BIPA CM 25: Consent to Waive Notice of Meeting for a Special Resolution in Namibia
Learn what BIPA CM 25 is, when to use the Consent to Waive a Period of Notice of Meeting form, how it relates to special resolutions, and where to find BIPA company documents in Namibia.
The BIPA CM 25 form is a company document used in Namibia when members or shareholders consent to waive the required period of notice for a company meeting called to consider and pass a special resolution.
The form is particularly relevant when a company needs to deal with a corporate decision without following the full notice period that would ordinarily apply to a meeting. Instead of treating the shortened notice as an informal arrangement, the company can document the consent using the appropriate BIPA form.
The official CM 25 Consent to Waive a Period of Notice of Meeting is available through the Business and Intellectual Property Authority (BIPA).
What Is BIPA CM 25?
CM 25 is titled “Consent to Waive a Period of Notice of Meeting to Pass a Special Resolution.”
In practical terms, it deals with the situation where a company wants to hold a company meeting to consider a special resolution but the normal notice period has not been, or will not be, observed.
The purpose of the document is to record the relevant consent to waive the notice requirement. This creates a formal record rather than relying solely on verbal or informal agreement between members.
BIPA maintains a range of corporate company documents and forms for companies operating in Namibia. Its official website provides access to information concerning business registration, company administration and intellectual property registration.
You can access the BIPA official website for the authority’s broader company-registration and regulatory resources.
When Is CM 25 Used?
CM 25 is associated specifically with a meeting where a special resolution is to be considered.
A company may need to pass a special resolution for certain significant corporate actions. Before such a resolution can be considered at a meeting, members normally need to receive the required notice of meeting.
Where the applicable requirements allow the notice period to be waived with the necessary consent, CM 25 provides a formal mechanism for documenting that consent.
The key concepts are therefore:
- Company meeting
- Notice of meeting
- Period of notice
- Consent to waive
- Special resolution
- Company resolution
- BIPA company documents
CM 25 should not be confused with the actual special resolution itself. The consent to waive the notice period and the resolution are separate corporate documents serving different purposes.
CM 25 and the Special Resolution
The relationship between CM 25 and a special resolution is important.
CM 25 concerns the notice requirements for the meeting. The special resolution concerns the substantive decision being considered and passed by the company.
BIPA’s document listings place CM 25 alongside the documentation relating to special resolutions. The BIPA document listing for CM 25 and CM 26 provides a useful reference to these forms.
In other words, CM 25 does not itself constitute the substantive decision of the company. Rather, it records the relevant consent concerning the meeting at which the special resolution is to be considered.
Why the Notice of Meeting Matters
A notice of meeting gives members the opportunity to know that a company meeting will take place and to understand the business that will be considered.
The notice process is part of proper corporate governance because company members should generally have an opportunity to participate in decisions affecting the company.
However, corporate legislation can provide circumstances in which the applicable notice requirements may be waived or shortened when the necessary consent is obtained.
This is why the consent to waive the required notice period should be documented carefully.
Companies should not assume that simply informing shareholders informally that a meeting will take place automatically replaces the relevant statutory or constitutional requirements.
How CM 25 Fits Into BIPA Company Documents
BIPA maintains an extensive collection of forms for companies and other registered entities.
The BIPA Company Documents section contains various corporate forms covering matters such as company administration, financial statements and other statutory requirements.
The wider BIPA Downloads section also provides downloadable versions of application forms relating to business registration and intellectual property registration.
For anyone handling company registration Namibia requirements or ongoing company maintenance, it is useful to distinguish between:
- Initial business registration documents.
- Ongoing statutory company documents.
- Documents relating to changes within a company.
- Documents relating to shareholder or member decisions.
- Documents relating to special resolutions.
CM 25 falls within the corporate administration side of this framework rather than being a basic company-registration application.
CM 25 for Private Companies in Namibia
The relevance of CM 25 can arise in the administration of private companies in Namibia where a matter requiring a special resolution needs to be considered by the members.
A private company should maintain proper records of its corporate decisions. Depending on the nature of the resolution, this can involve meeting notices, consents, minutes, resolutions and supporting documentation.
The precise requirements can depend on the company’s circumstances, its governing documents and the applicable provisions of the Companies Act Namibia.
For that reason, businesses should avoid treating CM 25 as a generic form that automatically applies to every corporate decision.
CM 25 Is Different From Other BIPA Forms
BIPA has many forms with different purposes, and using the wrong form can create unnecessary administrative problems.
For example, BIPA’s company-document listings include forms dealing with registered office information, annual returns, capital matters and other company requirements.
The BIPA company-document archive provides an example of how forms such as CM 22, CM 23 and CM 25 appear within the company’s wider collection of official documents.
This distinction matters because:
- CM 25 relates to waiving the notice period for a meeting to pass a special resolution.
- A special resolution form relates to the actual corporate resolution.
- A registered-office form deals with the company’s registered office address and related information.
- An annual-return form deals with the company’s annual return Namibia obligations.
Each document should therefore be used for its intended corporate purpose.
What Information Should You Check Before Completing CM 25?
Before completing the CM 25 form, the company should establish exactly what corporate action is being proposed and why a special resolution is required.
It is sensible to check:
1. The company details
Make sure the company’s registered information is accurate and corresponds with its BIPA records.
2. The proposed meeting
Identify the company meeting at which the special resolution will be considered.
3. The notice period
Determine what notice would ordinarily be required and whether the circumstances permit the relevant period of notice to be waived.
4. The members or shareholders providing consent
The individuals providing consent should be identified correctly and their authority to provide that consent should be confirmed.
5. The special resolution
The company should clearly understand the resolution that will be considered at the meeting.
6. Supporting corporate records
Keep the relevant consent, notice, minutes and resolution together with the company’s corporate records where appropriate.
CM 25 and the Registered Office Address
CM 25 should also be distinguished from documents dealing with a company’s registered and postal information.
A company’s registered office address is an important corporate record, but CM 25 is not primarily an application for changing or notifying that address.
Similarly, a postal address company record serves a different administrative purpose.
If a company is dealing with multiple corporate changes at the same time, each relevant BIPA form should be identified separately rather than attempting to use CM 25 for unrelated matters.
CM 25 and Annual Returns
An annual return Namibia filing is another example of a corporate compliance requirement that should not be confused with CM 25.
Annual returns concern periodic company information and compliance. CM 25, by contrast, is specifically connected with consent to waive a period of notice before a meeting to pass a special resolution.
A company can therefore have obligations involving both annual returns and special resolutions, but the documents serve different purposes.
Where to Find the CM 25 Form
The safest starting point for obtaining the form is the official BIPA website.
The official CM 25 form page identifies the document as “CM 25 Consent to Waive a period of Notice of meeting to pass a Special Resolution.”
BIPA’s official downloads area can also be used when searching for other BIPA forms.
If you encounter copies of CM 25 on third-party websites, it is sensible to compare them with the current version made available through BIPA before relying on them.
Can CM 25 Be Used as the Special Resolution?
No. CM 25 and the special resolution perform different functions.
CM 25 concerns the consent relating to the period of notice for the meeting.
The special resolution is the substantive company resolution that members are being asked to consider and pass.
This distinction is particularly important when preparing a corporate compliance file. A company should not assume that signing CM 25 by itself means that the underlying special resolution has been passed.
The corporate records should reflect the actual decision and the procedures followed in reaching it.
CM 25 and the Companies Act
Corporate forms used by BIPA operate within Namibia’s company-law framework.
The Companies Act Namibia provides the legal framework governing companies and their corporate administration. However, the precise requirements applicable to a particular special resolution can depend on the nature of the transaction, the company’s structure and other relevant circumstances.
A company should therefore consider the applicable legislation and its own constitutional documents when determining whether a notice can be waived and what supporting documents are required.
For complex transactions, professional legal or corporate-administration advice can help ensure that the company’s process is properly documented.
Common Mistakes When Dealing With CM 25
Several administrative mistakes can cause problems when dealing with company resolutions.
Using CM 25 for the wrong purpose
CM 25 is specifically connected with waiving the notice period for a meeting to pass a special resolution. It should not be treated as a general-purpose company form.
Confusing CM 25 with the special resolution
The consent to waive notice and the actual resolution are separate matters.
Ignoring the company’s governing documents
The company’s memorandum, articles or other applicable constitutional provisions may contain relevant requirements.
Failing to maintain supporting records
Companies should maintain appropriate records of significant corporate decisions, including relevant notices, consents, minutes and resolutions.
Using outdated forms
Because BIPA maintains its forms online, companies should check the current official source rather than relying indefinitely on an old copy saved on a computer.
Frequently Asked Questions
What is BIPA CM 25?
BIPA CM 25 is the Consent to Waive a Period of Notice of Meeting to Pass a Special Resolution. It is used to document the relevant consent concerning the notice period for a company meeting where a special resolution will be considered.
Where can I download the CM 25 form?
The CM 25 form can be obtained from the official BIPA website through the CM 25 download page.
Is CM 25 the same as a special resolution?
No. CM 25 deals with consent to waive the applicable meeting notice period. The special resolution is the substantive company decision being considered and passed at the meeting.
Understanding BIPA CM 25
For companies in Namibia, CM 25 is a specific corporate document dealing with the notice of meeting required before a special resolution is considered. Understanding the distinction between the consent to waive, the meeting itself and the resulting special resolution can help companies maintain clearer corporate records and use the correct BIPA forms.
Companies should always verify the current form and applicable requirements through BIPA and consider the relevant provisions of the Companies Act and their corporate documents before proceeding with an important company resolution.