	Social Enterprise Law Surveys
	Namibia
	(Africa)
What jurisdiction(s) do you practice in?	Namibia
What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...	The most common for-profit organizational forms utilized in Namibia to operate a trade or business are private companies (“PTY Ltd.”), public companies, close corporations, business trusts, partnerships and sole proprietorships. Companies are incorporated under the Companies Act 28 of 2004. Two types of companies may be formed: a) a company having a share capital, or b) a company not having a share capital and having the liability of its members limited by the memorandum. A company having a share capital may be either a private or public company and these are advantageous to Enterprises that declare dividends and distributions. Close Corporations are incorporated under the Close Corporations Act 26 of 1988 and may be established by one or more persons, not exceeding ten, who qualify for membership. Members of a corporation are not liable for the liabilities or obligations of the corporation. In addition, Namibia has available the Section 21 company which is designed to have as its object the promotion of religion, arts, sciences, education, charity, recreation, or any other cultural or social activity or communal or group interests. Profits, if any, or other income are applied in promoting its object and the payment of dividends to its members are prohibited. Generally, such companies are non- profit associations. a. Enterprises that seek financing from investors and will have multiple owners tend to form companies. It is certainly possible to work with PTY Ltds that have many members and investor backing, and this is also more standard. It is very difficult to get outside investment into a close corporation, partnership or sole proprietorship and investments in these entities are often debt rather than equity. b. Namibia does not have organizational forms specifically designed for Social Enterprise. The most common for-profit organizational form Social Enterprise would be a PTY Ltd as the PTY Ltd form is more flexible in terms of permitted modifications in shareholder relationships and business purposes, such that the members can mutually agree to operate in a manner consistent with their business’s values.
Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...	Yes, irrespective of the form of Enterprise chosen, certain statutes do require boards or managers to consider, balance or prioritize interests other than shareholder value in decision making. For instance, statutes such as the Labour Act 11 of 2007 do provide for mandatory basic conditions of employment. The provisions of the Affirmative Action (Employment) Act 29 of 1998 aims to achieve equal opportunity in employment and to redress through appropriate affirmative action plans the conditions of disadvantage in employment experienced by persons in designated groups arising from past discriminatory laws and practices. The Environmental Management Act 7 of 2007 serves to promote the sustainable management of the environment and the use of natural resources by establishing principles for decision making on matters affecting the environment. Save for these statutes that place socio economic transformation and environmental considerations before shareholder value, there are generally speaking, no other considerations that detract from shareholder value. In PTY Ltd’s boards may be permitted to consider other factors to the extent specified in memorandum and articles of incorporation or as the business strategy dictates but there is no requirement to this effect.
Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...	No, Namibia does not have organizational forms specifically designed for Social Enterprise. The traditional forms of Enterprise dealt with in paragraph 2 above may be employed to advance Social Enterprise[IT1] . [IT1]Isis, please consider whether you would prefer that we do an analyses of the various enterprises listed in paragraph 2 above, since we do not have specifically designed business forms for social enterprise.
Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...	Yes, this is possible. Certain Social Enterprises are permitted to be formed and operated as Nonprofits. These are typically called “foundations”; however, (i) they are not given any special treatment by virtue of being a Nonprofit, (ii) not every type of business venture may be eligible to form as a Nonprofit and (iii) Nonprofits that earn excess profits may fall short of the tax exemptions passed for Nonprofits under certain circumstances. Thus, as a practical matter, not all Social Enterprises may form as Nonprofits. Social Enterprises that do organize as Nonprofits enjoy the same tax benefits as other Nonprofits and have the same burdens and restrictions, and there is no lesser reporting or faster formation process for Social Enterprise Nonprofits as compared to other Nonprofits. Where their businesses objectives fall in the category of exempted tax activity or where the profits are intended towards promoting its objects, it is indeed very prevalent for Social Enterprises to form as Nonprofits.
Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.	Yes, the Co-Operatives Act 23 of 1996 provides for the formation of workers’ co-operatives and service co-operatives. see discussion of the CC in California above. Forming as a worker-owned Cooperative allows for worker control and management as well as alignment of worker and investor interests. This form also provides favorable tax treatment of member distributions. Enterprises that form as Cooperatives may experience difficulties in raising capital and scaling and must abide by additional governance requirements. Further, outside investors are also not incentivized to make large investments since the level of financial investment does not determine control. Control vests with its members.
Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.	By virtue of Social Enterprises not being legally recognized as such, there are no unique reporting requirements applicable to them in Namibia.
In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.	There is no case law in Namibia on Social Enterprises as it is not a legally recognized business Enterprise in Namibia.
Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.	Yes, please consider our comments in paragraph 3 above that deal with the various statutes that impact shareholder value.
Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.	No.
Does your jurisdiction have any ESG requirements for investors? If it does, please describe.	No.
Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...	No major investor classes are required to look at ESG issues. Investors may consider such factors, at their own volition but this would normally form part of CSR strategies.
What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?	Social Enterprises receive grants, charitable investments, and traditional investments. The type of funding typically varies based on the Enterprise form that the Social Enterprise chooses. For example, Social Enterprises formed as Non-profits receive more grants and charitable investments, while Social Enterprises formed as for-profit corporations received more traditional investments.
How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?	For-profit impact investments have been increasing in Namibia. For instances, pension funds are under statutory obligation to invest 1.75 per cent of the market value of its investments in unlisted investments in Namibia through special purpose vehicles, operating subject to an investment plan. Under this framework, various funds have been established to facilitate unlisted investment in the agricultural sector with investment plans geared toward food production and security and green energy investment.
What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...	There is no special government funding specifically available to Social Enterprises as such.
Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?	No, there are no companies that are formed at Social Enterprise listed on the Namibia Stock Exchange.
To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.	They are not required to disclose ESG factors
How prevalent, if at all, are impact bonds in your jurisdiction?	Impact bonds are not prevalent in Namibia at all.
In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?	No.
Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...	Crowdfunding is legal, allowing small businesses and Social Enterprise to solicit investment from the general public. However, it is not used as a tool by most successful enterprises due to cost, restrictions (including a cap on the maximum investment amount) and ongoing reporting obligations.
Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...	There are tax exemptions available for Nonprofits generally, but there are no tax exemptions that are uniquely available for Social Enterprises structured using a for-profit organizational form. Nonprofits (whether or not Social Enterprise) have one key tax exemption provisions being that they do not have to pay income tax themselves.
Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?	No.
Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)	No.
Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?	No.
Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.	No, however the Ministry of Industrialization and Trade has as its key functions, promoting economic development in the least developed regions in a manner that contributes towards integrating historically disadvantaged Namibians into the mainstream of the economy, the country’s GDP growth, reducing unemployment and poverty, and achieving an inclusive shared equitable economy, planning and constructing appropriate industrial infrastructure providing trading and factory space especially to small and medium enterprises, amongst other. The Ministry does not have small-scale, live testing of innovations by Enterprises in a controlled environment under the regulator’s supervision.
What government operational support, resources, training or services, are available for small businesses or Social Enterprises?	Apart from our response in paragraph 1 above, the Ministry of Industrialization and Trade, its key functions also entail financing of feasibility studies/business plans for local small and emerging entrepreneurs and least developed towns through its Feasibility Study Fund, the provision of business mentorship services and entrepreneurial skills training, financial assistance to help SMEs to secure booths or stalls to exhibit their products at trade fairs, construction and leasing of affordable business outlets and industrial workshops (Sites and Premises Development Programme), financial assistance towards procurement of production equipment and inputs (Equipment Aid Scheme and Group Purchasing Scheme), facilitation of business linkages and experiential factory visits, research into and development of industrial products, facilitation of linkages to financial services and access to finance for SMEs. There are however no government grants and loan guarantees available for small businesses.
Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.	No, they are all treated the same.
Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.	No.
Is there a different bankruptcy system available for Social Enterprises?	No.
What are the average time and filing fees to form an Enterprise in your jurisdiction?	Depending on the current processing times and to the extent the documents are all in order, it can take up to four weeks to form a legal entity.
What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...	Apart from the tax exemptions previously explained, no certifications afford beneficial tax status or other beneficial legal status.
Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.	Yes, startups can easily form and flourish in Namibia. They have a number of Enterprise forms available to choose from, there are relatively few reporting requirements for private for-profit businesses. The incorporation processes can be tedious, but this is caused by and large, by the covid-pandemic.
Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.	In our opinion, Social Enterprises can form relatively easily if they want to organize as a for-profit Enterprise or otherwise. Whether the Social Enterprise business model would be sustainable under prevailing economic conditions in Namibia, may be the real challenge. Social Enterprises will have to differentiate a value proposition in a highly competitive environment where access to financial resources are scarce.
Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...	No there are not as Social Enterprises are treated the same as traditional Enterprises.
In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.	Yes, the recent “Fishrot” corruption scandal that involves two cabinet ministers, the ruling political party and a number of legal practitioners, have placed much focus on the government’s bona fides to deal decisively with instances of corruption and fraud involving public officers and resources. The Fishrot scandal came in the wake of the conviction of another cabinet minister during 2019, on allegations of corruption and lying under oath.
What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?	1. Creating a clear policy or legal framework under which Social Enterprises may be established. 2.Providing tax benefits to Social Enterprises utilizing for-profit Enterprise forms. 3. Defining the scope of permitted activity for Nonprofits regardless of activity (even if the Nonprofits for certain activities did not have all tax benefits of other Nonprofits). 4. Revising rules governing fiduciary duties of corporations and investment managers to enable or require them to consider factors other than financial return. 5. Making crowdfunding easier, cheaper and more accessible to broaden public investment in Social Enterprises.
What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?	Implementing a uniform set of standards for ESG policies and reporting of public companies would make it easier for investors and consumers to compare and evaluate which enterprises are in fact doing good in the world, which would drive companies to perform better.
Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?	No.

Social Enterprise Law Surveys

Back XLS

What jurisdiction(s) do you practice in?

Namibia

What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...

The most common for-profit organizational forms utilized in Namibia to operate a trade or business are private companies (“PTY Ltd.”), public companies, close corporations, business trusts, partnerships and sole proprietorships. Companies are incorporated under the Companies Act 28 of 2004. Two types of companies may be formed: a) a company having a share capital, or b) a company not having a share capital and having the liability of its members limited by the memorandum. A company having a share capital may be either a private or public company and these are advantageous to Enterprises that declare dividends and distributions. Close Corporations are incorporated under the Close Corporations Act 26 of 1988 and may be established by one or more persons, not exceeding ten, who qualify for membership. Members of a corporation are not liable for the liabilities or obligations of the corporation.

In addition, Namibia has available the Section 21 company which is designed to have as its object the promotion of religion, arts, sciences, education, charity, recreation, or any other cultural or social activity or communal or group interests. Profits, if any, or other income are applied in promoting its object and the payment of dividends to its members are prohibited. Generally, such companies are non- profit associations.

a. Enterprises that seek financing from investors and will have multiple owners tend to form companies. It is certainly possible to work with PTY Ltds that have many members and investor backing, and this is also more standard. It is very difficult to get outside investment into a close corporation, partnership or sole proprietorship and investments in these entities are often debt rather than equity.

b. Namibia does not have organizational forms specifically designed for Social Enterprise. The most common for-profit organizational form Social Enterprise would be a PTY Ltd as the PTY Ltd form is more flexible in terms of permitted modifications in shareholder relationships and business purposes, such that the members can mutually agree to operate in a manner consistent with their business’s values.

Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...

Yes, irrespective of the form of Enterprise chosen, certain statutes do require boards or managers to consider, balance or prioritize interests other than shareholder value in decision making. For instance, statutes such as the Labour Act 11 of 2007 do provide for mandatory basic conditions of employment. The provisions of the Affirmative Action (Employment) Act 29 of 1998 aims to achieve equal opportunity in employment and to redress through appropriate affirmative action plans the conditions of disadvantage in employment experienced by persons in designated groups arising from past discriminatory laws and practices. The Environmental Management Act 7 of 2007 serves to promote the sustainable management of the environment and the use of natural resources by establishing principles for decision making on matters affecting the environment. Save for these statutes that place socio economic transformation and environmental considerations before shareholder value, there are generally speaking, no other considerations that detract from shareholder value.

In PTY Ltd’s boards may be permitted to consider other factors to the extent specified in memorandum and articles of incorporation or as the business strategy dictates but there is no requirement to this effect.

Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...

No, Namibia does not have organizational forms specifically designed for Social Enterprise. The traditional forms of Enterprise dealt with in paragraph 2 above may be employed to advance Social Enterprise[IT1] .

[IT1]Isis, please consider whether you would prefer that we do an analyses of the various enterprises listed in paragraph 2 above, since we do not have specifically designed business forms for social enterprise.

Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...

Yes, this is possible. Certain Social Enterprises are permitted to be formed and operated as Nonprofits. These are typically called “foundations”; however, (i) they are not given any special treatment by virtue of being a Nonprofit, (ii) not every type of business venture may be eligible to form as a Nonprofit and (iii) Nonprofits that earn excess profits may fall short of the tax exemptions passed for Nonprofits under certain circumstances. Thus, as a practical matter, not all Social Enterprises may form as Nonprofits. Social Enterprises that do organize as Nonprofits enjoy the same tax benefits as other Nonprofits and have the same burdens and restrictions, and there is no lesser reporting or faster formation process for Social Enterprise Nonprofits as compared to other Nonprofits.

Where their businesses objectives fall in the category of exempted tax activity or where the profits are intended towards promoting its objects, it is indeed very prevalent for Social Enterprises to form as Nonprofits.

Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.

Yes, the Co-Operatives Act 23 of 1996 provides for the formation of workers’ co-operatives and service co-operatives. see discussion of the CC in California above. Forming as a worker-owned Cooperative allows for worker control and management as well as alignment of worker and investor interests. This form also provides favorable tax treatment of member distributions. Enterprises that form as Cooperatives may experience difficulties in raising capital and scaling and must abide by additional governance requirements. Further, outside investors are also not incentivized to make large investments since the level of financial investment does not determine control. Control vests with its members.

Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.

By virtue of Social Enterprises not being legally recognized as such, there are no unique reporting requirements applicable to them in Namibia.

In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.

There is no case law in Namibia on Social Enterprises as it is not a legally recognized business Enterprise in Namibia.

Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.

Yes, please consider our comments in paragraph 3 above that deal with the various statutes that impact shareholder value.

Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.

No.

Does your jurisdiction have any ESG requirements for investors? If it does, please describe.

No.

Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...

No major investor classes are required to look at ESG issues. Investors may consider such factors, at their own volition but this would normally form part of CSR strategies.

What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?

Social Enterprises receive grants, charitable investments, and traditional investments. The type of funding typically varies based on the Enterprise form that the Social Enterprise chooses. For example, Social Enterprises formed as Non-profits receive more grants and charitable investments, while Social Enterprises formed as for-profit corporations received more traditional investments.

How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?

For-profit impact investments have been increasing in Namibia. For instances, pension funds are under statutory obligation to invest 1.75 per cent of the market value of its investments in unlisted investments in Namibia through special purpose vehicles, operating subject to an investment plan. Under this framework, various funds have been established to facilitate unlisted investment in the agricultural sector with investment plans geared toward food production and security and green energy investment.

What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...

There is no special government funding specifically available to Social Enterprises as such.

Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?

No, there are no companies that are formed at Social Enterprise listed on the Namibia Stock Exchange.

To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.

They are not required to disclose ESG factors

How prevalent, if at all, are impact bonds in your jurisdiction?

Impact bonds are not prevalent in Namibia at all.

In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?

No.

Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...

Crowdfunding is legal, allowing small businesses and Social Enterprise to solicit investment from the general public. However, it is not used as a tool by most successful enterprises due to cost, restrictions (including a cap on the maximum investment amount) and ongoing reporting obligations.

Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...

There are tax exemptions available for Nonprofits generally, but there are no tax exemptions that are uniquely available for Social Enterprises structured using a for-profit organizational form. Nonprofits (whether or not Social Enterprise) have one key tax exemption provisions being that they do not have to pay income tax themselves.

Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?

No.

Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)

No.

Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?

No.

Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.

No, however the Ministry of Industrialization and Trade has as its key functions, promoting economic development in the least developed regions in a manner that contributes towards integrating historically disadvantaged Namibians into the mainstream of the economy, the country’s GDP growth, reducing unemployment and poverty, and achieving an inclusive shared equitable economy, planning and constructing appropriate industrial infrastructure providing trading and factory space especially to small and medium enterprises, amongst other. The Ministry does not have small-scale, live testing of innovations by Enterprises in a controlled environment under the regulator’s supervision.

What government operational support, resources, training or services, are available for small businesses or Social Enterprises?

Apart from our response in paragraph 1 above, the Ministry of Industrialization and Trade, its key functions also entail financing of feasibility studies/business plans for local small and emerging entrepreneurs and least developed towns through its Feasibility Study Fund, the provision of business mentorship services and entrepreneurial skills training, financial assistance to help SMEs to secure booths or stalls to exhibit their products at trade fairs, construction and leasing of affordable business outlets and industrial workshops (Sites and Premises Development Programme), financial assistance towards procurement of production equipment and inputs (Equipment Aid Scheme and Group Purchasing Scheme), facilitation of business linkages and experiential factory visits, research into and development of industrial products, facilitation of linkages to financial services and access to finance for SMEs. There are however no government grants and loan guarantees available for small businesses.

Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.

No, they are all treated the same.

Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.

No.

Is there a different bankruptcy system available for Social Enterprises?

No.

What are the average time and filing fees to form an Enterprise in your jurisdiction?

Depending on the current processing times and to the extent the documents are all in order, it can take up to four weeks to form a legal entity.

What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...

Apart from the tax exemptions previously explained, no certifications afford beneficial tax status or other beneficial legal status.

Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.

Yes, startups can easily form and flourish in Namibia. They have a number of Enterprise forms available to choose from, there are relatively few reporting requirements for private for-profit businesses. The incorporation processes can be tedious, but this is caused by and large, by the covid-pandemic.

Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.

In our opinion, Social Enterprises can form relatively easily if they want to organize as a for-profit Enterprise or otherwise. Whether the Social Enterprise business model would be sustainable under prevailing economic conditions in Namibia, may be the real challenge. Social Enterprises will have to differentiate a value proposition in a highly competitive environment where access to financial resources are scarce.

Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...

No there are not as Social Enterprises are treated the same as traditional Enterprises.

In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.

Yes, the recent “Fishrot” corruption scandal that involves two cabinet ministers, the ruling political party and a number of legal practitioners, have placed much focus on the government’s bona fides to deal decisively with instances of corruption and fraud involving public officers and resources. The Fishrot scandal came in the wake of the conviction of another cabinet minister during 2019, on allegations of corruption and lying under oath.

What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?

1. Creating a clear policy or legal framework under which Social Enterprises may be established.

2.Providing tax benefits to Social Enterprises utilizing for-profit Enterprise forms.

3. Defining the scope of permitted activity for Nonprofits regardless of activity (even if the Nonprofits for certain activities did not have all tax benefits of other Nonprofits).

4. Revising rules governing fiduciary duties of corporations and investment managers to enable or require them to consider factors other than financial return.

5. Making crowdfunding easier, cheaper and more accessible to broaden public investment in Social Enterprises.

What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?

Implementing a uniform set of standards for ESG policies and reporting of public companies would make it easier for investors and consumers to compare and evaluate which enterprises are in fact doing good in the world, which would drive companies to perform better.

Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?

No.