Namibia: Commercial Law In Namibia

Last Updated: 18 December 2018
Article by Adams & Adams


The independent Republic of Namibia, which gained independence from South Africa in 1990, is situated on the south west coast of Africa, bordered by the Atlantic Ocean to the west; South Africa to the south and south east; Botswana to the east and Angola to the north. The Caprivi Strip extends Namibia to the Zambezi River, forming a border with Zambia.

Area: 824 268 km2

Population: 22 million

Capital: Windhoek

Currency: Namibian Dollar

GDP: USD 14.64 billion (2010)

Internet domain: .na

Languages: English (official language), Afrikaans, German, Khoekhoe (Nama), Herero, Ovambo.

Working week: Monday – Friday

Exports: Diamonds; copper; gold; zinc; lead; uranium; cattle; processed fish; karakul skins

Imports: Foodstuffs; petroleum products and fuel; machinery and equipment; chemicals


Business vehicles

There are two forms of companies commonly used by foreign investors:

  • Private or public limited liability companies.
  • Close corporations.

Registration and formation

The following steps need to be taken in order to incorporate a company:

  • Reservation of a company name involves a company name search and reservation at the Registrar of Companies within the Ministry of Trade and Industry. If the proposed name is acceptable, it will be reserved for sixty days.
  • Fees and revenue stamps at the Receiver of Revenue will need to be paid.
  • An attorney will register the company with the Registrar of Companies and obtain a certificate of incorporation and a certificate of business commencement.
  • The funds for the initial capital deposit must be paid into a bank account.
  • The company must apply to receive a fire and health inspection in order to obtain a certificate of fitness prior to the commencement of business operations.
  • The company will then receive the certificate of fitness from the local municipality.

A business would have to register for tax, workmen's compensation and with the social security commission. Trading licenses are not required. It takes between ten and fifteen business days to incorporate a company in Namibia.

Defensive name registrations are possible and will take between 5 and 10 business days. A defensive name registration is valid for 2 years.

Reporting requirements

Annual returns must be signed by the managing director and company secretary, and submitted to the Registrar of Companies.

Share capital

There are no minimum requirements for start-up capital for a private company.

Management structure

The minimum number of directors required is 2 for public companies and 1 for a private company. Directors are appointed by resolution.

The company secretary and the auditor must be local.

Are local shareholders required?

Local shareholders are not required, however, there may be local shareholder requirements specifically where licenses in respect of national asset utilisation are concerned.

Is it possible to establish a branch and, if so, what is the procedure?

It is possible to establish a branch in Namibia and takes between ten and fifteen business days to finalise.

The requirements for the formation, reporting and structuring of a close corporation is much less onerous than that of a private or public company.



  • Competition Act 2 of 2003.

The Act is enforced by the Competition Commission, based in Windhoek and the Namibian High Court.


A merger is notifiable where the following thresholds are met:

  • The merging parties' combined annual turnover exceeds USD 1,7 million.
  • The annual turnover of the acquiring firm together with the target firm's assets exceeds USD 1,7 million.
  • The annual turnover of the target firm together with the acquiring firm's assets exceeds USD 1,7 million.
  • The annual turnover of the target firm exceeds USD 860 000; or
  • The target firm's assets exceeds USD 860 000.

A merger may not be implemented prior to the necessary approval having been obtained from the Competition Commission.

Restrictive Practices

The Act regulates both horizontal and vertical restrictive practices. In addition to prohibiting such practices where they are likely to result in a substantial lessening or prevention of competition, certain practices are specifically listed.

Abuse of Dominance

The Act prohibits the abuse of a dominant position.


Following a determination that a firm has breached a provision of the Act, the Competition Commission may approach the Namibian High Court for the imposition of a penalty in an amount deemed appropriate by the Court but which may not exceed 10% of the firm's annual global turnover.


Currently Namibia does not have any promulgated consumer protection laws. However, Namibia may have some specific statutes which contain provisions that directly or indirectly relate to consumer protection under certain circumstances.


Namibia does not currently have any laws regulating data protection. Accordingly, they simply apply best practice, based on section 13(1) of the Namibian Constitution which provides as follows:

"No person shall be subject to interference with the privacy of their homes, correspondence or communications save as in accordance with law and as is necessary in a democratic society in the interest of national security, public safety or the economic well-being of the country, for the protection of health or morals, for the prevention of disorder or crime or for the protection of the rights or freedoms of others."


Court structure

The Supreme Court of Namibia is the highest court in Namibia and has both appellate and original jurisdiction. The High Court has original jurisdiction to hear and adjudicate upon all civil disputes and criminal prosecutions, including cases which involve the interpretation, implementation and upholding of the Constitution. The High Court also has jurisdiction to hear and adjudicate upon appeals from Lower Courts. Lower Courts comprise of the Magistrate's Court and Community Courts which are both created by statute. The courts are regulated by the Magistrate's Court Act, Act 2 of 2014 (Government Gazette 27 March 2014 No. 5431), High Court Act and Supreme Court Act.

Time in which matters can be heard

The likely time from commencement of proceedings to hearing will be 8 to twelve months.

Security by Foreign litigants

Foreign litigants are normally required to provide security where they are instituting formal proceedings. There are no additional requirements for foreign litigants to institute proceedings.


Successful litigants may recover costs dependent upon taxation by the Taxing Master.

Legal practitioners

All practitioners are referred to as legal practitioners and are admitted to the High Court of Namibia but de facto there is a bar and side-bar. The Legal Practitioners Act provides further details.

Alternative dispute resolution

Arbitration is a recognised form of dispute resolution and is governed by the Arbitration Act, 1965. There are no recognised arbitration institutes.


Governing legislation

Labour Act 11 of 2007 which encompasses the Basic Conditions of Employment.

Particulars of employment

The contract of employment need not be in writing. Basic conditions of employment are built into the employment relationship by operation of law, save for where the employee is afforded more favourable rights than those provided for in the Act such as remuneration, hours of work, leave, accommodation and termination of employment.

Termination / Dismissal

  • A dismissal must be both procedurally and substantively fair. There are 3 types of individual dismissals based on an employee's misconduct; incapacity or poor workmanship.
  • There are specific prohibited grounds of fair and unfair discrimination and the employer is required to satisfy the onus of establishing that the discrimination was not unfair.
  • In the case of a business sale through either a share sale or asset transfer, employees do not automatically transfer to the buyer as this is usually provided for in the sale agreement. The Act is specific in dealing with dismissals arising from collective termination or redundancy and the grounds for collective termination are listed as re-organisation or transfer of the business or the discontinuance or the reduction of the business for economic or technological reasons. The focus of collective dismissal is on the needs of the employer.

Dispute resolution mechanisms and remedy

  • The Labour Act established conciliation and arbitration tribunals which comprise of individual conciliator or arbitrator who hear complaints. The office of the Labour Commissioner is the governing body of the tribunals. Appeals or reviews of an arbitration award are heard by the Labour Court which acts as a division of the High Court of Namibia.
  • In respect of disputes concerning discrimination a referral must be made to the Labour Commissioner who will designate a conciliator to resolve the dispute through conciliation and if unresolved, will follow through to arbitration. But where a person alleges that a fundamental right and protection which includes the right not to be discriminated against has been infringed or is threatened such person may approach the Labour Court directly for the enforcement of that right or protection or any other appropriate belief.
  • Remedy for unfair dismissal from employment: Reinstatement or re-employment or compensation


Namibia forms part of the South African Rand Common Monetary Area which results in the Namibian Dollar and South African Rand being freely exchangeable on a one for one basis in Namibia.

Namibia's foreign exchange transactions must be conducted in accordance with South African exchange control policies and regulations, although the Bank of Namibia sets its own policies and regulations. Exchange control is administered by the Bank of Namibia in conjunction with the South African Reserve Bank.

Insofar as non-residents are concerned, there are no restrictions that apply to foreign funds that are introduced into Namibia as share capital. However, share certificates must be endorsed as Non-Resident and the introduction of loan funds from abroad is subject to specific exchange control approval prior to the funds being introduced.


Income tax

Income tax is levied under the Income Tax Act of 1981 on both individuals and companies, with the exemption of petroleum income derived from exploration areas, which is governed by the Petroleum Taxation Act of 1991.

Types of taxable income

Types of taxable income include income tax and withholding taxes on dividends, royalties and interest.

Tax rates

The tax rate for domestic companies and foreign companies is 33%. Registered manufacturing companies are taxed at 18% for domestic and non-resident companies. Diamond mining companies are taxed at 50% (i.e. 50% + 10% surcharge) for domestic and non-resident companies whilst other mining companies are taxed at 37.5%. Oil and gas mining companies are taxed at 35% (plus additional profits tax).

There is no capital gains tax in Namibia. Domestic companies are exempt from paying taxes on dividends received. There are withholding taxes on dividends, royalties and interest for a non-resident company. Management, directors, entertainment and consultancy fees for non-resident companies are taxed at 25%.

Double taxation treaties

Currently Namibia has double taxation agreements with Botswana, France, Germany, India, Malaysia, Mauritius, Romania, Russia, South Africa, Sweden and the United Kingdom.

Published in April 2015

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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