Generally, the CC is independent from its members and a separate legal person. Our client is the CC, not necessarily the member, so any change in members does not affect the charge to the CC. This is a matter that must be cleared out in the agreement between the previous and the new member, and we cannot charge some costs to the previous member and some to the new member. Our client is the CC, and the CC remains responsible for the payment of the account. Who pays which portion is a matter of agreement between the respective members and has nothing to do with PKF FCS. Secretarial Fees are generally charged in arrears for the past year (or portion thereof, if the CC has been a client for more than 3 months prior to the charge date).

Income Tax compliance matters

• This relates to the checking of Income Tax assessments received from Revenue.
• Writing of objections to assessments for non-factual disputes.
• Ensuring that Provisional and Income Tax forms are prepared on time.
• Requesting extension of time for those clients who have not submitted their information to us in time (where possible, subject to limitations).
• Other matters – this includes responding to enquiries from Revenue or any other legal correspondence or matters that reach our offices.
• Attending to ITAS related queries.

Why am I charged an Annual Secretarial Fee?

This is a charge from our side to make sure your CC matters are attended to timeously and to follow up on various issues. At PKF FCS we have decided that instead of annoying clients with many small charges during the year, we will charge one composite fee at the end of August of every year. In order to keep track of all CC’s and ensure all is well, we have to employ secretarial staff and maintain and update computer systems, which is costing us significant amounts of money and which we recover by charging this secretarial fee.

The matters which are covered by this charge and for which we do not charge separately are as follows:

• Acting as the registered address of the CC – this entails that all official correspondence from the Ministries arrives directly at our office and we can act in time to rectify matters.
• Attending to statutory secretarial matters – this includes the maintenance of your minute book, attending to requests from banks to furnish information or minutes approving certain transactions.
• Other matters – this includes responding to enquiries to and from BIPA, or any other legal correspondence or matters that reach our offices.

Annual Duties are a levy payable annually to BIPA to keep the CC on register. This levy is prescribed by the Close Corporations Act. Failure to pay outstanding annual duties will result in the deregistration of the Close Corporation after a maximum of two (2) reminders have been issued.

It is a requirement of The Financial Intelligence Act to provide Beneficial Ownership information for Legal Entities. To attend to all the work required by legislation this will be charged annually on the last day of the Financial Year for Legal Entities.

• Close Corporations must submit BO forms annually at BIPA.
• As Secretarial Service Providers for your entity we will automatically attend to the: -
• Annual submission of BO forms at BIPA.
• Update of BO registers on our client database as required by the FIA Act.

The preparation of your Annual Financial Statements will be charged at hourly rates, and no fixed tariffs can be given. However, for a property-owning CC which has no income or carries on any other activities, but is only used by the owner for private residential purposes, see Our Fees for the minimum costs to prepare Annual Financial Statements for a Dormant CC.

We as accounting officers are under a duty to ascertain that the information contained in the Annual Financial Statements is reasonably correct and will have to inspect the documentation of the CC for such purpose. This would include the bank statements of any current or loan account, documentation regarding expenses and costs, details of all income; and also details of all fixed assets, debtors and creditors.

If your documentation arrives at our offices in an orderly manner you can achieve a significant saving on costs; whereas if we receive a shoebox with all sorts of expense slips intermingled, we will have to spend time sorting out documentation which will attract additional costs.

• First Provisional Tax return: within six months after commencement of the financial year and
• Second Provisional Tax return: on the end of the financial year.
• Annual Financial Statements: must be prepared every year and be attached to the
• Annual Income Tax return: and be submitted within seven months after the end of every financial year. 

Any taxes must be paid by that date, and if the Annual Financial Statements are not ready by that date, we would request extension of time for submission of the Tax return for a further period of five months, which is the maximum currently allowed. However, taxes due and paid after the due date will attract interest at the rate of 20% per annum.

Once again, if the property was registered in your personal name, no requirements would have to be complied with. The practice of having residential property transferred into a CC means that the CC is the owner of the property and not you in your private name. When purchasing a CC that owns a property, you should really have been given the choice of either taking over the CC (with an explanation of all the costs and admin matters attached) and saving on the transfer duties and costs; or alternatively freeing yourself of all obligations in terms of legislation, paying transfer duties and not being subject to the requirements of the Income Tax and Close Corporation Acts.

The CC is only de-registered once the deregistration of the CC is advertised in the Government Gazette. Until such time, the CC still exists and must continue to comply with the different pieces of legislation. The deregistration can take two months or longer at the Business and Intellectual Property Authority (BIPA). One of the steps for example is a cross-check from BIPA with NamRA that all returns are up to date – if e.g., the last provisional tax form is outstanding, BIPA will be notified, and deregistration will then even be further delayed. We at PKF FCS have decided that we will charge an all-inclusive fee to affect the deregistration and in return we will bear the costs of any and all statutory requirements / returns until such time as the deregistration is published in the Government Gazette (note though that this includes only the statutory affairs of the corporation and not any VAT, PAYE or any other deregistrations).

It is a requirement of the Close Corporations Act that every CC will appoint an accounting officer. According to the Act, the Accounting Officer must be a suitably qualified person registered with one of the Institutes approved and listed in the Government Gazette from time to time. The accounting officer is under a duty in terms of the Close Corporations Act to report certain matters to the Business and Intellectual Property Authority (BIPA), to the members or to the CC itself. To avoid costs, all assets and liabilities must be transferred out of the Close Corporation; and the Close Corporation can then be deregistered by following certain procedures.

Since the Close Corporations Act as well as the Income Tax Act require a number of matters to be attended to, we apply a uniform system to all our CC clients and provide all essential services in order to keep the CC compliant with the requirements of the above two Acts. This means that all necessary standard returns are lodged automatically, and where necessary and possible we will also apply for extension of time for the submission of certain returns.

At the end of the day, we as accounting officers, are faced with the task to keep our client CC’s out of trouble; and at PKF FCS we ensure that, wherever possible, CC’s do not get caught unaware by penalties and similar charges; or even deregistration. For that reason, we handle all routine returns as part of the package; however, we do charge our clients for that service according to our standard rates (see Our Fees). To obtain a quote for your CC maintenance costs, please contact our Secretarial department. We will continue to render these services and keep the CC’s affairs up to date, provided that the client’s accounts with us is not in arrears, or until the client requests our resignation or we tender our resignation.

Whilst it is common cause that Close Corporations are in many instances used to acquire residential or commercial property, the estate agents or attorneys are quick to mention that a Close Corporation does not have to pay transfer duties. What they neglect to point out are the requirements of legislation or what the duties of members in a Close Corporation entail.

Natural Person/Trust/Partnership:

• Certified Copy of Namibian ID or Foreign Passport;
• Municipal Registration & Fitness Certificates for the business address in Namibia;
• In case of a Trust, the Trust Deed and Trust Certificate must be attached;
• In case of a Partnership – a copy of the partnership agreement must be attached, and the Income tax registration number for each partner must be provided;
• Letter from the bank, confirming the bank account, date stamped not older than 3 months;
• Change of Bank Details form (see attached)
  • Completed and signed. If signed by Accounting officer (Copy of signed PKF FCS engagement letter page 6, authorisation to PKF FCS), power of attorney must be attached. If no signed engagement letter & authorisation to PKF FCS, then;
  • Each sole proprietor/Trustee/partner must complete and sign a change of bank details form.

CC’s/Companies:

• Copy of latest CC document or Memorandum of Articles
• Municipal Registration & Fitness Certificates for the business address in Namibia.
• Change of Bank Details form (see attached)
  • Completed and signed, if signed by Accounting officer (Copy of signed PKF FCS engagement letters page 6, authorisation to PKF FCS), power of attorney must be attached. If no signed engagement letter and authorisation to PKF FCS, then;
  • Each member/director must complete and sign a change of bank details form.

ADDITIONAL DOCUMENTS:

• Depending on the trading activities of the Company, additional proof of registration might be required, e.g. Tour operator needs an NTB registration;
• Lease agreement signed by the owner of the property, if the property is rented for purpose of doing business;

The preparation of your Annual Financial Statements will be charged at hourly rates, and no fixed tariffs can be given. However, for a property-owning Company which has no income or carries on any other activities but is only used by the owner for private residential purposes, see Our Fees for the minimum costs to prepare Annual Financial Statements for a Dormant Private Company.

We as accounting officers are under a duty to ascertain that the information contained in the Annual Financial Statements is reasonably correct and will have to inspect the documentation of the Company for such purpose. This would include the bank statements of any current or loan account, documentation regarding expenses and costs, details of all income; and also details of all fixed assets, debtors and creditors.

If your documentation arrives at our offices in an orderly manner you can achieve a significant saving on costs; whereas if we receive a shoebox with all sorts of expense slips intermingled, we will have to spend time sorting out documentation which will attract additional costs.

• First Provisional Tax return: within six months after commencement of the financial year and
• Second Provisional Tax return: on the end of the financial year.
• Annual Financial Statements: must be prepared every year and be attached to the
• Annual Income Tax return: and be submitted within seven months after the end of every financial year. 

Any taxes must be paid by that date, and if the Annual Financial Statements are not ready by that date, we would request extension of time for submission of the Tax return for a further period of five months, which is the maximum currently allowed. However, taxes due and paid after the due date will attract interest at the rate of 20% per annum.

Once again, if the property was registered in your personal name, no requirements would have to be complied with. The practice of having residential property transferred into a Company means that the Company is the owner of the property and not you in your private name. When purchasing a Company that owns a property, you should really have been given the choice of either taking over the Company (with an explanation of all the costs and admin matters attached) and saving on the transfer duties and costs; or alternatively freeing yourself of all obligations in terms of legislation, paying transfer duties and not being subject to the requirements of the Income Tax and Companies Acts. To avoid costs, all assets and liabilities must be transferred out of the Company; and the Company can then be deregistered by following certain procedures.

The Company is only de-registered once the deregistration of the Company is advertised in the Government Gazette. Until such time, the Company still exists and must continue to comply with the different pieces of legislation. One of the steps for example is a cross-check from BIPA with the Receiver of Revenue that all returns are up to date – if e.g., the last provisional tax form is outstanding, BIPA will be notified, and deregistration will then even be further delayed. We at PKF FCS have decided that we will charge an all-inclusive fee to affect the deregistration and in return we will bear the costs of any and all statutory requirements / returns until such time as the deregistration is published in the Government Gazette (note though that this includes only the statutory affairs of the corporation and not any VAT, PAYE or any other deregistrations).

It is a requirement of the Namibian Companies Act that every Company must appoint an Auditor. According to the Act, the Auditor must be a suitably qualified person registered under Section 23 of the Public Accountants and Auditors Act, 1951. Section 277(1) of the Namibian Companies Act requires the appointment of an Auditor upon the incorporation of the Memorandum and Articles of the Company. If no Auditor has been appointed such appointment must be effected within 21 days after the incorporation of the Company. The auditor is under a duty in terms of the Namibian Companies Act to report certain matters to the Business and Intellectual Property Authority (BIPA), to the shareholders or to the Company itself.

This is a charge from our side to make sure your Company statutory matters are attended to timeously and to follow up on various issues. At PKF FCS we have decided that instead of annoying clients with many small charges during the year, we will charge one composite fee at the end of August of every year. In order to keep track of all Companies and ensure all is well, we have to employ secretarial staff and maintain and update computer systems, maintain various compulsory registers which costs us significant amounts of money and which we recover by charging this secretarial fee.

The matters which are covered by this charge and for which we do not charge separately are as follows:

• Acting as the registered address of the Company: this entails that all official correspondence from the Ministries arrives directly at our office and we can act in time to rectify matters.
• Attending to statutory secretarial matters: this includes the maintenance of your minute book, attending to requests from banks to furnish information or minutes approving certain transactions.
• Other matters: this includes responding to enquiries to and from BIPA, or any other legal correspondence or matters that reach our offices.

Why am I charged and Annual Statutory Beneficial Ownership fee?

Annual Duties are a levy payable annually to BIPA to keep the Company on register. This levy is prescribed by the Companies Act. Failure to pay outstanding annual duties will result in the deregistration of the Company after a maximum of two (2) reminders have been issued by BIPA.

Generally, the Company is independent from its shareholders and a separate legal person. Our client is the Company, not necessarily the shareholder (or director), so any change in shareholders does not affect the charge to the Company. This is a matter that must be cleared out in the agreement between the previous and the new members, and we cannot charge some costs to the previous shareholder and some to the new shareholder. Our client is the Company, and the Company remains responsible for the payment of the account. Who pays which portion is a matter of agreement between the respective shareholders and has nothing to do with PKF FCS. Secretarial Fees are generally charged in arrears for the past year (or portion thereof, if the Company has been client for more than 3 months prior to the charge date).

Since the Namibian Companies Act as well as the Income Tax Act require a number of matters to be attended to, we apply a uniform system to all our Company clients and provide all essential services in order to keep the Company compliant with the requirements of the above legislation. This means that all necessary standard returns are lodged automatically, and where necessary and possible we will also apply for extension of time for the submission of certain returns.

At the end of the day, we as company secretaries / tax advisors / auditors, are faced with the task to keep our client Companies out of trouble; and at PKF FCS we ensure that, wherever possible, Companies do not get caught unaware by penalties and similar charges; or even deregistration. For that reason, we handle all routine returns as part of the package; however, we do charge our clients for that service according to the below table at prices including VAT. We will continue to render these services and keep the Company's affairs up to date, provided that the client’s account with us is not in arrears, or until the client requests our resignation or we tender our resignation.

Whilst it is common cause that Companies are in many instances used to acquire residential or commercial property, the estate agents or attorneys are quick to mention that a Company does not have to pay transfer duties. What they neglect to point out are the requirements of legislation or what the duties of directors and shareholders in a Company entail. For the current rates, please refer to our “Standard Fees Table”. To obtain a quote for your Private Company’s maintenance costs, please contact our Secretarial department.

Kindly note that prices are subject to review annually (usually in January of each year). Our price structure is in line with the suggested tariff code as issued by the Namibian Institute of Professional Accountants, of which we are a member, and in a case where you are of the opinion that our fees are excessive in relation to the work we do, you are welcome to lodge a complaint in the form of a sworn statement lodged with the Institute at Block B, Lazarett House, C/o Lazarett / Feld Street Windhoek.

Income Tax compliance matters

• This relates to the checking of Income Tax assessments received from Revenue.
• Writing of objections to assessments for non-factual disputes.
• Ensuring that Provisional and Income Tax forms are prepared on time.
• Requesting extension of time for those clients who have not submitted their information to us in time (where possible, subject to limitations).
• Other matters – this includes responding to enquiries from Revenue or any other legal correspondence or matters that reach our offices.
• Attending to ITAS related queries.

For Companies and Close Corporations (collectively referred to as “company” below), the Public Officer “is responsible for all acts, matters, or things that the public officer’s company must do under a tax Act in terms of relevant legislation such as the Income Tax Act, 1981, and the VAT Act, 2000.

As the Public Officer has onerous responsibilities and potential personal liabilities, it is in a Company or CC’s interest to ensure they comply with Revenue’s requirements.

The Public Officer could be any individual (natural person) who is resident in Namibia and who is approved by the Minister. Companies and CCs often used their independent accountant as the Public Officer. At PKF FCS we do not accept this appointment purely since we are not involved in the day to day operations of the Company or CC. Note the Public Officer must still be a resident.

The Public Officer is important to your business – make sure you appoint a person who is reliable and acceptable to both you and Revenue.

The Public Officer is subject to penalties for “the company’s defaults” and, as a “representative taxpayer” carries personal risk. For example: Public Officers risk liability for tax due to Inland Revenue to the extent that they concluded transactions or had control of income or received income from the company. They could also be personally liable if tax is due to Inland Revenue and they divert or dispose of monies or assets which could have been used to settle the tax. There are differences of opinion in legal circles as to exactly how far these risks of personal liability go, but they are real risks.

• Ensures that all necessary registrations are done and updated when required.
• Signs the returns due to Revenue certifying the correctness thereof– these include, income tax, PAYE, VAT and other declarations made to Inland Revenue.
• Generally, acts for and represents the company in all tax-related matters.

The company must appoint a Public Officer within one month of commencing the carrying on of business or acquisition of an office in Namibia. If the position becomes vacant, a new officer is to be appointed. The company is further under an obligation to specify an address for service or delivery of notices and documents. Any change must be notified to Inland Revenue within 14 days after such change has occurred. Failure to appoint a public officer or notify any change is subject to a penalty being levied.

In terms of S93 (10) of the Income Tax Act, every public officer shall be answerable for the doing of all acts, matters or things as required to be done by a company; and in case of a default shall be liable to the penalties provided in respects of defaults by a company.