Special Purpose Vehicles

About

  • Special Purpose Vehicles (SPVs) are registered and regulated in terms of the (Act No. 24 of 1956) (“the Regulations”).

    A SPV is an entity registered under regulation 18(3) of the Pension Fund Regulations to hold unlisted investments on behalf of pension funds. Regulation 13(5) of the Regulations outlines the extent to which pension funds must invest in unlisted investments.

    Regulation 15(1)(b) of the Regulations states that all unlisted investments must be used to finance activities within Namibia of the companies that are the subjects of the unlisted investments and must be held by a SPV.
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 Legal Persons LP Fit and Proper 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 Certificate of Incorporation, Memorandum of Association and Articles of Association or Founding Statement or Trust Deed and/or any other instrument constituting or defining the constitution of the entity/trust
  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 Natural Persons NP Fit and Proper 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. Directly or indirectly controlling the applicant
  3. Appointed/proposed to be appointed as a director/trustee of the applicant
  4. Appointed as a director or trustee of any entity directly or indirectly holding 20% of more of the ownership interest in the applicant
  5. 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 Curriculum Vitae
  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 or Letters of Service
  6. Signed Declaration of Interests
In terms of the Financial Intelligence Act, 2012 (Act No. 13 of 2012) (FIA), NAMFISA has an obligation to supervise, monitor, and enforce compliance with the provisions of FIA in respect of all Accountable Institutions (AIs) supervised by it. In light of the above and in addition to the submission of the LP & NP FAP Requirements Forms and Proof of Source of Funds (and the supporting documents), the following should be complied with when applying for registration:
  1. Compliance Officer Appointment: Appoint a Compliance Officer, who will act as the primary point of contact for all regulatory and anti-money laundering compliance matters;
  2. Financial Intelligence Centre (FIC) Registration Form: Complete and submit the Financial Intelligence Centre (FIC) Registration Form as part of the application for registration;
  3. FIA Compliance Program: Submit a FIA Compliance Program as part of the application for registration, ensuring alignment with the latest guidelines.
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    A special purpose vehicle may change its name by submitting to the Registrar a written notification of the proposed change of name and may use the proposed name unless the registrar objects in writing.

    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. 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
    5. 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 special purpose vehicle must inform NAMFISA should the address of its principal 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
    4. 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 special purpose vehicle must inform NAMFISA should its contact details or that of its directors/trustees or auditor changes.

    Requirements:

    1. Letter notifying NAMFISA of the change
    2. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form (the contact details of a director/trustee must be updated by completing and submitting a “Add/Remove/Update Director/Trustee” Form)
    3. 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. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Change Company Details” Form
    3. 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 special purpose vehicle must notify NAMFISA of every appointment or resignation of members of its board of directors/trustees.

    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(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
    6. Original certified copies of Academic Qualifications
    7. Original certified copies of Reference Letters or Certificates/Letters of Service
    8. Signed Declaration of Interests
    9. Original certified copies of Form CM27
    10. Effect the change on NAMFISA Online (ERS) by completing and submitting a “Add/Remove/Update Director/Trustee” Form where the above-mentioned documentation must be uploaded
    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
    12. Effect the necessary change of directors with BIPA and submit an updated Form CM29 to NAMFISA (or, in the case of trustees, effect the change with the Master of the High Court and submit the updated trust certificate)

    A special purpose vehicle must, with the written approval of the registrar, appoint and at all times have an auditor.

    Whenever the appointment of an auditor is terminated, or the auditor has resigned, the special purpose vehicle and auditor must within seven days from the date of such termination or resignation notify the registrar in writing of the reasons.

    Requirements:

    1. Letter from the special purpose vehicle notifying NAMFISA of the change and the reasons for the termination/resignation
    2. Letter from the auditor informing NAMFISA of the reasons for the termination/resignation
    3. Certified copy of Form CM 29 – Contents of Register of Directors, Auditors and Officers
    4. Certified 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
    8. 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 special purpose vehicle may not effect a change in its shareholders or transfer its control to another person without the prior written approval of the Registrar.

    Requirements:

    1. Letter detailing proposed change in shareholding/control
    2. Board resolution/s in respect of the change in shareholding
    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 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 regulation 24 of the Pension Fund Regulations.
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