Are there any filing requirements for a change of directors or a change in shareholding in Namibia?
There is a requirement to notify BIPA of:
- Appointments and resignations: Companies must file notice of the appointment or cessation of a director and any company secretary within the statutory timeframe after the change. The filing updates the public register.
- Changes in particulars: If a director’s prescribed particulars change (for example, name or service address), a notice must also be filed within the prescribed period.
In addition to the public filing, the company must update its internal statutory registers (e.g. the register of directors).
With respect to changes in shareholding the following need to be filed:
- Issue (allotment) of new shares: Companies must file a return of allotments (together with an updated statement of issued share capital/classes and rights, if required) with BIPA within the statutory timeframe after the allotment. The company must also update its register of members and issue new share certificates.
- Transfer of existing shares between shareholders in a private company: Generally, a routine share transfer does not require a standalone filing to BIPA in respect of the transfer itself (unless it results in a change that separately triggers a filing, such as a change in authorised/issued capital, conversion between classes, or where sector licences require notification). The company must:
- Update its internal register of members (commonly referred to as the company status report) immediately to reflect the new legal owner(s).
- Cancel and issue the respective share certificates as appropriate.
- Keep supporting instruments of transfer with the company records. BIPA requires filing of updated ultimate beneficial owners despite transfer filing and sector regulators or procurement processes may still require disclosure of ultimate beneficial owners despite the lack of a standalone transfer filing.
- Variations/other capital changes: Changes such as creating new classes, converting, consolidating, subdividing, or redeeming shares typically require a notice to BIPA reflecting the alteration of share capital and an updated statement of capital/right