When investing in Namibia one of the first aspects to be considered by an investor is the type of entity or structure through which the operations in Namibia are to be conducted.

 

It is important to note that Namibia has no restrictions on the ownership of shares in Namibian entities by foreign nationals.  The exception to this rule applies to agricultural land.  No foreigner is allowed to own a majority of the shares in any entity that is the owner of agricultural property.   

In Namibia a business can be run and property purchased through companies, closed corporations and business trusts.  

 

Namibia further has different types of companies which are incorporated in terms of the provisions of the Namibian Companies Act; i.e. Public Namibian Companies and Private Namibian Companies.

 

In terms of Namibian law, an entity which has been incorporated has a distinct and separate legal personality.  Under most circumstances a shareholder can not be held liable for the liabilities of the entity.   There are however certain exceptions to this rule in terms whereof a shareholder or director may be held liable should such a person have acted in bad faith in breach of the provisions of the Companies Act.  

 

Should you require a Namibian Company or Namibian Close Corporation we are able to assist therein.  We regularly assist clients in the incorporation of Namibian Companies as well as Namibian Close Corporations.  We have further pre-registered a number of shelf companies and shelf close corporations.  These are entities that have not traded that have been registered with the objective of providing clients with a incorporated Namibian entity should they urgently require same.  

 

We further assist clients in the registration of Namibian Trusts.  A Namibian Trust provides a vehicle through which assets can be held, whilst being removed from the personal estate of the founder.  Namibian trust law provides interesting and unique opportunities to individual investors.  The Namibian Income Tax Act provides for a beneficial tax regime towards Namibian Trusts.

 

 

A further practical concern faced by new investors to Namibia pertains to the protection of their investments in Namibia.

 

Foreign investors to Namibia are protected by the provisions of the Namibian Foreign Investment Act.  In terms of the provisions of the act a foreign investor may not be treated differently to a local Namibian .  This provision in the Namibian Foreign Investment Act ensures that investors to Namibia can be assured of  a measure of security which is not normally present with investments in developing countries.  A foreign investor to Namibia will therefore have all the protections that are available to Namibians, together with the additional protections and benefits offered by the Namibian Foreign Investment Act.

 

A Certificate of Status Investment may be issued in terms of the Namibian Foreign Investment Act to a investor of whom the Minister is satisfied that the investor has invested (r intends to invests) an amount of no less than N$ 2 million in Namibia.

A person to whom a Certificate of Status Investment in terms of the Foreign Investment Act has been issued obtains certain rights.  These rights include the right to repatriate foreign capital from Namibia.

 

We have experienced that once an investor has obtained a Namibian Certificate of Status Investment he normally also has less difficulty in obtaining a Namibian Employment Permit. 

 

The Namibian income tax system is based source based regime. It is therefore not concerned with where a taxpayer is domiciled, but rather takes into account the source of the  income has been earned.  Should such income be from a Namibian source or a deemed Namibian source, the income will be taxable in Namibia.

 

Non-residents temporarily employed in Namibia, or a foreign company trading in Namibia, will be deemed to have earned the income relating to the services or goods in Namibia.  The income will therefore be taxable in Namibia.  This situation may be regulated by a double-taxation agreement which may alter the situation. Investors are however advised to obtain specific advice prior to relying on a double taxation agreement. 

 

Individuals in Namibia are taxed on a marginal scale over a series of income brackets, while Namibian Income Tax is levied on legal entities at a rate of 34% on taxable income (less allowable deductions) which is derived from a Namibian source.  .

 

Namibia further levies value added tax (VAT) on all transactions entered into by a registered vendor.  VAT is levied at a rate of 15%.  A registered enterprise is allowed to reclaim input VAT on its inputs. In order to be able to reclaim (deduct) the VAT which is paid on local purchases or on imports a person or entity should first be registered as a VAT vendor.

 

Namibia further imposes number of withholding taxes on a broad range of payments to foreign entities.  Unless a foreign investor correctly structures its operations, these withholding taxes may severely impact the profitability of its Namibian operations.