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Secretarial Services


We further, through our Secretarial Services entity provide the following services.


Outsourced Secretarial Function

We provide a full service outsourced secretarial function to clients where the function of the Company Secretary is outsourced to us.


Fiduciary Services

We provide a broad range of fiduciary services to selected foreign clients.  This service includes acting as independent trustee and as non-executive director as well as taking the required steps to ensure that the active management of an entity is in Namibia.

 

Submission of Namibian Annual Duty Returns.

We provide a service in terms whereof we submit annual returns as well as submit the payment of annual duties on behalf of clients.

-       In terms of Section 181 of the Namibia Companies Act every Namibian Company (other than a non-profit association) is required to submit to the Registrar of Companies, a Annual Return stating certain information relating the Namibian Company. 

-       Section 182 (1) of the Namibian Companies Act further requires that each Namibian Company is to, no later than one month after its financial year end, pay Namibian Annual Duty.

 

Acting as Independent Namibian Director or Trustee

A number of clients require the services of an independent Namibian director or trustee.  In certain instances, and provided that clients are willing to subscribe to corporate governance good practices, we offer a service to act as independent Namibian trustee or director.  This services adds considerable value to South African clients who want to ensure that their Namibian operations are not deemed to be a controlled foreign company in terms of the South African Income Tax Act.


Directors Assistance

We have advised a number of clients on the process to follow regarding the appointment and removal of directors as well as the implementation of policies relating to directors.  These include policies relating to the rotation of directors as the implementation of Namibian Corporate Governance best practices. 

We have recently advised a number of clients on the implementation of the new Namibian Corporate Governance Code known as the Namcode.

  

Amendments to the Articles of Association

We have assisted clients in the amendment of the Articles of Association of Namibian Companies.  The Memorandum and Articles of Association of Namibian Companies are normally prepared in a standard format, which in certain circumstances do not necessarily suit the needs of the specific company.  In such instances we are able to assist in the drafting of suitable amendments to the Articles of Association in order to comply with the requirements of the specific company.

 

Amending the Capital Structure of Namibian Companies

We have assisted a number of clients with the allotment and issue of shares for their Namibian Companies.  This includes the preparation of all relevant documents and notices as well as submission of the required returns of the allotments with the Namibian Registrar of Companies.

In certain instances clients require an alteration to the capital structure of a company in order to meet their specific needs.  We have assisted clients in the amending their share structure in order to issue additional shares or to issue different classes of shares.  This is normally associated with the allocation of specific shares to a shareholder group or financier or with the reduction in the number of issued shares in a specific class.

 

Meetings

We further provide a service in terms whereof we assist clients in the holding meetings required by the Namibian Companies Act.  This service includes assistance with the preparation of the Agenda, circulation of notices for meetings as well as advise on practical manners to deal with complex situations at meetings. 

A number of clients who are in the process of establishing their Namibian offices, further make use of our facilities in order to hold meetings.

 

Keeping of Statutory Records

We currently assist a number of clients in the maintenance their statutory records.  This includes updating the Namibian Company Registrar relating to the appointment of directors and members.