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MANAGEMENT STRUCTURES –
Nadine van Schalkwyk
Namibia does not prescribe a two-tier board structure for corporate entities. The most common entities operate under either a mandatory one-tier board model or a decentralised member-managed structure, depending strictly on the entity type under domestic legislation.
Private companies (Pty) Ltd operate under a one-tier board structure in terms of the Companies Act 28 of 2004. Statutory management authority vests collectively in the single board of directors, subject to shareholder voting rights and the company’s constitutional documents. A statutory minimum of one director must form a valid board. Public companies (Ltd) are subject to a mandatory one-tier board structure and must have at least two directors. Namibian law does not recognise a separate supervisory board. Oversight is handled internally by separating roles between executive and non-executive directors sitting together on the single board.
Non-profit associations incorporated under Section 21 are formed as public companies limited by guarantee. They adopt the mandatory one-tier framework with at least two directors. The management is subject to non-distribution constraints. All assets and income must solely advance their public interest objectives. Close corporations, governed by the Close Corporations Act 26 of 1988, have a flat member-managed structure. Ownership and operational control are legally fused. Every member has the power to bind the corporation to third parties acting in good faith. Internal management boundaries may be outlined in an association agreement.
External companies operating as registered foreign branches remain governed by their global parent structures. However, they must register locally under Section 322 of the Companies Act 28 of 2004 and appoint a resident person authorised to accept service of process and ensure domestic filing compliance.
Tariffs – Ralph Strauss
Namibia applies the Southern African Customs Union (SACU) Common External Tariff (CET), meaning its tariff regime is harmonised with Botswana, Eswatini, Lesotho and South Africa. Imports are classified under the Harmonised System (HS) codes. Namibia also grants tariff preferences under regional and international trade agreements such as Southern African Development Community (SADC), European Union Economic Partnership Agreement (EU EPA), European Free Trade Association (EFTA), Mercosur, African Continental Free Trade Area (AfCFTA), and the UK SACU Mozambique FTA.
Namibia’s tariff regime is governed by the Customs and Excise Act, 1964 (schedules adopted from SACU), and administered by the Namibia Revenue Agency (NamRA). The tariff book describes customs duties, excise duties, anti-dumping and safeguard measures, industrial rebates and drawbacks or refunds of duties as well as fuel levies. Correctly classifying goods under the proper Harmonised System (HS) code is very important as it determines the amount of duty payable, whether an import permit is required, whether the goods qualify for rebates and whether preferential tariffs apply.
Namibia’s highest tariffs generally apply to agricultural products, processed foods, textiles, clothing, motor vehicles, transport equipment and certain petroleum products. Maize, sugar, dairy products and processed food products frequently attract tariffs above 10%, while petroleum products such as light oils may face tariffs of approximately 15%. Protective tariffs on textiles and vehicles are intended to support domestic industries.
By contrast, imports from SACU and many SADC partners often enjoy duty-free or preferential access. Tariffs are therefore more commonly imposed on imports from non-preferential trading partners such as China, India, the United States and the UAE. Chinese imports, in particular, are generally subject to Most Favoured Nation (MFN) tariffs.
Namibia’s applied MFN average tariff is approximately 7.9%, while its bound World Trade Organization (WTO) average tariff is about 19%. Around 60% of tariff lines carry zero MFN duty. Industrial inputs such as ores, metals, and diamonds generally face lower tariffs, reflecting Namibia’s export-oriented mining sector. Businesses importing into Namibia therefore benefit from accurate tariff classification and preferential sourcing within SACU and SADC markets.
For businesses importing to Namibia, it is important to consider that preferential sourcing from SACU/SADC partners reduces tariff exposure. Imports from Asia and the United States are more likely to attract MFN tariffs.
Available tax credits/incentives –
Bonita de Silva
Namibia provides a range of tax credits and incentives aimed at encouraging manufacturing, exports, youth employment, foreign investment and promoting economic growth.
The main incentives are the foreign tax credit, youth internship allowance, manufacturing incentives, and export processing zones.
The foreign tax credit applies only to countries with a double tax treaty with Namibia and exempts taxpayers from Namibian tax on passive or cross-border income already taxed abroad, capped at Namibia’s tax liability, with proof of taxes paid required.
The youth internship allowance allows employers to deduct intern stipends from corporate tax liability, provided they are tax-compliant, pay corporate taxes and have certified internship agreements. Interns must be Namibian citizens or hold valid study visas, aged 18-35, unemployed school leavers or graduates, and seeking work experience or completing work-integrated learning.
Manufacturing incentives apply to businesses registered with the Ministry of Industrialisation and Trade and approved by the Receiver of Revenue, with a viable business plan showing employment creation for Namibians. Namibia’s former export processing zone regime has been succeeded by the special economic zones framework established under the Special Economic Zones Act 24 of 2018. Qualifying enterprises benefit where they undertake manufacturing, assembly, packaging, or break-bulk operations primarily focused on exports outside the Southern African Customs Union, subject to requirements to generate foreign exchange earnings and create employment opportunities in Namibia.
Commitments required from foreign investors –
Ivo dos Santos
Legislation provides discretionary power to impose conditions on the granting of authorisations/licences/approvals.
In most instances, the relevant legislation will stipulate the nature of the conditions that may be imposed. However, it is also common that legislation affords the decision-maker with a general discretion to impose such conditions as the decision-maker may determine or deem fit.
In practice, foreign investors are commonly expected to commit to measures promoting Namibia’s socio-economic development objectives. The following conditions (in addition to those that are directly related to the type of authorisation) are common across many sectors: (i) participation by Namibian citizens in the ownership structure ; (ii) local content participation in management structures ; (iii) preferential procurement by the applicant from Namibian suppliers of goods and services; (iv) skills transfer and training obligations; and (v) the preferential employment of previously disadvantaged Namibians.
WKH Inc. has been selected as a contributor to the 2026 edition of Chambers and Partners’ international legal guide for Namibia.
Read Part I of WKH Inc.’s contribution in this edition of HouseFinder Magazine.
Part II will appear in our December edition.
