as to special resolutions for the reduction of capital 88 When reduction of capital effective 89 Publication of reduction of capital 90 Offences as to reduction of capital Shares 91 Nature of shares Allotment and Issue of Shares 92 Shares not to be allotted or issued unless fully paid-up 93 Register and return as to allotments 94 Certificate of shares or stock 95 Numbering of shares and share certificates 96 Limitation of time for issue of share certificates 97 Validation of irregular creation allotment or issue of shares 98 Redeemable preference shares 99 Conversion of shares into certain preference shares 100 Conversion of shares into stock 101 Share warrants to bearer 102 Variation of rights in respect of shares Members and Register of Members 103 Who are members of a company 104 Trusts in respect of shares 105 Register of members 106 Index to register of members 107 Branch registers in foreign countries 108 Provisions as to branch register 109 Register of members to be evidence 110 Where register of members to be kept 111 Disposal of closed accounts in register

9 112 Offences in respect of register of members 113 Inspection of register of members 114 Power to close register of members 115 Rectification of register of members PDF created with pdfFactory Pro trial version Debentures 116 Creation and issue of debentures 117 Security for debentures 118 Bonds to be registered ill deeds registry copies of documents to be annexed to bonds and deeds of pledge 119 Debenture itself may be registered 120 Issue of debentures at different dates and ranking of preference 121 Rights of debenture holders 122 Director or officer not to be trustee for debenture holders 123 Liability of trustee for debenture holders 124 Power to re-issue redeemed debentures in certain cases 125 Debenture to be described as secured or unsecured 126 Form of debentures or debenture certificates 127 Register of pledges and bonds 128 Register of debenture holders 129 Registers may be kept where made up 130 Inspection of registers and copies and extracts 131 Default in keeping of registers Forgery of Certificates as to Shares.

10 Debentures and other Securities 132 Forgery impersonation and unlawful engravings Transfer of Shares and Debentures 133 Registration of transfer of shares or interests 134 Definitions for purpose of transfer of listed shares or interests 135 Manner in which securities may be transferred 136 Certification by company that security has been lodged for transfer 137 Duty of company with reference to person under contractual disability 138 Warranty and indemnity by persons lodging documents of transfer 139 Notice of refusal to register transfer 140 Limitation of time for issue of certificates on transfer Restriction on Offering Shares for Sale 141 No offer of shares for sale to public without statement CHAPTER VI.