The Namibian Companies Act, Act 28 of 2004 (“the Act”) contains a number of provisions that will directly impact all companies, directors and officers. 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. A summary of the more significant changes are highlighted below.
The effective date of the Act is 1 November 2010. The amended Schedule 4 to the Act is applicable to companies with financial year ends commencing on or after 1 November 2010.
A subsidiary is now defined by control and not a majority shareholding percentage
The penalty for insider trading under the Act is N$500 000 and/or two years in prison.