BIPA Form CM23: Annual Return for Companies in Namibia
BIPA Form CM23 is the annual return form for companies in Namibia. Learn about the CM23 annual return, BIPA annual duties, filing requirements, fees, penalties, beneficial ownership forms and CM23 download.
The BIPA Form CM23 is the prescribed annual return form used by companies in Namibia to meet their annual filing obligations with the Business and Intellectual Property Authority (BIPA). Companies with share capital are required to lodge their annual returns and comply with applicable annual duties under Namibia’s company legislation.
The CM23 annual return provides BIPA with important information about a company’s current corporate details, including information relating to its share capital and shareholders. Keeping these records up to date is an important part of maintaining a company’s compliance status.
The official CM23: Annual Return (Company) can be accessed directly through the BIPA website.
What Is the BIPA CM23 Form?
The CM23 form Namibia is an annual return form prescribed for companies. It is different from the CC7 form used by close corporations.
BIPA identifies CM23 as the prescribed annual duty form for companies, while CC7 applies to close corporations. The BIPA Annual Returns and Duties information page provides guidance on these annual filing requirements.
The CM23 is associated with the Companies Act 2004 and is intended to keep BIPA’s company records current.
An annual return should not be confused with a company’s income tax return. The CM23 is a corporate filing made to BIPA, whereas tax returns are handled through the relevant tax authority.
Who Needs to Submit a CM23 Annual Return?
The CM23 annual return applies to companies that fall within the relevant BIPA filing requirements.
In practical terms, a company should keep track of its annual return obligations from the date of its incorporation and ensure that required information is submitted when due.
The filing is particularly important where a company has experienced changes in areas such as:
- Shareholders
- Share capital
- Registered office information
- Directors or officers
- Other company particulars recorded by BIPA
Companies should ensure that the information provided in their company annual return accurately reflects their current corporate records.
What Information Is Included in CM23?
The exact information requested should be taken from the current official CM23 form because forms and administrative requirements can change.
Generally, the purpose of the annual return is to provide updated information about the company and its corporate structure. Depending on the applicable requirements, this may include information concerning:
Company Details
The form identifies the company and provides information that allows BIPA to match the filing to the correct registered entity.
Share Capital
Information concerning the company’s share capital forms an important part of the annual return process.
Shareholders
The CM23 may require information relating to the company’s shareholders. Companies should therefore ensure that their shareholder records are accurate before completing the filing.
Corporate Information
Where applicable, companies should review the corporate information recorded with BIPA and identify any changes that need to be dealt with through the appropriate forms or filings.
CM23 Annual Return and BIPA Annual Duties
The terms BIPA annual return and annual duty are closely connected, but they refer to related compliance obligations rather than necessarily meaning the same thing.
BIPA’s annual returns and duties information explains that companies use CM23 for their prescribed annual return, while close corporations use CC7.
The Annual Returns & Duties Documents page provides access to relevant BIPA documents, including the CM23 annual return.
A company should therefore consider both the annual return filing and the associated annual duty payment when preparing for its annual compliance obligations.
How to Download the BIPA CM23 Form
If you are looking for a BIPA form CM23 PDF download, the safest approach is to obtain the current version from BIPA’s official website rather than relying on an old copy uploaded elsewhere.
The official CM23 download page is available here:
Download the CM23 Annual Return form from BIPA
BIPA also maintains a broader Downloads section containing application forms for business registration, intellectual property registration and other BIPA processes.
Because regulatory forms can be revised, companies should use the latest version available from BIPA when preparing an annual return.
How to Complete the CM23 Annual Return
Completing the CM23 should begin with reviewing the company’s current corporate records.
1. Confirm the Company Details
Check that the company’s registered information corresponds with the details held by BIPA.
2. Review Shareholder Information
Check the company’s shareholder records and ensure that the information required on the CM23 is accurate.
3. Check Share Capital Details
Review the company’s share capital information before completing the relevant sections of the form.
4. Review Changes
If the company has undergone changes during the relevant period, determine whether separate statutory forms or supporting documents are required.
5. Complete and Sign the Form
The CM23 should be completed accurately and signed as required. Incomplete or inconsistent information can create delays during the filing process.
6. Submit the Annual Return and Pay Applicable Fees
The completed annual return should be lodged according to BIPA’s applicable procedures, together with the prescribed fee or company annual duties that apply.
CM23 Filing Fees and Late Submission
BIPA publishes its applicable fees through its company application fees information. The Company Application Fees page includes CM23-related fees and identifies fees associated with late submissions or failure to lodge returns.
Fees can change, so companies should verify the current amount directly with BIPA before making payment.
A late annual return may result in additional charges or other compliance consequences. For this reason, companies should not wait until a filing becomes overdue before checking their obligations.
What Happens If a Company Does Not File?
Failure to deal with an annual return can create compliance problems for a company.
BIPA’s annual returns information states that failure to pay applicable annual duties can have consequences for the company’s status. Companies should therefore treat annual returns as an ongoing statutory compliance requirement rather than an optional administrative task.
The consequences of non-compliance can depend on the circumstances, including how long the company has remained in default and the applicable provisions and administrative rules.
Where a company has outstanding returns, it is sensible to establish exactly which periods are outstanding and determine what BIPA requires before attempting to bring the records up to date.
Annual Duty Penalty and Outstanding Returns
Companies that have fallen behind may encounter an annual duty penalty or other charges associated with outstanding filings.
BIPA has previously operated an Annual Duty Penalty Waiver Programme under specific terms. Such programmes should not be assumed to be permanently available. Companies with arrears should check BIPA’s current notices and requirements to determine whether any waiver or relief programme applies.
A penalty waiver, where available, does not necessarily eliminate the need to submit the outstanding CM23 forms and any other required documentation.
Beneficial Ownership and CM23 Filings
Beneficial ownership requirements are an important part of Namibia’s corporate compliance environment.
Depending on the filing and the circumstances of the company, beneficial ownership forms or declarations may be required alongside other corporate compliance documentation.
Some professional filing services specifically list signed beneficial ownership forms among the documents requested from clients when handling CM23-related submissions. For example, CM23 BIPA Annual Duties Returns Submission for Companies describes signed beneficial ownership forms among its client documentation requirements.
Companies should nevertheless verify the current requirements with BIPA rather than assuming that the requirements of a third-party service provider are identical to those of every company or filing.
CM23 vs CC7
One common source of confusion is using the wrong annual return form.
| Entity | Annual filing form |
|---|---|
| Company | CM23 |
| Close Corporation | CC7 |
BIPA’s official annual returns information distinguishes between the two forms. Therefore, a company should use CM23 rather than automatically using the CC7 form associated with close corporations.
CM23 and the Companies Act 2004
The CM23 is connected to statutory company reporting requirements under Namibia’s Companies Act 2004.
A copy of the CM23 available through third-party document platforms identifies the form as relating to provisions of the Companies Act and associated regulations. The CM23 form document can be useful for viewing an example, but the current official BIPA version should be preferred when submitting an actual return.
The legislation and BIPA’s administrative requirements should be treated as the authoritative sources when determining a company’s legal obligations.
Where to Find BIPA Forms
BIPA provides a dedicated online collection of forms and documents for companies, close corporations, intellectual property matters and other registration processes.
The official BIPA Downloads page is useful when looking for current forms instead of relying on documents found through search engines or third-party websites.
For annual returns specifically, companies can also consult BIPA’s annual returns and duties documentation.
CM23 Annual Return Checklist
Before submitting a CM23 annual return, a company can use the following checklist:
- Confirm the correct company registration details.
- Obtain the latest CM23 form.
- Review shareholder information.
- Check share capital information.
- Review other corporate information recorded with BIPA.
- Identify any changes that require separate statutory filings.
- Check beneficial ownership requirements.
- Confirm the applicable annual duty and filing fee.
- Check whether any previous annual returns remain outstanding.
- Check whether late filing fees or penalties apply.
- Complete and sign the CM23 as required.
- Submit the return through the applicable BIPA process.
- Keep copies of the submitted documents and payment records.
Frequently Asked Questions
Is CM23 the annual return form for companies in Namibia?
Yes. BIPA identifies CM23 as the prescribed annual return form for companies, while CC7 is used for close corporations.
Where can I download the BIPA CM23 form?
The current CM23 annual return can be obtained from BIPA’s official website through its CM23 download page. Companies should use the latest version available when preparing a filing.
What happens if I submit a CM23 late?
A late submission may result in additional fees or penalties depending on the applicable BIPA requirements. Companies with outstanding returns should check the current BIPA fee schedule and compliance requirements before submitting overdue filings.