GOVERNMENTGAZETTE OF THE
REPUBLIC OF NAMIBIA N$2,IO WINDHOEK - 25 July 1994 No. 891
CONTENTS
Page
GOVERNMENT NOTICE
No. 132 Promulgation of Close Corporations Amendment Act, 1994(Act 8 of 1994) of the Parliament .
Government Notice
OFFICE OF THE PRIME MINISTER
No. 132 1994
PROMULGA nON OF ACT OF PARLIAMENT
The following Act which has been passed by the Parliament and signed by the President in terms of the Namibian Constitution is hereby published in terms of Article 56 of that Constitution.
No. 8 of 1994: Close Corporations Amendment Act, 1994.
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Act No.8, 1994
Government Gazette 25 July 1994 No. 891
CLOSE CORPORATIONS AMENDMENT ACT, 1994
EXPLANATORY NOTE: Words underlined with solid line indicate in- sertions in existing enactments.
Words in bold type in square brackets indicate omissions from existing enactments.
ACT To amend the Close Corporations Act, 1988, so as to provide that the High Court of Namibia shall have concurrent jurisdiction in any matter relating to close corporations in which a magistrate's court has jurisdic- tion; to increase the maximum fines prescribed for offences; to further regulate the contents of and the change of founding statements, the publication of names of close corportions, the conversion of compa- nies into close corporations, the disposition of mem- bers' interests in close corporations, the disqualifica- tion of certain persons from taking part in the manage- ment of close corporations, the voting of members at meetings of close corporations, the making of loans to, and the provision of security in connection with an obligation of, members or officers of corporations and corporations or companies controlled by them, and the approval and signing of annual financial statements by members of a corporation; to adjust the provisions rela- ting to the payment of annual duties for the benefit of the State Revenue Fund; to make other provision for name changes of close corporations; to prohibit under penalty certain references to incorporation of close corporations; to provide explicitly that the trustee of a trust inter vivos in that capacity may not hold a member's interest in a close corporation; to further determine the contents of the register of fixed assets of close corporations; to provide that a close corpora- tion may change its current financial year; to define more closely the appointment, removal from office, resignation and duties of accounting officers of close corporations; to delete or replace certain definitions and expressions; and to provide for matters incidental thereto.
(Signed by the President on 12 July 1994)
No. 891 Government Gazette 25 July 1994 3
Act No.8, 1994
Amendment of section 1 of Act 26 of 1988.
Amendment of section 4 of Act 26 of 1988.
Amendment of section 5 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
BE IT ENACTED by the Parliament of the Republic of Namibia, as follows:-
1. Section 1 of the Close Corporations Act, 1988 (in this Act referred to as the principal Act) is hereby amended -
(a) by the deletion of the definition of "Cabinet";
(b) by the substitution for the definition of "Court" of the following definition:
" 'Court' means a court having jurisdiction in terms of section 7;";
(c) by the deletion of the definitions of "foreign country" and "foreign government";
(d) by the substitution for the definition of "Master" of the following definition:
" 'Master' means the Master of the High Court of Namibia;";
(e) by the insertion after the definition of "member's interest" of the following definition:
"'Minister' means the Minister of Trade and In- dustry, except in relation to any matter to be dealt with in the office of the Master in connection with the winding-up of a corporation, in which case it means the Minister of Justicej"; and
(1) by the deletion of the definition of "territory".
2. Section 4 of the principal Act is hereby amended by the substitution in subsection (1) for the words pre- ceding paragraph (a) of the following words:
I
"The [Cabinet] Minister shall, subject to the laws govern- ing the [Government] Public Service, appoint a Registrar of Close Corporations, who shall -".
3. Section 5 of the principal Act is hereby amended by the deletion of subsection (2).
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Act No.8, 1994
Government Gazette 25 July 1994 No. 891
Substitution of section 7 of Act 26 of 1988.
Amendment of section 10 of Act 26 of 1988.
Amendment of section 12 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
4. The following section is hereby substituted for section 7 of the principal Act:
"Courts having jurisdiction in respect of corporations.
7. (1) For the ur oses of this Act the High Court of Namibia or, subject to subsection (2), any magi- strate's court within whose area of ju- risdiction the registered office or main place of business of a corporation is situate, shall have jurisdiction to enter- tain any matter in respect of a corpora- tion.
(2) Notwithstanding the provi- sions of subsection (1) -
(a) no magistrate's court shall en- tertain any matter with respect to the winding-up of a corpo- ration;
(b) a magistrate's court referred to in that subsection shall only have jurisdiction to deal with a matter if it is otherwise, in accordance with the provisions of the Magistrates' Court Act, 1944 (Act 32 of 1944) relating to jurisdiction, within the competence of a magistrate's court to entertain such a mat- ter. ".
5. Section 10ofthe principal Act is hereby amended by the substitution for subsection (2) of the following subsection:
"(2) Regulations made under subsection (1) may prescribe penalties for any contravention thereof or failure to comply therewith, not exceeding a fine of [R300] N$2 000 or imprisonment for a period of six months or both such fine and such imprisonment.".
6. Section 12of the principal Act is hereby amended -
(a) by the substitution for the words preceding paragraph (a) of the following words:
No. 891 Government Gazette 25 July 1994 5 Act No.8, 1994
Amendment of section 13 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
"An erson ualified for membershi in terms of section 29 or, subject to section 28, any number of such persons who intend to form a corpora- tion, shall draw up a founding statement in the prescribed form in the official language of Na- mibia, which shall, subject to the provisions of this Act, contain the following particUlars:";
(b) by the substitution for paragraph (a) of the following paragraph:
"(a) The full name of the corporation: Provided that a literal translation of that name into [the other official language of the territory] any language other than the official lan- guage of Namibia, or a shortened form of that name or such translation thereof, may in addition be given;";
(c) by the substitution for paragraph (d) of the following paragraph:
"(d) the full name residential address and iden- tity number of each member or, if he or she has no such number, the date of his or her birth;";
(d) by the substitution in paragraph (g) for sub- paragraph (i) of the following subparagraph:
"(i) the name and postal address of the person appointed as its accounting officer; and"; and
(e) by the addition of the following subsection, the existing section becoming subsection (1):
"2 The foundin statement of a cor o- ration shall be signed by every person who is to become a member of the corporation upon its registration and each such person shall sign the founding statement in the presence of at least one witness who shall attest the signature and state his or her residential, business and postal address.".
7. Section 13of the principal Act is hereby amended by the addition of the following subsection, the existing section becoming subsection (1):
6 Government Gazette 25 July 1994 No. 891 Act No.8, 1994
Repeal of section 13A of Act 26 of 1988.
Substitution of section 15 of Act 26 of 1988.
CLOSE CORPORA nONS AMENDMENT ACT, 1994
for the benefit of the
(a) annually, within the period after the commence- ment of its financial year and in the manner as prescribed, pay the prescribed annual duty;
(b) in the event oflate payment of the annual duty, pay, in addition to such duty, such penalty as may be prescribed.".
8. Section 13A of the principal Act IS hereby repealed.
9. The following section is hereby substituted for section 15 of the principal Act:
"Registration of amended founding statement.
15. (1) If an chan e is made or occurs in respect of any matter of which particulars are stated in a founding statement of a corporation in accord- ance with paragraph (b), (d) (other than in relation to a member's residential address), (e) or (f) of section 12, the corporation shall, subject to section 29(3)(c) and (d), within 28 days after such change -
(a) lodge with the Registrar for registration in his or her regis- ters an amended founding statement in triplicate, in the prescribed form, signed by every member of the corpora- tion and by any person who will become a member on such registration, and which con- tains particulars and the date of the change; and
(b) pay the fee prescribed for the registration of an amended founding statement.
(2) (a) If any change is made or occurs in respect of any matter of which particulars are stated
No. 891 Government Gazette 25 July 1994 7 Act No.8, 1994 CLOSE CORPORATIONS AMENDMENT
ACT, 1994
(i) in accordance with para- graph (C) of section 12, and the corporation has ap- proved of such change and the accounting officer so certifies in writing; or
in a founding statement in accordance with paragraph (a) or (g)(ii) of section 12, an amended founding statement shall, in accordance with the requirements of subsection (1), be lodged with the Registrar for registration.
(b) If any change ismade or occurs in respect of a member's re- sidential address or any matter of which particulars are stated in a founding statement -
(ii) in accordance with para- graph (g)(i) of section 12,
the corporation shall lodge with the Registrar for registra- tion in his or her registers a statement in the prescribed form, which may be signed by the accounting officer on behalf of the members, and which, upon registration thereof, shall form part of the founding statement or amen- ded founding statement.
(3) Any change contemplated in -
(a) paragraph (a) or (b)(i) of sub- section (2) shall take effect upon registration of the state- ment in question in the relevant registers, or upon a later date mentioned in such statement;
8 Government Gazette 25 July 1994 No. 891 Act No.8, 1994 CLOSE CORPORATIONS AMENDMENT
ACT, 1994
(c) If the members concerned fail to comply with any such direc- tion, the Registrar may by further written notice, so served on the members by re- gistered post, impose on the members, or any of them, a penalty not exceeding N$I 0 per day from the date upon which the reminder referred to in pa- ragraph (a) was sent.
(b) paragraph (b)(ii) of subsection (2) shall take effect upon the date mentioned in the state- ment in question.
(4) If, by an order of court in terms of section 49, an alteration or addition is made to a founding statement, the pro- visions of subsection (I) in relation to the lodging of an amended founding statement, shall mutatis mutandis apply in respect of such founding statement.
(5) (a) If a corporation fails to lodge an amended founding statement in accordance with the provisions of subsection (1), (2) or (4), as the case may be, the Registrar may on his or her own initiative or on appli- cation by any member or cre- ditor of the corporation serve on the members of the corpo- ration, in accordance with section 25(2)(a), a reminder to make good the default within 28 days of the date of the reminder.
(b) If the members concerned fail to comply with any such re- minder, the Registrar may, by written notice so served, direct those members so served, to make good the default within 28 days of the date of the notice.
No. 891 Government Gazette 251uly 1994 9 Act No.8, 1994
Substitution of section 18 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
(d) When the Registrar has served a notice referred to in para- graph (c) on the members, he or she may, after expiry of a period of21 days from the date of that notice, forward a cer- tified copy thereof to the clerk of the magistrate's court in whose area of jurisdiction the registered office of the corpo- ration is situate, who shall record it, and thereupon such notice shall have the effect of a civil judgment of that magi- strate's court against every such member for the amount of the penalty in question.
(e) On application by one or more of the members concerned, the court in question may reduce or rescind the penalty, or exempt any such member or members from the effect of the notice.
(6) An amended founding state- ment referred to in subsection (l)(a), (2)(a) or (4) and a statement referred to in subsection (2)(b) shall be signed in the presence of at least one witness who shall attest the signature and state his or her residential, business and postal ad- dress. ".
10. The following section is hereby substituted for section 18 of the principal Act:
"Meaning of 'name' in sec- tions 19,20 and 21.
18. For the purpose of sections 19, 20 and 21 'name', in relation to a corporation, unless the context other- wise indicates, means the full name of that corporation, or a literal translation of that name into [the other official language of the territory] any language other than the official language in Na- mibia, or a shortened form of that name or any such translation thereof, referred to in section 12(a).".
10 Government Gazette 25 July 1994 No. 891 Act No.8, 1994
Amendment of section 19 of Act 26 of 1988.
Amendment of section 20 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
11. Section 19of the principal Act is hereby amended by the substitution for subsection (2) of the following subsection:
"(2) The Re istrar rna on written a lication on the prescribed form and on payment of the prescribed fee, reserve a name (approved by him or her) or literal trans- lation into any language other than the official language in Namibia, of a name of a corporation or a shortened form of the name or name so translated of a corporation, for a period of 60 days pending the registration of a founding statement: Provided that when, at the conversion of a company into a corporation in terms of section 27, the name of the company is retained, no reservation of such name shall be necessary.".
12. Section 20 of the principal Act is hereby amen- ded -
(a) by the substitution for subsection (2) of the following subsection:
"(2) Any interested person may [within a period of one year referred to in subsection (1)]-
(a) within a period of one year referred to in subsection (1), on payment of the prescribed fee apply in writing to the Registrar for an order directing the corporation to change its name on the ground of undesirability or that such name is calculated to cause damage to the applicant; or
(b) within a period of two years after the registration of a founding statement apply to a Court for an order directing the corporation to change its name on the ground of undesirability or that such name is calculated to cause damage to the applicant, and the Court may on such application make such order as it deems fit."; and
No. 891 Government Gazette 25 July 1994 11
Act No.8, 1994
Amendment of section 22 of Act 26 of 1988.
Insertion of section 22A in Act 26 of 1988.
Amendment of section 23 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
(b) by the addition of the following subsections:
"6 An erson feelin a rieved b an decision or order of the Registrar under this section may, within one month after the date of such decision or order, apply to the High Court of Namibia for relief, and the Court may consider the merits of any such matter, receive further evidence and make any order it deems fit.
(7) No prescribed fee mentioned in section 15( 1) shall be payable in respect of the registration of an amended founding statement by virtue of an order under subsection (3) of this section.".
13. Section 22 ofthe principal Act is hereby amended by the substitution for subsection (1) of the following subsection:
"(1) The abbreviation 'CC', in capital letters, shall be subjoined to the name used by a corporation.".
14. The following section is hereby inserted in the principal Act after section 22:
"Improper references to incorporation in terms of Act.
on a
(a) to which the abbreviation 'CC' is subjoined; or
(b) of which the words 'close cor- poration' or any abbreviation thereof form part,
in any way which indicates incorpo- ration as a close corporation in terms of this Act, while not being so incorpora- ted, shall be guilty of an offence.".
15. Section 23 of the principal Act is hereby amended by the substitution in subsection (1) for paragraphs (a) and (b) of the following paragraphs:
"( a) shall display its registered full name (or a registered literal translation thereof [into the other official language of the territory]) and
12 Government Gazette 25 July 1994 No. 891 Act No.8, 1994
Amendment of section 27 of Act 26 of 1988.
Amendment of section 29 of Act 26 of 1988.
CLOSE CORPORA nONS AMENDMENT ACT, 1994
registration number in a conspicuous position and in characters easily legible on the outside of its registered office and every office or place in which its business is carried on;
(b) shall have that name (or such translation there- of) and registration number mentioned in legible characters in all notices and other official publi- cations [including advertisements] of the cor- poration, and in all bills of exchange, promis- sory notes, endorsements, cheques and orders for money, goods or services purporting to be signed by or on behalf of the corporation, and all letters, delivery notes, invoices, receipts and letters of credit of the corporation; and".
16. Section 27 of the principal Act is hereby amen- ded -
(a) by the substitution in subsection (4) for the words preceding paragraph (a) of the following words:
"If the provisions of subsection (2) have been complied with, the Registrar shall, [unless he has reason to believe] if he or she is satisfied that the company concerned has [failed to comply with any requirement] complied materially with the requirements of the Companies Act -"; and
(b) by the addition to subsection (5) ofthe following paragraph:
The 'uristic erson which rior to the con- version of a company into a corporation existed as a company, shall notwithstanding the conversion continue to exist as ajuristic person but in the form of a corporation.".
17. Section 29 of the principal Act is hereby amended by the substitution for subsection (I) of the following subsection:
"(I) Subject to the provisions of subsection (2)(b) and (c), only natural persons may be members of a corporation and no juristic person or trustee of a trust inter vivos in that capacity shall directly or indirectly (whether through the instrumentality of a nominee or otherwise) hold a member's interest in a corporation.".
No. 891 Government Gazette 25 July 1994 13 Act No.8, 1994
Substitution of section 37 of Act 26 of 1988.
Amendment of section 46 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
18. The following section is hereby substituted for section 37 of the principal Act:
"Other dispo- sitions of mem- bers' interests.
37. Sub'ect to sections 34 35 and 36, no member of a corporation shall dispose of his or her interest in the cor- poration or a portion of such interest, unless such interest or portion is dis- posed of -
(a) in accordance with an associa- tion agreement or the provi- sions of section 46(g); or
(b) with the consent of every other member of the corporation:
Provided that no member shall dispose of his or her interest to the corporation unless it has one or more other mem- bers. ".
19. Section 46 of the principal Act is hereby amended by the addition of the following paragraph:
" sub'ect to section 37 if a member of a cor ora- tion desires to sell his or her interest in the corporation, or a portion of such interest, he 'Or she shall give written notice of his or her intention to sell to other members of the corpo- ration, and state the price at which he or she desires to sell such interest or portion, and -
(i) the members concerned, or the corporation, shall have an option to purchase such interest or portion within a period of two months of the date of receipt of the notice;
(ii) if more than one offer for such interest or portion is made, such interest or portion shall be sold to the persons concerned in equal percentages;
(iii) if the members of the corporation cannot agree on the selling price of such interest or portion, the selling price shall be the true and fair value determined by -
14 Government Gazette 25 July 1994 No. 891 Act No.8, 1994
Amendment of section 47 of Act 26 of 1988.
Amendment of section 48 of Act 26 of 1988.
Amendment of section 55 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
(aa) the accounting officer of the corpo- ration, if so agreed thereto by all members interested in the sale; or
(bb) failing such an agreement, a person registered as a public accountant and auditor in terms of the Public Ac- countants' and Auditors' Act, 1951 (Act 51 of 1951)and designated by the President of the Institute of Chartered Accountants of Namibia; and
(iv) if none of the members of the corporation, or the corporation, offers to purchase such interest or portion within the period re- ferred to in subparagraph (i), or if the corporation, or members of the corpora- tion, offer to purchase only a portion of such interest or portion, the member ma- king the offer may sell the interest or the unsold portion thereof, as the case may be, to any other person qualifying for mem- bership under section 29.".
20. Section 47 ofthe principal Act is hereby amended by the substitution in subsection (1) for the words pre- ceding paragraph (a) of the following words:
"Notwithstanding any other provision of this Act or in any association agreement or any other agreement between members to the contrary, the following persons shall [if they are members] be disqualified from taking part in the management of [the business of] a corporation:".
21. Section 48 of the principal Act is hereby amended by the substitution in subsection (2) for paragraph (c) of the following paragraph:
"(c) only members present in person or by proxy at the meeting may vote at that meeting.".
22. Section 55 of the principal Act is hereby amen- ded -
(a) by the substitution in subsection (3) for para- graph (b) of the following paragraph:
No. 891 Government Gazette 25 July 1994 15 Act No.8, 1994
Amendment of section 56 of Act 26 of 1988.
CLOSE CORPORA nONS AMENDMENT ACT, 1994
"(b) another company or another juristic person controlled by one or more directors or managers of the company's holding com- pany or of a company which is a subsidiary of its holding company,"; and
(b) by the substitution in subsection (3) for para- graph (ii) of the following paragraph:
"(ii) another company or another juristic person controlled by one or more members of any such corporation, or by one or more di- rectors or managers of a company which would be a subsidiary of the corporation were it a company.".
23. Section 56 of the principal Act is hereby amen- ded -
(a) by the substitution in subsection (1) for the words preceding paragraph (a) of the following words:
"A corporation shall keep in [one of the official languages ofthe territory] the official language of Namibia such accounting records as are necessary fairly to represent the state of affairs and business of the corporation, and to explain the transaction and financial position of the business of the cor- poration, including -"; and
(b) by the substitution in subsection (1) for para- graph (b) of the following paragraph:
"(b) a register of fixed assets showing in respect thereof the respective dates of any acquisi- tion and the cost thereof, depreciation @ ~, and where any asset has been revalued, the date of the revaluation and the revalued amount thereof. the respective dates of any disposals and the consideration received in respect thereof: Provided that in the case of a corporation which has been converted from a company in terms of section 27, the existing fixed asset register of the company shall be deemed to be such a register in respect of the corporation, and such parti- culars therein shall be deemed to apply in respect of it; ".
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Substitution of section 57 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
24. The following section is hereby substituted for section 57 of the principal Act -
"Financial year of corporation.
57. (1) The financial ear of a corporation shall be its annual account- ing period, which shall, subject to sub- sections (2), (3) and (4), be not less than 12months and end on the date stated in its founding statement in accordance with paragraph (g)(ii) of section 12.
(2) The date referred to in sub- section (I) may, subject to section 15(2), be changed by the corporation -
(a) to a date being not more than six months earlier; or
(b) to a date being not more than six months later,
but any such change shall not be made more than once in a financial year, and, in the case of a change contemplated in paragraph (b), the prescribed additional amount in respect of the annual duty shall be payable for any period by which the financial year is extended.
(3) The first financial year of a corporation shall commence on the date of its registration and shall end on the date referred to in subsection (I) occur- ring not less than 3 nor more than 15 months after the date of registration: Provided that the first financial year of a corporation converted from a company in terms of section 27, shall end on the date on which the financial year of the company would have ended had it not been so converted.
(4) The financial year of a corpo- ration, which has in terms of subsection (2) changed the date referred to in subsection (1), shall commence at the
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Amendment of section 58 of Act 26 of 1988.
Amendment of section 59 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
end of the previous financial year and shall end on the date, as changed, occur- ring not less than 3 nor more than 18 months after the end of that previous financial year.".
25. Section 58 of the principal Act is hereby amen- ded -
(a) by the substitution for subsection (1) of the following subsection:
"(1) The members of the corporation shall within [six] nine months after the end of every financial year of the corporation cause financial statements in respect of that financial year to be [made out] prepared in [one of the official languages ofthe territory] the official language of Namibia."; and
(b) by the substitution for subsection (3) of the following subsection:
"(3) The annual financial statements shall be approved and signed by a member holding a member's interest of at least 51 per cent, or members together holding members' interests of at least 51 per cent, in the corporation.".
26. Section 59 of the principal Act is hereby amen- ded -
(a) by the substitution for subsection (1) of the following subsection:
"(1) Ever cor oration shall sub'ect to sec- tion 60, appoint an accounting officer who has in writing consented thereto.";
(b) by the substitution for subsection (3) of the following subsection:
"(3) If a vacancy occurs in the office of an accounting officer, whether as a result of removal, resignation or otherwise, the corporation shall within [fourteen] l! days appoint another accounting officer and comply with the provi- sions of subsection (2) of section 15: Provided
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Amendment of section 62 of Act 26 of 1988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
that the provisions of subsection [(3)] (5) of the said section 15 shall apply where the said sub- section (2) of that section has not so been complied with, whether or not an appointment of such other accounting officer has been made."; and
(c) by the substitution in subsection (5) for para- graph (a) of the following paragraph:
"(a) An accounting officer shall on resignation or removal from office forthwith inform every member of the corporation thereof in writing, and shall send a copy of the letter to the last known address of the registered office of the corporation and shall in addi- tion forthwith by certified post inform the Registrar -
(i) that he or she has resigned or been removed from office;
(ii) of the date of his or her resignation or removal from office;
(iii) of the date up to which he or she performed his or her duties; and
(iv) of any matters with respect to the financial affairs of the corporation of which he or she was aware, at the time of his or her resignation or removal, which were in contravention of the provisions of this Act.".
27. Section 62 of the principal Act is hereby amen- ded -
(a) by the substitution in subsection (1) for para- graph (b) of the following paragraph:
"(b) [determine] review the appropriateness of the accounting policies represented to the accounting officer as having been applied in the preparation of the annual financial statements; and"; and
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Amendment of section 63 of Act 26 of 1988.
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(b) by the addition of the following subsection:
"4 If an accountin officer of a cor ora- tion has in accordance with subsection (3)(b)(ii) or (iii) reported to the Registrar that -
(c) he or she has reason to believe that such an incorrect indication is given,
(a) the annual financial statements of the corporation concerned indicate that as at the end of the financial year the corporation's liabilities exceed its assets;
(b) the annual financial statements incor- rectly indicate that as at the end of the financial year concerned the assets of the corporation exceed its liabilities; or
and he or she finds that any subsequent financial statements of the corporation concerned indicate that the situation has changed or has been rectified and that the assets concerned then exceed the liabilities or that they no longer in- correctly indicate that the assets exceed the liabilities or that he or she no longer has reason to believe that such an incorrect indication is given, as the case may be, he or she shall report to the Registrar accordingly.".
28. Section 63 of the principal Act is hereby amen- ded -
(a) by the substitution for paragraph (a) of the following paragraph:
"(a) Where the name ofthe corporation is in any way used without the. abbreviation 'CC' [or BK] as required by section 22(1), any member of the corporation who is respon- sible for, or who authorized or knowingly permits the omission of such abbreviation, shall be so liable to any person who enters into any transaction with the corporation from which a debt accrues for the corpo- ration while he or she, in consequence of such omission, is not aware that he or she is dealing with a corporation;"; and
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Amendment of section 82 of Act 26 of \988.
Substitution of certain words and expressions in Act 26 of \988.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
(b) by the substitution for paragraph (d) of the following paragraph:
"(d) where a juristic person or a trustee of a trust inter vivos in that capacity purports to hold, whether directly or indirectly, a member's interest in the corporation in contravention of any provision of section 29, such juristic person or trustee of a trust inter vivos and any nominee referred to in that section shall, notwithstanding the invalidity of the holding of such interest, be so liable for every debt of the corporation incurred during the time the contravention conti- nues;".
29. Section 82 of the principal Act is hereby amended by the substitution in subsection (1) for paragraphs (a), (b), (c) and (d) of the following paragraphs:
"(a) in section 52, 56 or 64, to a fine not exceeding [R2 000]N$8 000 or imprisonment for a period not exceeding two years, or to both such fine and such imprisonment;
(b) in section 58, to a fine not exceeding [Rl 000] N$4 000 or imprisonment for a period not exceeding one year, or to both such fine and such imprisonment;
(c) in section 20, 22A, 23 or 47, to a fine not exceeding [R50ii]N$2 000 or imprisonment for a period not exceeding six months, or to both such fine and such imprisonment; and
(d) in section 16, 41 or 49, to a fine not exceeding [RI00] N$1 000 or imprisonment for a period not exceeding three months, or to both such fine and such imprisonment.".
30. The principal Act is hereby amended -
(a) by the substitution for the word "Cabinet", wherever it occurs, of the word "Minister";
(b) by the substitution for the expression "Official Gazette", wherever it occurs, of the word "Gazette"; and
No. 891 Government Gazette 25 July 1994 21 Act No.8, 1994
Short title.
CLOSE CORPORATIONS AMENDMENT ACT, 1994
(c) by the substitution for the words "the territory", wherever they occur, of the word "Namibia".
31. This Act shall be called the Close Corporations Amendment Act, 1994, and shall be deemed to have come into operation on 1March 1994, except for sections 5,14 and 30, which shall come into operation on the date of publication of this Act in the Gazette.
