Most of the amendments made, however, relate to a modernisation of the Act with wording amendments, from South West Africa to Namibia, to remove gender bias, to include Namibian legislation like the Anti-Corruption Act of 2003, to standardise company secretarial documents to the official language and to update penalties and fees applicable. In order to assist persons applying for a licence under section 21 of the Companies Ordinance (Cap.32), the attached standard form has been prepared to indicate the way in which the Memorandum and Articles of Association should be prepared. If your section 21 notice is valid, your landlord will need to go to court to evict you. Companies Act 28 of 2004. under section 21”. Company not to be member of its holding company 46. NPCs are no longer (as section 21 companies were) public companies, but are in a category of their own. A company now has the powers of a natural person of full capacity, in so far as possible for a juristic person, which was previously limited to the main object stated in its memorandum of association. This register is to be open for inspection. The most significant change to the Companies Act is the amendment of sections relating to the reduction of share capital. A section 21 is a legal notice that a landlord can give to start the process to end an assured shorthold tenancy. 23. 2. 11 of 2007) Affirmative Action (Employment), 1998 (Act No. The sections relating to undesirable names has been amended to give the Registrar more authority. Non-profit associations . A person who, as director carried on the business of the company recklessly or with the intent to defraud creditors. The date of any revaluation of assets and the revalued amounts are now required to be maintained in the register of fixed assets. What is a section 21? Apart from a name change, however, from “Associations not for gain” to “Non-profit associations”, the only other amendment is that the name of the company is to include the suffix “Non-profit association incorporated under section 21”. A non-profit association must state its objects in accordance with section 21. There is no obligation for a private company to send the annual financial statements to the Registrar. During this time they receive both practical and theoretical training. From 1 November 2010 onwards the register is to be maintained in English however, and the same condition applies to minutes of meetings held before 1 November 2010. Details of all loans granted to directors and managers, even if repaid before year end, must be disclosed in the annual financial statements. Directors, who are aware of a vacancy, and who fail to appoint an auditor within three months of receipt of written notification of resignation, will be jointly and severally liable for all debts incurred by the company during the existence of the vacancy. Schedule 4 has been updated to the South African version of 1992. CATS students are employed by one of the CATS member companies for two years. Public Private Partnership Act 4 of 2017. 160. No constructive knowledge 42. You might be able to challenge your eviction and stay longer in your home. No financial assistance to purchase shares of company or holding company 45. 22. and liable to a fine or imprisonment if the disclosure is not made. Interest of up to 10% p.a. If a company lends money to its holding company or a subsidiary of its holding company, but not to a subsidiary of itself, it must make (previously 6% p.a.) The Act now includes provision for uncertificated securities, being those instruments on a Stock Exchange for example, which do not have a tangible certificate. This is submitted to the registrar with a N$2,00 revenue stamp. If the director indeed had such knowledge, the Act will allow the debtor company to pursue a civil claim for loss/damages against the relevant director. Section 21 of the LRA sets out considerations, which a CCMA commissioner must take into account, when it resolves a dispute about organisational rights. An association may be incorporated as a company limited by guarantee. The special resolution may be in the form of a general approval that will be valid until the company’s next annual general meeting. quorum for a meeting of a company’s board of directors. That director or officer has persistently failed, without reasonable steps, to comply with the Act or repealed Act requiring any return or other document to be lodged. 24. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. It has been replaced with sections 40 and 41 of the Act which relate to dealings between a company and other persons as well as no constructive knowledge. Section 66 of the Act provides that the business and affairs of a company must be managed by or under the direction of its board of directors, which has the authority to exercise all of the Incorporation of certain branches of foreign companies and non-profit associations . DTTL and each of its member firms are legally separate and independent entities. Section 21 companies in existence before 1 November 2010 are deemed to comply with the requirements of the new section 21 of the Act. The effective date of the Act is 1 November 2010. Namibia is one of the richest countries in Africa. CONTINUING PROFESSIONAL DEVELOPMENT ASSOCIATION FOR EDUCATORS IN NAMIBIA (NON-PROFIT ASSOCIATION INCORPORATED UNDER SECTION 21) (and shall if so directed by the Meeting) adjourn a meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other Public Enterprises Governance Act 1 of 2019. An section 21 company established before 1 November 2010 may use the suffix “Incorporated Association not for Gain”. DTTL and each of its member firms are legally separate and independent entities. Companies incorporated before 1 November 2010 may amend their memorandum by special resolution to remove objects if so desired. An auditor must report to the members of a holding company where the directors of a holding company have not decided to make out consolidated annual financial statements. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. Associations or Partnerships Exceeding 20 Members Only public accountants and auditors, attorneys, notaries and conveyances, professional engineers, quantity surveyors, pharmacists and stockbrokers have been exempted from registering as a company where … Registration of business in Namibia can be made in the following forms: Persons convicted of insider trading are now specifically disqualified as acting as directors, unless if permitted by the Court. A Section 21 company is an Association not for Gain. Sections relating to names and defensive names have been amended to ensure names are in the official language, that the period of registration or renewal of a defensive name is two years (previously one year) and that every company must display its registration number alongside its name in all notices, official publications, money orders and stationery used. There are no available figures on the number of section 21 companies in existence in Namibia, but it is believed that there are not many of them. namibia islamic judicial council (non-profit association incorporated under section 21) (incorporated association not for gain) mark as favourite Conversion of company into incorporated nonprofit association or company limited by - ... Republic of Namibia 7 Annotated Statutes Companies Act 28 of 2004 159. Interim Reporting now requires not only comparative amounts (unaudited) of the preceding period to be disclosed, but also the audited amounts of the most recent financial period. You won’t have to leave your home straight away. The amended Schedule 4 to the Act is applicable to companies with financial year ends commencing on or after 1 November 2010. Refer to Schedule 4 below for an additional amendment. Only public accountants and auditors, attorneys, notaries and conveyances, professional engineers, quantity surveyors, pharmacists and stockbrokers have been exempted from registering as a company where the members exceed 20. A company may with the written approval of the Registrar, and subject to any conditions determined, exclude any category of members or debenture holders of a company who are not resident in Namibia from any rights offer. Additionally, in terms of section 77(2), a director of a company may be held liable in accordance with the principles The objects may be stated, but it is not required, and these would be seen as an internal restriction only. 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