Corporate Secretarial Cleanup and Compliance Reinstatement

A Namibian-owned import and distribution company that had been dormant for three years and wanted to reactivate the entity to take advantage of a new distribution contract, but had lapsed on all statutory obligations during the dormancy period.

The company had missed three years of BIPA annual returns, two years of income tax returns with NamRA, and had not maintained its statutory register or board minutes during the dormancy. The directors were uncertain whether the company was still in good standing or had been deregistered, and whether the accumulated penalties and late fees could be resolved without the company being formally struck off. The distribution contract required a tax clearance certificate, which could not be obtained while the compliance was in arrears.

We confirmed with BIPA that the company had not yet been deregistered and identified the specific requirements for reinstatement. We filed the three years of outstanding BIPA annual returns, prepared and submitted the two years of outstanding income tax returns to NamRA, and applied for penalty waiver on the late submissions under the applicable provisions. We also updated the statutory register, brought the minute book current, and prepared the board resolutions required for the reactivation.

Company confirmed in good standing with BIPA. NamRA arrears filed and penalties substantially waived. Tax clearance certificate obtained within two weeks of final submission. Distribution contract signed. The company is now on a structured annual compliance cycle managed by our office.