Namibia
Corporate Guide

Are there any post-incorporation requirements that need to be satisfied in Namibia? For example, registrations for tax purposes or business licences.

Yes. After incorporation in Namibia, there is a set of corporate, tax, employment and licensing steps to complete to lawfully begin operations and keep the company in good standing. The exact mix depends on the industry and footprint, but the core requirements typically include the following.

Core corporate and secretarial

• Registered office and statutory records: Maintain a physical registered office in Namibia and keep statutory registers (members/share register, directors/officers, beneficial ownership records internally), minute books and share certificates up to date.
• BIPA filings: File notices of any changes to directors, registered office, or share capital when they occur. File annual returns with BIPA to keep the public record current. Public companies and regulated entities may have additional disclosure/filing obligations.
• Governance setup: Hold board meetings, convene an annual general meeting of the shareholders, adopt constitutional documents/policies, and document any share allotments or transfers.

Tax registrations with NamRA

• Corporate income tax: Register the company with the Namibia Revenue Agency (NamRA) for income tax soon after incorporation.
• PAYE (employee tax): Register as an employer with NamRA and operate PAYE on employee remuneration; file and pay monthly.
• VAT: Register for VAT if the company meets the registration threshold or if required by its activities; many businesses register voluntarily to recover input VAT. Companies need to charge, file and remit VAT per their filing cycle.
• Withholding taxes: Assess whether Namibian withholding taxes apply (e.g. on dividends, interest, royalties, services to non-residents) and register/report as required.
• Import/export (customs): If trading across borders, companies must obtain the necessary customs/importer/exporter registrations with NamRA and any permits from the Ministry of Industrialisation and Trade.

Employment and social protection

• Social Security Commission (SSC): Register the company and all employees with the SSC and contribute
  monthly.

• Employees’ compensation: Register and comply with the employees’ compensation scheme (typically administered via SSC) and pay assessments.

• Labour compliance: Issue compliant employment contracts, observe minimum standards under the Labour Act, implement basic health and safety measures and retain personnel records. Foreign staff require appropriate employment permits/visas.

Banking, exchange control, and Know Your Customer

• Open a Namibian bank account: Banks will require incorporation documents, proof of registered office, director/shareholder Know Your Customer information and ultimate beneficial ownership details.
• Exchange control: Namibia participates in the Common Monetary Area; cross-border loans, dividends and fees should be structured and, where applicable, cleared through an authorised dealer in line with
  exchange control rules.

Licences and sector approvals

• Local business/trade licences: Many activities (especially retail, hospitality, and certain services) require a local authority trade or business licence (municipal fitness) before trading.
• Sector regulators: Obtain specific licences/approvals if the company operate in regulated sectors, for
  example: 
  • Mining, energy, and petroleum (Ministry of Mines and Energy)
  • Fisheries (Ministry of Fisheries and Marine Resources)
  • Financial services (Bank of Namibia/NAMFISA)
  • Telecoms and broadcasting (CRAN)
  • Aviation (Namibia Civil Aviation Authority)
  • Tourism/hospitality (Namibia Tourism Board)
  • Healthcare, education and other professions (relevant professional councils)

• Environment and land: Environmental clearance certificates for listed activities; approvals/consents for acquisition/lease of agricultural land by foreigners.

Ongoing compliance and reporting

• Accounting and financial statements: Companies must keep proper books in Namibia, prepare annual financial statements and arrange an audit (for public and private companies).
• Annual returns and renewals: File annual returns with BIPA, renew local authority trade licences, and keep tax, VAT, PAYE and SSC filings current.
• Beneficial ownership/anti-money laundering (AML): Maintain up-to-date internal beneficial ownership records and be prepared to provide them to banks, auditors, regulators and competent authorities under AML/CFT requirements