Central Securities Depositories

About

  • Central Securities Depositories (CSDs) are registered and regulated in terms of the Determination of Conditions relating to a Central Securities Depository (“the Conditions”) made under the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985).

    In terms of the Conditions, a “central securities depository” means a public company approved by the Registrar and registered in terms of the Conditions through which participants provide for the holding or control of the holding in custody and administration of securities or an interest in securities to facilitate the evidencing of ownership and the transferring of such securities or interest.
Application Process

Registration Process

  • To submit any applications to NAMFISA, an applicant must:
    1. Apply to create a profile on NAMFISA Online
    2. Apply to reserve the proposed entity name
  • Complete the Application for Registration Form on NAMFISA Online (ERS)
  • Once the applicant’s profile has been created, they will be granted access to an Application for Registration Form on NAMFISA Online (ERS).

    This online form must be fully completed and submitted.

    NB: If submitted successfully, the status of the form will change to “pending approval”.
  • Submit the hard copy application form and all the supporting documents to NAMFISA
  • Once the Applicant for Registration Form is successfully submitted on NAMFISA Online (ERS), the applicant must submit the hard copy application form and all the supporting documents to NAMFISA.

Application Requirements

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Online Form
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Separate copies of the LP FAP Statement must be submitted on behalf of the applicant, and every corporate entity or trust:

  1. Controlling the applicant (including joint control)
  2. Directly or indirectly holding 20% or more of the ownership interest or voting rights in the applicant

The statement must be completed by an authorised representative of the legal person. The statement must be initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia), together with certified supporting documents evidencing all information provided in the statement, including:

  1. If the entity is a corporate entity or trust – original certified copies of the entity’s
  2. Original certified copies of documents disclosing and providing Proof of the Source of Funds that will be used as the start-up capital or to otherwise fund the applicant

The NP FAP Statement is to be completed by all natural persons:

  1. Directly or indirectly holding 20% or more of the ownership interest in the applicant
  2. Appointed/proposed to be appointed as a director or chief executive officer of the applicant
  3. Appointed as a director or trustee of any entity directly or indirectly holding 20% of more of the ownership interest in the applicant
  4. Who are trust beneficiaries of any trust directly or indirectly holding 20% of more of the ownership interest in the applicant

The statement must be initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia), together with certified supporting documents evidencing all information provided in the statement, including the person’s:

  1. Up-to-date
  2. Original certified copy of Identity Document/Passport
  3. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
  4. Original certified copies of Academic Qualifications
  5. Original certified copies of Reference Letters or Certificates/Letters of Service
  6. Signed Declaration of Interests
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    A  CSD may not without the prior approval of the Registrar change the name under which it is registered. 

    Requirements: 

    1. Letter notifying NAMFISA of the change 
    2. Original certified copies of Form CM9 and Form CM26 
    3. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Name” Form 
    4. Return of original licence in old name upon collection of new licence (if the original licence has been lost, a police declaration to that effect must be submitted)  

     A CSD must inform NAMFISA should the address of its registered office change.  

    Requirements: 

    1. Letter notifying NAMFISA of the change 
    2. Original certified copy of the Certificate of Fitness and Registration as issued by the relevant local authority 
    3. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form 

    A CSD must inform NAMFISA should its contact details change. 

    Requirements: 

    1. Email/Letter notifying NAMFISA of the change 
    2. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form  

    A central securities depository may not, without the prior written approval of the Registrar, change its financial year.

    Requirements: 

    1. Email/Letter notifying NAMFISA of the change 
    2. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form 

    A CSD may not without the prior approval of the Registrar change its directors.

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Natural Persons (NP) Fit and Proper (FAP) Statement initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia)
    3. Up-to-date Curriculum Vitae
    4. Original certified copy of Identity Document/Passport
    5. Original certified copy of Proof of Lawful Residence in Namibia (if not a Namibian citizen)
    6. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
    7. Original certified copies of Academic Qualification
    8. Original certified copies of Reference Letters or Certificates/Letters of Service confirming that the required period of relevant experience ha been completed satisfactorily
    9. Signed Declaration of Interests
    10. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Add/Remove/Update Director” Form where the above-mentioned documentation must be uploaded. Effect the necessary change of directors with BIPA and submit an updated Form CM29 to NAMFISA
    11. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Natural Persons (NP) Fit and Proper (FAP) Statement initialled on every page and signed in the presence of an independent Commissioner of Oaths (or a Notary Public, if signed outside Namibia)
    3. Up-to-date Curriculum Vitae
    4. Original certified copy of Identity Document/Passport
    5. Original certified copy of Proof of Lawful Residence in Namibia (if not a Namibian citizen)
    6. Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
    7. Original certified copies of Academic Qualifications
    8. Original certified copies of Reference Letters or Certificates/Letters of Service confirming that the required period of relevant experience has been completed satisfactorily
    9. Signed Declaration of Interests
    10. 10.Effect the change on NAMFISA Online ERS
    11. Submit the hard copy application and all the supporting documents to NAMFISA Reception, Upper Ground Floor, 51 -55 Werner List Street, Gutenberg Plaza, Windhoek or email it to licensing@namfisa.com.na

    A CSD must inform NAMFISA of the appointment or resignation of its auditor. 

    Requirements: 

    1. Letter from the CSD notifying NAMFISA of the change and the reasons for the termination/resignation
    2. Letter from auditor stating the reasons for the termination/resignation
    3. Copy of Form CM 29 – Contents of Register of Directors, Auditors and Officers 
    4. Copy of Form CM 31 – Notice of, Consent to Appointment , Change of Name, or Resignation by Auditor or removal of Auditor 
    5. Letter from new auditor accepting the appointment 
    6. Original certified copy of the valid Good Standing letter of the new auditors from the Public Accountants’ and Auditors’ Board (PAAB)
    7. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form, where the above-mentioned documentation must be uploaded 

    Requirements:

    1. Letter detailing proposed change in shareholding/control
    2. Board resolution/s in respect of the change in shareholding/control
    3. Current organogram
    4. Proposed organogram (depicting the complete structure of the group, including: the extent of interest held by the different shareholders in the group and sufficient information to enable NAMFISA to identify the ultimate beneficial owners as defined in the Financial Intelligence Act
    5. Copy of the signed Sale/Transfer of Shares Agreement
    6. Documentary Proof of the Source of Funds used to acquire the shareholding / additional shares in the entity. The proof should include the activities conducted to earn the funds used to acquire the shareholding (i.e., latest audited financial statements (where shareholding is acquired by a legal person) as well as the bank statements clearly reflecting the transfer of funds to the sale of shares beneficiaries (previous holders of the shares), amongst others)
    7. If the new shareholder is a natural person:
      • Natural Persons (NP) Fit and Proper (FAP) Statement
      • Original certified copy of Identity Document/Passport
      • Original certified copy(s) of Certificate(s) of Conduct (not older than 12 months). The Certificate(s) of Conduct must be from all jurisdictions the person lived in the past 10 years
      • Signed Declaration of Interests
    8. If the new shareholder is a legal person:
      • Legal Persons (LP) Fit and Proper (FAP) Statement
      • Original certified copy of the entities Memorandum of Association and Articles of Association or Trust Deed and/or any other instrument constituting or defining the constitution of the corporate entity/trust
    9. Effect the change on NAMFISA Online ERS, where the above-mentioned documentation must be uploaded 
    • See paragraph 9 of the Determination of Conditions in relation to a CSD.
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