Lodging of Annual Returns and Payment of Annual Duties: A Comprehensive Guide for Business Owners

The Business and Intellectual Property Authority (BIPA) has launched a public awareness campaign to remind business owners of Close Corporations, Companies with share capital (PTY) and Companies incorporated under Section 21 to submit their annual returns and pay annual duties for the period of 2012-2021. Failure to do so can result in late fees, additional fees, and even deregistration. In this guide, we will explain everything you need to know about lodging annual returns and paying annual duties to ensure compliance with the Companies Act, 2004 (Act No. 28 of 2004) and the Close Corporations Act, 1988 (Act No. 26 of 1988).

Lodging Annual Returns: A Compulsory Requirement

According to Section 181 of the Companies Act, 2004, all companies with share capital must lodge their annual returns.

The following types of businesses are required to submit annual returns:

  • Companies with share capital (PTY)
  • Companies incorporated under Section 21

Close Corporations (CC) are also required to lodge annual returns, but they are not obliged to pay an annual duty. Companies are required to submit annual returns on a prescribed form (CM23) along with a lodging fee of N$160.00. The lodging fee must accompany the annual return.

It is crucial to submit annual returns to ensure compliance with the Companies Act, 2004.

Failure to lodge annual returns may result in:

  • Late fees of N$300, according to Section 186 of the Companies Act, 2004
  • Additional fees, as prescribed in Regulation 41 (2) of the Companies Act, 2004
  • Deregistration of the memorandum and articles of association, as outlined in Section 74 (1) and (2) of the Companies Act, 2004

Payment of Annual Duties: A Legal Obligation

Annual duties are prescribed in Regulation 40 of the Regulations made under the Companies Act, 2004. Close Corporations are required to pay annual duties not later than one month after the financial year. The annual duty payable by Close Corporations is N$120.00. Companies with share capital are also required to pay an annual duty, along with additional fees according to the scales prescribed under Regulation 11(3) of the Regulations made under the Close Corporations Act.

It is important to pay annual duties to avoid punitive measures such as additional fees, deregistration, and non-compliance with the Companies Act, 2004. Close Corporations must lodge proof of payment to the Registrar not later than forty-two days after the end of every financial year.

Submitting Proof of Payment and Remaining Compliant

Businesses that have already paid their annual duties for the period of 2012-2021 are requested to submit proof of payment to BIPA to update their records. Businesses that have outstanding annual duties will not be allowed to make any amendments to their entity or receive a good standing certificate from BIPA.

To remain compliant with the Companies Act, 2004 and the Close Corporations Act, 1988, business owners are encouraged to visit BIPA offices and enquire about outstanding returns and fees. For more information, kindly contact +264 61 299 4484/64/21 or send an email to debtors@bipa.na.

If you have more questions, look through our blog for answers!