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Companies act 61 of 1973

Companies act 61 of 1973

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Published by André Le Roux
Companies act 61 of 1973 Namibia
Companies act 61 of 1973 Namibia

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Published by: André Le Roux on Jun 16, 2009
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02/01/2013

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COMMERCIAL LAW
COMPANIES
COMPANIES ACT 61 OF 1973
[ASSENTED TO 19 JUNE 1973] [DATE OF COMMENCEMENT: 1 JANUARY 1974]
(Unless otherwise indicated)
(Signed by the President)
as amended by

Companies Amendment Act, 76 of 1974
Companies Amendment Act, 111 of 1976
Companies Amendment Act, 64 of 1977
Revenue Laws Amendment Act, 114 of 1977
Registration and Incorporation of Companies in South West Africa Proclamation 234 of 1978
Companies Amendment Act 59 of 1978
Companies Amendment Act 3 of 1989

GENERAL NOTE:
"Administrator-General" for "State President"
"territory" for "Republic",
except in sections 9(2), 141(2)(a) , 142, second provisio to section 175(1) and

section 314.
ACT
To consolidate and amend the law relating to companies; and to provide for matters
incidental thereto.
ARRANGEMENT OF ACT
1 D efi n i ti o n s
CHAPTER I
APPLICATION OF ACT
2 General application of Act and preservation of rights of existing companies
3 Restricted application of Act in case of banking and insurance companies and certain other associations
4 Transitional provisions as to unlimited companies and partly paid-up shares
CHAPTER II
ADMINISTRATION OF ACT
Office for Registration of Companies and Registrar
5 Companies Registration Office and register
6 Seal of the Companies Registration Office
7 The Registrar of Companies his appointment and delegation of power
8 Exemptions from liability
9 Inspection and copies of documents in Companies Registration Office and by foreign governments and
universities
10Manner of payment of fees to Companies Registration Office
11Annual report by Registrar

12......
13Security for costs in legal proceedings by companies and bodies corporate
14Copies of Court orders to be transmitted to Registrar and Master

Regulations by the Minister and Proclamations by the State President

15Regulations
15AProhibition of disclosure of and exemption from obligations to disclose certain information
16Regulations and proclamations to remain in force
17Proclamations

Standing Advisory Committee
18Standing Advisory Committee
CHAPTER III
TYPES AND FORMS OF COMPANIES, CONVERSIONS AND LIMITATION ON
PARTNERSHIPS AND ASSOCIATIONS

19Types of companies
20Meaning of "private company" and cessation of its privileges
21Incorporation of associations not for gain

Conversion of One Type or Form of Company into Another Type or Form of Company

22Conversion of a public company having a share capital into a private company and vice versa
23Conversion of a company into an incorporated association not for gain or into a company limited by guarantee
24Conversion of a company limited by guarantee into a company having a share capital
25Conversion of unlimited company
26Notice of intended conversion of company
27Contents and forms of articles on conversion
28Amendment of certificate of incorporation of converted company and when conversion effective
29Effect of conversion and alteration of other registers

Conversion of Companies and Close Corporation
29AMeaning of close corporation
29BCancellation of registration of memorandum and articles by Registrar upon conversion
29CConversion of close corporation into company
29DEffect of conversion of close corporation into company
Limitations on Partnerships and Associations for Gain
30Prohibition of associations or partnerships exceeding twenty members and exemption
31Unregistered associations carrying on business for gain not to be corporate bodies
CHAPTER IV

FORMATION, OBJECTS, CAPACITY, POWERS, NAMES, REGISTRATION AND
INCORPORATION OF COMPANIES, MATTERS INCIDENTAL THERETO AND
DEREGISTRATION
Formation Objects and Powers

32Mode of forming company

33Capacity main object and ancillary objects of company
34Powers of company
35Power as to pre-incorporation contracts
36Acts ultra vires the company not void
37Controlled company not to lend money to controlling company
38No financial assistance to purchase shares of company or holding company
39Company not to be a member of its holding company
40No division into interests rights to profits or shares in guarantee companies

Names of Companies
41Names of companies not to be undesirable
42Reservation of name
43Registration of translation and shortened form of name or defensive name
44Change of name and effect thereof

45Order to change name
46Provisions as to order to change name
47Registrar may call for affidavits and shall give reasons for decisions as to names
48Recourse to Court in matters as to names
49Formal requirements as to names of companies
50Use and publication of name by company

51Improper use of word "Limited" or "Incorporated" an offence
Memorandum of Association
52Requirements for memorandum of association
53Memorandum may contain special conditions and may provide for unlimited liability of directors
54Form and signing of memorandum
Alteration of Memorandum

55Alteration of memorandum to objects and powers
56Alteration of memorandum as to special conditions and other provisions
57Substitution of memorandum in other language
58Lodgment of altered memorandum
59Companies to have articles of association
60Contents and form of articles of association
61Consolidation of articles
62Alteration of articles

Registration and Incorporation

63Registration of memorandum and articles
64Certificate of incorporation and its value as evidence
65Effect of incorporation on company and members
66Members may become liable where membership reduced below minimum
67Members rights to copies of memorandum and articles

Incidental Matters

68Issued copies of memorandum or articles to embody alterations
69Contracts by companies
70Promissory notes and bills of exchange

71Service of documents upon companies
72Arbitration between companies and others
Deregistration
73Cancellation of registration of memorandum and articles

CHAPTER V
SHARE CAPITAL, REDUCTION OF CAPITAL, SHARES, ALLOTMENT AND ISSUE OF
SHARES, MEMBERS AND REGISTER OF MEMBERS, DEBENTURES, TRANSFER AND

RESTRICTIONS ON OFFERING SHARES FOR SALE
Share Capital

74Share capital may be divided into par value shares or may be constituted by shares of no par value
75Company may alter share capital and shares
76Premiums received on issue of shares to be share capital and limitation on application thereof
77Proceeds of issue of shares of no par value to be stated capital
78Effect of conversion of par value share capital into no par value share capital and vice versa
79Payment of interest out of capital in certain cases
80Restriction of power to pay commission and discounts return to Registrar

81Issue of shares of par value at a discount
82Issue price of shares of no par value requiring special resolution

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