Financial Institutions and Markets Act, 2021
Act 2 of 2021
- Published in Government Gazette 7645 on 1 October 2021
- Assented to on 11 June 2021
- Not commenced
- [This is the version of this document from 1 October 2021 and includes any amendments published up to 3 May 2024.]
Chapter 1
PRELIMINARY
1. General definitions
2. Objects of Act
The objects of this Act are to foster—3. Control over corporate bodies
Chapter 2
INSURANCE
Part 1 – GENERAL
4. Definitions for this Chapter
5. Prohibitions
6. Restrictions on use of certain designations
7. Limitations
8. Classes of insurance
Part 2 – REGISTRATION
9. Application for registration
10. Registration requirements
11. Registration
12. Insurers and reinsurers previously registered
An insurer or a reinsurer that was registered under the Long-term Insurance Act or the Short-term Insurance Act on the date of commencement of this Act is deemed to be a registered insurer or reinsurer under section 11 and, subject to such adjustments as may be necessary and any applicable standards, the provisions of this Act apply to that insurer or reinsurer.13. Application for cancellation or variation of registration
14. Cancellation or variation of registration
Part 3 – ADMINISTRATION
15. Principal office and principal officer
16. Accounts
A registered insurer or reinsurer must keep in Namibia proper accounts of, and financial information relating to, its insurance or reinsurance business that comply with the requirements of the standards.17. Appointment of auditor
18. Appointment of valuator
Part 4 – CONDUCT OF INSURANCE BUSINESS
19. Conduct of insurance business
20. Financially sound position
21. Restrictions on pledging assets and borrowing
22. Actuarial soundness of policies
23. Prohibition against tied selling
24. Policies: miscellaneous provisions
25. Publication of statements of capital
26. Prohibition against securing business for unregistered person
27. Restriction on acquisition of shares or other interests
28. Participating policies
29. Plain language
Such policies, certificates of coverage, related documents and any other documents specified in the standards must be written in plain language as described in the standards.30. Misleading, false and deceptive statements: consequences of conviction
Part 5 – CERTAIN LONG-TERM POLICIES
31. Life policies: minors
32. Life policies: married persons
Despite the provision of any law, including the law relating to community of property or donation between spouses, but subject to the provisions of this Part, a married person—33. Persons married in community of property
If a premium paid under a life policy effected by a spouse married in community of property or under a life policy in which that spouse holds any right or interest, was paid out of moneys which belonged to the joint estate of both spouses and the liabilities of both spouses continuously exceeded the value of their assets from the time of the payment of any such premium until their joint estate was sequestrated, the spouse by whom the life policy was effected or by whom the right or interest is held, must pay into the insolvent estate the amount of every such premium in so far as its payment created or increased the excess of liabilities over assets in the joint estate.34. Life policy on own life: protection during life
35. Life policy on own life: protection on death
36. Life policies: spouses and children
37. Protected life policies: selection for realisation
If—38. Protected life policies: partial realisation
39. Life policies ceded or trust policies not kept up
40. Life policies ceded or premiums paid with intent to defraud creditors
41. Application of provisions to funeral, disability and health policies
The provisions of sections 31 to 40 apply with the changes required by the context to policies of funeral, disability and health insurance.Part 6 – PROVISIONS RELATING TO LLOYD'S
42. Definitions for this Part
In this Part, unless the context indicates otherwise—"Lloyd’s" means the association of underwriters generally known as Lloyd’s which is incorporated by the Lloyd’s Act of 1871 (34 Vict. c21), passed by the Parliament of the United Kingdom of Great Britain and Ireland;"Lloyd’s broker" means a person permitted by the Lloyd’s Council to perform any act as a broker at Lloyd’s;"Lloyd’s Council" means the council known as the Council of Lloyd’s established by the Lloyd’s Act, 1982, passed by the Parliament of the United Kingdom of Great Britain and Northern Ireland, to manage and superintend the affairs of Lloyd’s;"Lloyd’s intermediary" means a person who performs any act relating to the placing of short-term insurance business with, or the issue of policies or the collection of premiums in respect of such business or assists with claims in respect of such business for or on behalf of, a Lloyd’s broker or an underwriter at Lloyd’s, whether or not as an agent of such broker or underwriter at Lloyd’s;"Lloyd’s representative" means the person appointed in terms of section 45(1) and includes an alternate representative while acting as the Lloyd’s representative as contemplated in that section;"Lloyd’s underwriter" means an underwriting member of Lloyd’s; and"trust account" means the trust account opened pursuant to section 46(1).43. Authorisation of underwriters at Lloyd’s
44. Change to constitution, powers, rights, obligations and bye-laws
45. Appointment of Lloyd’s representative
46. Trust account to be kept by Lloyd’s representative
47. Returns to be submitted by Lloyd’s representative
48. Application of certain provisions of Chapter to Lloyd’s representative
The provisions of section 17 relating to the appointment of an auditor apply with the changes required by the context to the Lloyd’s representative in respect of the trust account referred to in section 46(1) as if the Lloyd’s representative were a registered insurer.49. Imposition of prohibition on activities of Lloyd’s underwriters
50. Registration of Lloyd’s intermediaries
51. Claims against underwriters at Lloyd’s
52. Payment of claims against underwriters at Lloyd’s
Part 7 – AGENTS AND BROKERS
53. Definitions for this Part
In this Part, unless the context indicates otherwise—"insurance agent" means a person who, on behalf of an insurer, or acting on behalf of an insurer, deals directly with the public in soliciting insurance or acting or aiding in any manner in connection with the negotiation, continuance or renewal of insurance and, where applicable, includes a corporate insurance agent;"insurance broker" means a person who, on behalf of a member of the public, deals directly with an insurer or a person acting on behalf of an insurer, in arranging insurance or acting or aiding in any manner in connection with the negotiation and, continuance or renewal of insurance or provides consulting services with respect to insurance or insurance claims and, where applicable, includes a corporate insurance broker and a person whose activities include the placing of reinsurance, commonly known as a reinsurance broker;"corporate insurance agent" means an entity that is an insurance agent;"corporate insurance broker" means an entity that is an insurance broker;"registered corporate insurance broker" means a corporate insurance broker that is registered pursuant to section 59;"registered insurance agent" means an insurance agent who is registered pursuant to section 55;"registered insurance broker" means a broker that is registered pursuant to section 59, and includes a registered corporate insurance broker;"registered reinsurance broker" means a reinsurance broker that is registered pursuant to section 59 and, where applicable, includes a registered corporate reinsurance broker;"reinsurance broker" means a person who on behalf of any insurer negotiates reinsurance business with one or more reinsurers.54. Unregistered person may not act as agent or broker
55. Registration as insurance agent and renewal of registration
56. Remedial action
57. Application for registration as insurance broker
58. Registration requirements
59. Registration and renewal of registration
60. Agents, brokers previously registered
61. Principal office and principal officer
62. Accounts
A registered insurance or reinsurance broker or corporate insurance or reinsurance broker must keep in Namibia proper accounts of, and financial information relating to, its insurance business that comply with the requirements of the standards.63. Insurance to be in place
Every registered insurance or reinsurance broker or corporate insurance or reinsurance broker must have in place the insurance referred to in section 58(4) to the extent applicable to it, as from a date determined by the Minister by notice in the Gazette.64. Only one registration
65. Application for cancellation or variation of registration
66. Cancellation or variation of registration
67. Confirmation of cover by registered brokers
68. Other obligations of registered brokers
69. No unreasonable delays
Every registered insurance or reinsurance broker must avoid unreasonable or repeated delays in transmitting funds to a policyholder or a claimant under a policy that are intended for such transmission.70. Placing insurance outside Namibia
71. Broker liable to policyholder
72. Policies and procedures
73. Obligations of registered insurance intermediaries
74. Duties of registered insurance intermediaries
Every registered insurance intermediary must—75. Other business or occupation
A registered insurance intermediary who engages in another business or occupation concurrently with the practice of the vocation of agent or broker may not allow such outside interest to jeopardise the integrity, independence or competence of the intermediary.76. Registration to be produced
77. Powers of NAMFISA in relation to registered insurance intermediaries
Chapter 3
FINANCIAL MARKETS
Part 1 – PRELIMINARY
78. Definitions for this Chapter
79. Objects of Chapter
The objects of this Chapter are to—80. Non-application of gambling laws
Any law relating to gambling or wagering does not apply to any activity regulated by or under this Chapter.Part 2 – PROHIBITIONS AND RESTRICTIONS
81. Prohibitions
82. Listed securities: exception
Part 3 – REGISTRATION OF CERTAIN REGULATED PERSONS
83. Application for registration
84. Registration requirements
85. Registration and renewal of registration
86. Existing exchanges
87. Persons approved by Registrar
88. Application for cancellation or variation of registration
89. Cancellation or variation of registration
90. Transfer or winding-up
If the registration of any regulated person is cancelled under section 87(3), 88(5)(a), 89(3)(a) or any other applicable provision of this Act or suspended pursuant to section 89(5), NAMFISA must take such steps and may impose such conditions as are necessary to achieve the objects of this Chapter referred to in section 79, which steps may include—91. Registration as authorised user, portfolio manager, authorised advisor or authorised representative
92. Remedial action
93. Stockbrokers
94. Existing portfolio managers
95. Registration as authorised representative of authorised user
96. Remedial action
97. Registration as participant
98. Remedial action
99. Nominees
100. Remedial action
101. Foreign exchange and electronic exchange
102. Principal office and principal officer
103. Appointment of auditor
Part 4 – EXCHANGES
104. Interpretation
For the purposes of this Part, "securities" include—105. Functions of exchange and power of NAMFISA
106. Listing of securities
107. Removal of listing and suspension of trading
108. Application of new listing requirements
109. Disclosure of information by issuers
110. Imposition of levy
A registered exchange may impose a levy on any person involved in a transaction in listed securities effected through that exchange for the purpose of maintaining insurance, a guarantee, a compensation fund or other warranty for those using the services of the exchange.111. Funds of registered exchange
112. Requirements for exchange rules
113. Reporting transactions in listed securities
114. Undesirable advertising or canvassing
115. Identity and source to be disclosed
116. Restriction on borrowing and re-pledging
117. Marking or recording securities
When a document of title relating to a listed security comes into the possession of an authorised user, the authorised user must as soon as possible—118. Restriction on alienation of securities
Subject to the exchange rules of a registered exchange, an authorised user may only alienate listed securities deposited with the authorised user if the person who deposited them has authorised such alienation in writing.119. Segregation of funds of authorised users and other persons
120. Appeal from decision of exchange
Part 5 – CUSTODY AND ADMINISTRATION OF SECURITIES
121. Definitions for this Part
In this Part, unless the context indicates otherwise—"central securities account" means an account kept by a registered central securities depository for a participant that reflects the number or nominal value of securities of each kind deposited and all entries made in respect of such securities;"central securities repository" means a collection of securities of the same kind held by a registered central securities depository;"certificated securities" means securities evidenced by a certificate or written instrument;"deposit" means a deposit of securities and includes a deposit by means of an entry in a securities account or a central securities account;"entry" includes an electronic recording of any deposit, withdrawal, transfer, attachment, pledge, cession to secure a debt or other transaction in respect of securities;"securities" include certificated securities and uncertificated securities, money market instruments and other products or interests included as securities pursuant to section 104;"securities account" means an account kept by or on behalf of a participant for a client that reflects the number or nominal value of securities of each kind deposited and all entries made in respect of such securities;"securities of the same kind" means securities issued by the same issuer and of the same class;"securities repository" means a collection of securities of the same kind held by a participant;"subregister" means the record of uncertificated securities administered and maintained by a participant, which forms part of the register of members of the company concerned; and"uncertificated securities" means securities that are not evidenced by a certificate or written instrument and are transferable by book-entry without a certificate or a written instrument, resulting in the original certificate or other written instrument evidencing ownership or title no longer being recognised as prima facie evidence of ownership or title.122. Functions of central securities depository
123. Functions of participant
A participant must—124. Uncertificated securities
125. Responsibilities of issuer of uncertificated securities
An issuer of uncertificated securities must—126. Depository rules
127. Registration of securities
128. Ownership of securities
129. Transfer of securities
Transfer of an interest in securities held by a registered central securities depository or participant must be effected by entry in the central securities account or securities account of the transferor and of the transferee kept by the central securities depository or the participant.130. Pledge or cession of securities to secure debt
131. Delivery of securities
Subject to sections 128 and 130, the owner of an interest in securities held by a participant in a securities repository or a participant holding an interest in securities in a central securities repository is at all times entitled, on written request for withdrawal, to delivery, within a reasonable time, by the participant or central securities depository concerned, of a certificate or written instrument evidencing the same number of securities or securities of the same nominal value and of the same kind as the interest in securities held on behalf of such owner or participant, as long as such owner or participant has a sufficient unencumbered credit balance of those securities in that owner’s securities account or in that participant’s central securities account.132. Records
If the records of a registered central securities depository are inconsistent with those of a participant regarding securities deposited with the central securities depository by that participant, the records of the central securities depository are considered to be correct until the contrary is proved.133. Warranty
134. Recognition of trust
A registered central securities depository is not obliged to recognise any relationship of trust or agency of its participants in respect of securities.135. Attachment
Part 6 – SELF-REGULATORY ORGANISATIONS
136. Recognised self-regulatory organisations
137. Carrying on additional business
If a self-regulatory organisation carries on business in addition to that regulated by or under this Chapter NAMFISA may, for the purpose of minimising systemic risk, issue directives in respect of the carrying on of such business.138. Incorporation of self-regulatory organisation as public company
139. Amalgamation and mergers
140. Transfer of assets and liabilities
141. Duty of shareholders of controlling entity
Each shareholder or other owner of any entity that controls a self-regulatory organisation and each member of the board of directors of a self-regulatory organisation owes a fiduciary duty and a duty of care and skill to that self-regulatory organisation.142. Appointment as officer of self-regulatory organisation
143. Limitation on control of self-regulatory organisations
144. Delegation of functions
145. Report to NAMFISA
Within 90 days after the end of its financial year, a self-regulatory organisation must submit to NAMFISA an annual report containing the details required by the standards and audited annual financial statements that fairly present the financial affairs and status of the self-regulatory organisation.146. Right of NAMFISA to attend meetings and obtain documents
147. Rules of self-regulatory organisations
148. Limitation of liability
149. Disclosure of information
Despite sections 166 and 426, a self-regulatory organisation may disclose information relating to or arising from its responsibilities for regulating, investigating or prosecuting financial institutions or financial intermediaries, to any other self-regulatory organisation or supervisory authority, whether domestic or foreign, that is also responsible for regulating, investigating or prosecuting financial institutions or financial intermediaries.Part 7 – SECURITIES CLEARING HOUSE
150. Limitation of liability
Section 148 applies to a securities clearing house with the changes required by the context.151. Amalgamation and merging
152. Transfer of assets and liabilities
Part 8 – CODE OF CONDUCT FOR REGULATED PERSONS
153. Codes of conduct
154. Principles of code of conduct
Part 9 – MARKET ABUSE
155. Definitions for this Part
In this Part, unless the context indicates otherwise—"affected transaction" means any transaction, including a transaction which forms part of a series of transactions or a scheme, whatever form it may take which—156. Insider trading offences
157. Publication
158. Prohibited trading practices
159. False, misleading or deceptive statements, promises and forecasts
160. Civil liability resulting from insider trading
161. Disbursement of proceeds from civil claim
162. Powers of NAMFISA in civil proceedings
163. Assessment of fines and penalties
164. Powers and duties of NAMFISA
165. Protection of existing rights
Nothing in this Part prejudices the rights of any person aggrieved by any dealing or offence contemplated in this Chapter under any other law to claim any amount, save to the extent that any portion of such amount has been recovered by such person under sections 160 and 161.166. Confidentiality and sharing of information
Part 10 – GENERAL PROVISION
167. Exemption from Act No. 34 of 1934
The Trust Moneys Protection Act does not apply to this Chapter.Chapter 4
COLLECTIVE INVESTMENT SCHEMES
Part 1 – PRELIMINARY
168. Definitions for this Chapter
In this Chapter, unless the context indicates otherwise—"administration" means any function performed in connection with a collective investment scheme including—169. Principles for operation of collective investment scheme
170. Duties of manager
171. Appointment of investment manager
A manager may appoint an investment manager to assist in the investment of the assets of a collective investment scheme or of one or more portfolios of the collective scheme.172. Disclosure of information
173. Limitations
Part 2 – REGISTRATION
174. Application for registration as manager
175. Registration requirements
Before approving an application and registering the applicant as a manager of a collective investment scheme, NAMFISA must be satisfied on reasonable grounds that—176. Registration
177. Existing management companies
178. Application for cancellation or variation of registration
179. Cancellation or variation of registration
180. Registration as authorised representative of manager and renewal of registration
181. Remedial action
182. Registration as designated representative of authorised representative and renewal of registration
183. Remedial action
184. Approval of nominee company
185. Principal office and principal officer
186. Appointment of auditor
187. Limitation on investments
188. Rules
NAMFISA may make rules in the standards for the operation and administration of collective investment schemes under one or more of Parts 4 to 9, and for the solicitation of investments in a foreign collective investment scheme under Part 10.Part 3 – TRUSTEES AND CUSTODIANS
189. Appointment and termination of trustee or custodian
190. Registration
191. Existing trustees
192. Duties of trustee or custodian
193. Status of assets
For purposes of this Chapter—194. Liability for loss of assets
A trustee or custodian must indemnify the manager and investors against any loss or damage suffered in respect of money or other assets in the custody of the trustee or custodian, which is caused by a wilful or negligent act or omission by the trustee or custodian.Part 4 – COLLECTIVE INVESTMENT SCHEMES IN SECURITIES
195. Definitions for this Part
In this Part, unless the context otherwise indicates—"collective investment scheme in securities" means a scheme the portfolio of which consists mainly of listed securities or units of a collective investment scheme in listed securities.196. Determination of fair value
A security must be valued at its fair value, calculated in accordance with the standards.197. Foreign securities
Part 5 – COLLECTIVE INVESTMENT SCHEMES IN PROPERTY
198. Definitions for this Part
199. Foreign country in which collective investment scheme in property may invest
A manager may, subject to this Act, invest assets of a portfolio of a collective investment scheme in property in—200. Listing of participatory interests by exchange
Part 6 – COLLECTIVE INVESTMENT SCHEMES IN PARTICIPATION BONDS
201. Definitions for this Part
In this Part, unless the context indicates otherwise—"collective investment scheme in participation bonds" means, subject to the provisions of this Part, a scheme of which the portfolio consists predominantly of—202. Transitional provisions
203. Capacity of manager
204. Registration of participation bonds in name of nominee company
205. Rights of investor
The debt secured by a participation bond, to the extent of the participatory interest granted to any investor, is a debt owing by the mortgagor to such investor and not to the nominee company, and the rights conferred by the registration of any such bond are deemed to be held by the investor despite the registration of the bond in the name of the nominee company.206. Minimum investment period
An agreement pursuant to the terms of which a manager accepts money for investment in a collective investment scheme in participation bonds must ensure that such money is invested in such scheme for a period of not less than the period specified in the standards.207. Participatory interests rank in preference concurrently
All participatory interests granted in any participation bond, whenever granted, rank in preference concurrently with one another as from the date of registration of the bond.208. Restrictions on rights of nominee company
A nominee company may not transfer, cede or in any way encumber any of its own rights under a participation bond without the prior consent of NAMFISA.209. Collateral security in respect of participation bonds
Part 7 – COLLECTIVE INVESTMENT SCHEMES IN UNLISTED SECURITIES
210. Definitions for this Part
In this Part, unless the context indicates otherwise—"collective investment scheme in unlisted securities" means, subject to the provisions of this Part, a scheme of which the portfolio consists predominantly of—211. Minimum investment period
An agreement in terms of which a manager accepts money for investment in a collective investment scheme in unlisted securities must provide that such money is invested in such scheme for a period of not less than the period specified in the standards.212. Listing by exchange
Part 8 – COLLECTIVE INVESTMENT SCHEMES IN MONEY MARKET INSTRUMENTS
213. Definitions for this Part
In this Part, unless the context indicates otherwise—"collective investment scheme in money market instruments" means a scheme the portfolio of which consists mainly of money market instruments.214. Determination of fair value
A money market instrument must be valued at its fair value, calculated in accordance with the standards.215. Foreign money market instruments
A manager may, subject to this Act, invest assets of a portfolio of a collective investment scheme in money market instruments in foreign money market instruments if such foreign money market instruments are money market instruments—Part 9 – DECLARED COLLECTIVE INVESTMENT SCHEMES
216. Definitions for this Part
In this Part, unless the context indicates otherwise—"declared collective investment scheme" means a collective investment scheme which has been declared to be a collective investment scheme under section 217.217. Declaration of specific type of business as collective investment scheme
Part 10 – FOREIGN COLLECTIVE INVESTMENT SCHEMES
218. Definitions for this Part
In this Part, unless the context indicates otherwise—"foreign collective investment scheme" means a scheme, in whatever form, carried on in a country other than Namibia, in pursuance of which members of the public—219. Restrictions on foreign collective investment scheme
220. Reciprocity
221. Withdrawal of approval
Part 11 – CONVERSION OF COLLECTIVE INVESTMENT SCHEME
222. Definitions for this Part
223. Limitations on conversion of collective investment scheme
A manager may not convert a collective investment scheme unless—224. Application for approval of NAMFISA
225. Consideration of application
226. Resolution by investors
227. Registration of memorandum and articles by Registrar of Companies
228. Certificate of registration of conversion and notification
229. Effects of conversion
230. Issue of participatory interests to former investors
Part 12 – GENERAL
231. Change of name of scheme or portfolio
232. Prohibition of misleading names and acts
233. Restrictions on sale or lending of assets
234. Other business of manager
235. Exercise of voting power by manager
A manager or its nominee exercising the voting power conferred on it by the assets held in a portfolio must, in accordance with the requirements of the standards, exercise such power in the best interest of the investors.236. Unauthorised gain
237. Permissible deductions
The amounts which may be deducted from a portfolio must be as set out in the standards.238. Calculation of price
239. Payment of full purchase price
240. Power of manager to borrow
241. Matters to be provided in deed
242. Void provisions and amendment
243. Postponement of realisation of assets on winding-up
244. Separation of assets
For the purposes of a claim against a manager, trustee or custodian by a person who has the legal right to make that claim, there must be excluded from the assets of the manager, trustee or custodian—245. Segregation of funds
246. Identity and source to be disclosed
247. Application of Companies Act to manager
248. Exemption from Act No. 34 of 1934
The Trust Moneys Protection Act does not apply to a collective investment scheme operated and administered under this Act.Chapter 5
RETIREMENT FUNDS
Part 1 – PRELIMINARY
249. Definitions for this Chapter
250. Prohibitions
251. Restriction on use of designation "retirement fund" or "beneficiary fund"
Part 2 – REGISTRATION
252. Application for registration
253. Registration requirements
254. Registration
255. Existing pension funds
256. Existing beneficiary funds
257. Effect of registration
258. Application for cancellation or variation of registration
259. Cancellation or variation of registration
Part 3 – ADMINISTRATION AND POWERS
260. Principal office and principal officer
261. Board of fund
262. Exemptions
263. Replacement of member of board
264. Objects of board
265. Duties of board
266. Appointment of auditor
267. Appointment of valuator
268. Investigations by valuator
Part 4 – CONDUCT OF BUSINESS AND MEMBER CONTRIBUTIONS
269. Business which may be carried on
270. Payment of contributions
Part 5 – RULES OF RETIREMENT FUND
271. Rules
272. Amendment of rules
273. Binding force of rules
Subject to the provisions of this Chapter, the rules of a registered fund are binding on the fund, the employer or employers who subscribe to the fund, the sponsor, the board, officers of the fund, members of the fund and on any person who claims any benefit under the rules or whose claim is derived from a person so claiming.Part 6 – SPECIAL PROVISIONS RELATING TO BENEFITS
274. Benefits not reducible, transferable or executable
275. Disposition of benefits upon insolvency
If the estate of any person entitled to a benefit payable under the rules of a registered fund, including an annuity purchased by the fund for that person from a registered financial institution authorised by namfisa for the purpose of providing income benefits payable in respect of funds originating from a registered fund, is sequestrated or surrendered such benefit or any part of it which became payable after the commencement of the Financial Institutions Amendment Act, 1976 (Act No. 101 of 1976)—276. Disposition of benefits upon death
277. Deductions from benefits
Part 7 – GENERAL
278. Voluntary dissolution of fund
Subject to the requirements of any regulations made by the minister and standards issued by NAMFISA under this act, a registered fund may be terminated or dissolved wholly or in part in such circumstances, if any, as may be specified for that purpose in its rules and in the manner provided by such rules, and subject to the prior approval of NAMFISA, the assets of the fund must in that case be distributed in the manner provided by the rules.279. Winding-up by court
280. Special provisions relating to liquidation of funds
When applying the provisions of the Companies Act in a voluntary dissolution or winding-up of a registered fund, the members of the fund must be treated as preferred creditors, and their claims against the fund in their capacity as members must be settled before the debts owed to ordinary creditors of the fund.281. Right to obtain and inspect documents
282. Investments
283. Exemption from Act No. 34 of 1934
With the exception of section 276(2)(a), the Trust Moneys Protection Act does not apply to a fund registered under this Chapter.Chapter 6
FRIENDLY SOCIETIES
Part 1 – PRELIMINARY
284. Definitions for this Chapter
285. Objects of friendly society
286. Application of Chapter
287. Prohibitions
288. Restriction on use of designation "friendly society"
Part 2 – REGISTRATION
289. Application for registration
290. Registration requirements
291. Registration
292. Existing friendly societies
293. Effect of registration
294. Application for cancellation or variation of registration
295. Cancellation or variation of registration
Part 3 – ADMINISTRATION AND POWERS
296. Principal office and principal officer
297. Board of friendly society
298. Exemptions
299. Replacement of member of board
300. Objects of board
301. Duties of board
302. Appointment of auditor
303. Appointment of valuator
304. Investigations by valuator
305. Business which may be carried on
306. Investments
Part 4 – RULES OF FRIENDLY SOCIETY
307. Rules
308. Amendment of rules
309. Binding force of rules
Subject to the provisions of this chapter, the rules of a registered society are binding on the society, its members and officers and on any person who claims any benefit under the rules or whose claim is derived from a person so claiming.Part 5 – MEMBERSHIP AND BENEFITS
310. Membership of minors
Where the rules of a registered society so provide, a person who is under the age of 18 years and is assisted by a parent or guardian may be a member of a society, and he or she may execute all necessary documents and give all necessary consents, but may not manage the affairs or be the principal officer of that society.311. Membership of married persons
Despite the provisions of the Married Persons Equality Act, 1996 (Act No. 1 of 1996), a person who is married in community of property and who is a member of a friendly society may execute all necessary documents and give all necessary consents without the consent of his or her spouse and any benefit granted to him or her must, as between husband and wife, be his or her sole and separate property and may not form part of the joint estate.312. Payment of benefits to nominees
313. Restriction of payments on death of children under 16 years
314. Protection of money due on cessation of membership
315. Protection of money due on death of member
Money due by way of a benefit under the rules of a friendly society on the death of a member who was a member of the society for a period of at least three years and any money or other asset protected under section 314 is not, to the extent of such protection, available on the death of the member for the payment of his or her creditors as against the claim of—Part 6 – GENERAL
316. Voluntary dissolution of society
Subject to the requirements of any regulations made by the minister and standards issued by NAMFISA under this Act, a registered society may be terminated or dissolved wholly or in part in such circumstances, if any, as may be specified for that purpose in its rules and in the manner provided by such rules, and subject to the prior approval of NAMFISA, the assets of the society must in that case be distributed in the manner provided by the rules.317. Winding-up by court
318. Special provisions relating to liquidation of societies
When applying the provisions of the Companies Act in a voluntary dissolution or winding-up of a friendly society, the members of the society must be treated as preferred creditors, and their claims against the society in their capacity as members must be settled before the debts owed to ordinary creditors of the society.319. Right to obtain and inspect documents
320. Exemption from Act No. 34 of 1934
The Trust Moneys Protection Act does not apply to a society registered under this Chapter.Chapter 7
MEDICAL AID FUNDS
Part 1 – PRELIMINARY
321. Definitions for this Chapter
322. Application of Chapter to medical aid fund established by State
This chapter does not apply to a medical aid fund established under section 34(1)(d) of the Public Service Act, 1995 (Act No. 13 of 1995).323. Prohibitions
324. Restriction on use of designation "medical aid fund"
325. Prohibited marketing
Part 2 – REGISTRATION
326. Application for registration
327. Registration requirements
328. Registration
329. Existing medical aid funds
330. Effect of registration
331. Application for cancellation or variation of registration
332. Cancellation or variation of registration
333. Application for registration as medical aid fund broker
334. Registration requirements
335. Registration and renewal of registration
336. Existing medical aid fund brokers
337. Application for cancellation or variation of registration
338. Cancellation or variation of registration
Part 3 – ADMINISTRATION AND POWERS
339. Principal office and principal officer
340. Board of medical aid fund
341. Exemptions
342. Replacement of member of board
343. Objects of board
344. Duties of board
345. Appointment of auditor
346. Appointment of valuator
347. Investigations by valuator
348. Financial arrangements
349. Insurance of liabilities
350. Investments
351. Membership of more than one fund prohibited
Part 4 – RULES OF MEDICAL AID FUND
352. Rules
353. Amendment of rules
354. Waiting periods
355. Binding force of rules
Subject to the provisions of this chapter, the rules of a medical aid fund are binding on the fund, the board, its members and officers and on any person who claims any benefit under the rules or whose claim is derived from a person so claiming.Part 5 – BENEFIT OPTIONS
356. Additional benefit options
357. Prohibition on cession and attachment of benefits
Part 6 – GENERAL
358. Voluntary dissolution of fund
Subject to the requirements of any regulations made by the minister and standards issued by NAMFISA under this Act, a medical aid fund may be terminated or dissolved wholly or in part in such circumstances, if any, as may be specified for that purpose in its rules and in the manner provided by such rules, and subject to the prior approval of NAMFISA, the assets of the fund must in that case be distributed to the members in the manner provided by the rules.359. Winding-up by court
360. Right to obtain and inspect documents
361. Charges by suppliers of health services
362. Offences relating to medical aid funds
Any person who—Chapter 8
FUND AND SOCIETY ADMINISTRATORS
Part 1 – PRELIMINARY
363. Definitions for this Chapter
364. Prohibitions
365. Restriction on use of designation "fund administrator", "society administrator" or "administrator"
Part 2 – REGISTRATION
366. Application for registration
367. Registration requirements
368. Registration
369. Existing fund administrators and society administrators
370. Application for cancellation or variation of registration
371. Cancellation or variation of registration
Part 3 – ADMINITRATION AND POWERS
372. Principal office and principal officer
373. Appointment of auditor
374. Duties of fund administrators and society administrators
A fund administrator or society administrator must—375. Other business of fund administrator or society administrator
A registered fund administrator or society administrator that engages in any other business concurrently with the business of fund administrator or society administrator may not allow such outside interest to jeopardise the integrity, independence or competence of the fund administrator or society administrator to perform its functions under this Act.376. Application of Companies Act to fund administrator or society administrator
Except where this chapter expressly provides otherwise, the application of the Companies Act to a fund administrator or society administrator is not affected by this chapter.Chapter 9
PROPERTY HELD IN TRUST
377. Definitions for this Chapter
In this Chapter, unless the context indicates otherwise—"agreement" means any agreement, whether written or verbal, power of attorney, will, deed of settlement, order of a court or other instrument, pursuant to which trust property is invested, kept in safe custody, controlled, administered, alienated or otherwise held in trust by an institutional trustee or nominee company on behalf of a principal;"institutional trustee" means a financial institution or financial intermediary that holds trust property in trust on behalf of a principal;"nominee company" means a company controlled by a financial institution or financial intermediary, which—378. Duties with respect to trust property
379. Declaration of interest
380. Investment of trust property
381. Alienation of trust property
382. Records and documents as evidence
The provisions of section 458 apply to trust property held in trust by an institutional trustee or a nominee company pursuant to this chapter.383. Statutory manager
384. Consequences of criminal conviction
Chapter 10
GENERAL PROVISIONS
Part 1 – PRELIMINARY
385. Definitions for this Chapter
For the purposes of this Chapter "Board of NAMFISA" means the board referred to in section 1 of the NAMFISA Act.386. Application of Chapter
The provisions of this Chapter apply only to the extent that the subject matter dealt with in this Chapter is not dealt with specifically in the other Chapters of this Act.387. General prohibition
388. Transitional provisions
389. Unregistered persons to furnish information
Part 2 – GENERAL MATTERS
390. Financial year
391. Name and change of name
392. Notification of certain matters
A financial institution or a financial intermediary must notify NAMFISA in writing within 30 days—Part 3 – GOVERNANCE
393. Application of this Part
394. Board of financial institution
Despite anything to the contrary in any of the provisions of the Companies Act or any other law—395. Duties of board
396. Directors to act in good faith
397. Audit committee
Every financial institution must establish an audit committee comprised of at least two directors, at least one of whom must be an independent director within the meaning of the standards to—398. Other committees
The board of a financial institution may appoint from among their number such other committees, in addition to the audit committee, as they consider necessary and may delegate to any such committee such of their powers as they consider appropriate but any such delegation does not limit the responsibilities of the members of the board.399. Indemnification of directors and officers
A financial institution may indemnify a director or officer against any liability, including legal defence costs, that he or she may incur as a result of anything done or omitted to be done as a director or officer but only if he or she has acted honestly and in good faith with a view to the best interests of the financial institution and its clients, and the financial institution may purchase and maintain insurance for the benefit of any director or officer against such liability.400. Information to be made available
Every financial institution must make available for examination by its directors such information about the financial institution, including accounting records, as will enable the directors to perform their responsibilities and exercise their duties under this Act.401. Appointment of auditor
402. Appointment of valuator
403. Return of directors, auditors and valuators
404. Duties of financial institutions and financial intermediaries
Every registered financial institution and financial intermediary must act honestly and in good faith, in the best interest of its clients and in accordance with any additional duties set out in the standards.Part 4 – GENERAL MARKET CONDUCT REQUIREMENTS
405. Application of this Part and other financial services laws
This Part applies in addition to the other provisions of this Act and to the provisions of any other applicable financial services laws.406. Prohibition of false and misleading statements
407. Declaration of practices as irregular or undesirable
408. Market conduct: powers of NAMFISA
Part 5 – POWERS OF NAMFISA TO REGULATE AND SUPERVISE
409. Power to issue standards
410. Standards
411. Guidelines, bulletins, rules, directives and other measures
412. Power to issue directives
413. Application to court
If namfisa has reason to believe that as a result of any situation referred to in section 412(1) prejudice to any person has occurred or might occur, NAMFISA may apply to the High Court for an order restraining the financial institution or financial intermediary from continuing business or dealing with trust property pending an application to the court by NAMFISA pursuant to section 443 or pending the exercise of any other legal remedy that may be available to NAMFISA.414. Reporting obligations
415. Fees
416. Removal of member of board
If any member of a board of directors or other board of a financial institution or financial intermediary is not in compliance with the financial services laws or is no longer a fit and proper person within the meaning of the standards, NAMFISA may, after giving the person, the board and the financial institution or financial intermediary concerned an opportunity to be heard, require the removal of that person from office and the appointment of another person in his or her place.417. Enquiries to principal officer
418. Inspections
419. Appointment of inspectors
420. Investigations
421. Investigations on request of other agencies
For the purposes of implementing any arrangements entered into with an agency or organisation under section 30 of the NAMFISA Act, at the request of such agency or organisation, NAMFISA may instruct one or more inspectors to carry out an investigation of the business or affairs or part of the business or affairs of any person present or resident in namibia, identified by the agency or organisation.422. Powers of inspectors
423. Time and place of examinations
424. Entry upon and search of premises
425. Professional privilege and incriminating evidence
426. Observance of secrecy
An inspector or other person carrying out an inspection or investigation under this Act, including a person appointed under section 419(2), must keep secret all matters that may come to the attention of that inspector or person in the performance of the inspection or investigation and may not communicate any such matter to any person other than NAMFISA, unless communication of the matter is necessary to carry out the inspection or investigation or is made pursuant to an order of a court.427. Disclosure to certain parties
428. Costs of investigation
If after considering the results of an investigation, NAMFISA is satisfied that it is reasonable to do so, the expenses incurred by and the remuneration of, an inspector appointed under section 419(1) or a person appointed under section 419(2), may be recovered from the person under investigation or from a director, member of a board, principal officer or any other officer of, or person who controls, the person under investigation.429. Offences relating to inspections
A person who—430. Power of NAMFISA to verify information
For the purposes of a determination in accordance with this Act as to whether a person is fit and proper within the meaning of the standards, NAMFISA may verify any information at NAMFISA’s disposal by making enquiries at any organ of the State, credit bureau authorised by law to keep information about the creditworthiness of any person or any other lawful source of information or by obtaining the evidence of any other person.431. Decisions to be in writing
All decisions, notices, directives or other official communications of NAMFISA or the Minister under this Act, unless specifically provided for otherwise in this Act, must be in writing.432. Representative self-regulatory organisations
433. Changes in control of financial institution
434. Right to be heard
A financial institution, financial intermediary or any other person affected by a decision of NAMFISA under this Act has the right to be heard and the right to make representations to NAMFISA before the decision is made.435. Late filing or payment
A financial institution, financial intermediary or any other person that or who fails to—Part 6 – ENFORCEMENT
436. Enforceable undertakings
437. Compensation for contraventions of Act
438. Court orders to enforce Act
439. Administrative sanctions
Part 7 – SCHEMES, STATUTORY MANAGEMENT AND WINDING-UP
440. Interpretation
441. Failure to maintain sound financial position
442. Schemes
443. Appointment of statutory manager
444. Power and duties of statutory manager
445. Winding-up
Part 8 – AMALGAMATIONS AND TRANSFERS IN ORDINARY COURSE OF BUSINESS
446. Amalgamations
447. Transfers
448. Standards and exemptions
449. Application for amalgamation or transfer
450. Approval of amalgamation or transfer
NAMFISA, after considering the documents referred to in section 449, receiving representations from the applicants and such other persons as it considers appropriate, and any objections received as a result of the notice referred to in section 449(3), may approve the proposed amalgamation or transfer if NAMFISA is satisfied that no sufficient grounds for objection have been or can be established.451. Statement to be deposited with NAMFISA
Where an amalgamation or transfer has been approved, the amalgamating financial institutions or financial intermediaries and any other party to the amalgamation or the transferor and transferee financial institutions or financial intermediaries must within 10 days from the date of the amalgamation or transfer deposit with NAMFISA—Part 9 – FINANCIAL SERVICES COMPENSATION SCHEME
452. Financial Services Compensation Scheme
453. Scheme manager
454. Functions and duties of scheme manager
The compensation scheme must provide for the scheme manager to assess and in its discretion pay compensation, in accordance with the rules of the scheme, on claims made in connection with financial services provided by financial institutions or financial intermediaries.Chapter 11
MISCELLANEOUS PROVISIONS
455. Confidentiality and sharing of information
456. Inspection of documents
457. Effect of certificate of NAMFISA on document
Every document which purports to have been certified by NAMFISA to be a document deposited with NAMFISA under this Act or to be a copy of such a document is prima facie considered to be such a document or a copy of that document and is admissible in evidence as if it were the original document.458. Records and documents as evidence
A record or document purporting to have been made in the ordinary course of the business of—459. Alienation of property
460. Protection of client assets
461. Limitation of liability
The Minister, a member of the Board of NAMFISA, a member of a committee of the Board of NAMFISA, the chief executive of NAMFISA or any other officer or employee of NAMFISA, a member of the advisory committee or a member of the Appeal Board is not personally liable in respect of anything done or omitted to be done in good faith and without gross negligence in the exercise of any power or the performance of any duty under this Act.462. General offences and provisions relating to offences and sentences
463. Jurisdiction of magistrates’ court
Despite anything to the contrary in the Magistrates Court’s Act, 1944 (Act No. 32 of 1944) or in any other law—464. Application to State and public entities
465. Regulations
466. Conflict or inconsistency
467. Repeal and amendment of laws and transitional arrangements
468. Short title and commencement
History of this document
01 October 2021 this version
11 June 2021
Assented to
Cited documents 77
Legislation 77
- Administration of Estates Act, 1965
- Agricultural Bank of Namibia Act 5 of 2003
- Anti-Corruption Act, 2003
- Appropriation Act, 2021
- Banking Institutions Act, 1998
- Building Societies Act, 1986
- Close Corporations Act, 1988
- Companies Act, 2004
- Corporation for Public Deposits Act, 1984
- Credit Agreements Act, 1980
- Criminal Procedure Act, 1977
- Development Bank of Namibia Act, 2002
- Finance Act, 1957
- Finance Act, 1959
- Financial Institutions (Investment of Funds) Act, 1984
- Financial Institutions Amendment Act, 1968
- Financial Institutions Amendment Act, 1969
- Financial Institutions Amendment Act, 1970
- Financial Institutions Amendment Act, 1972
- Financial Institutions Amendment Act, 1976
- Financial Institutions Amendment Act, 1977
- Financial Institutions Amendment Act, 1978
- Financial Institutions Amendment Act, 1979
- Financial Institutions Amendment Act, 1980
- Financial Institutions Amendment Act, 1982
- Financial Institutions Amendment Act, 1984
- Financial Institutions Amendment Act, 1986
- Financial Institutions Amendment Act, 1988
- Financial Institutions Amendment Act, 1989
- Financial Institutions Second Amendment Act, 1989
- Financial Intelligence Act, 2012
- Friendly Societies Act, 1956
- Friendly Societies Amendment Act, 1963
- Friendly Societies Amendment Act, 1965
- High Court Act, 1990
- Immigration Control Act, 1993
- Income Tax Act, 1981
- Insolvency Act, 1936
- Inspection of Financial Institutions Act, 1962
- Inspection of Financial Institutions Act, 1984
- Insurance Act, 1943
- Labour Act, 2007
- Legal Practitioners Act, 1995
- Local Authorities Act, 1992
- Long-term Insurance Act, 1998
- Long-term Insurance Amendment Act, 2016
- Magistrates' Courts Act, 1944
- Maintenance Act, 2003
- Medical Aid Funds Act, 1995
- Microlending Act, 2018
- Namibia Financial Institutions Supervisory Authority Act, 2001
- Namibia Financial Institutions Supervisory Authority Act, 2021
- Namibia National Reinsurance Corporation Act, 1998
- Participation Bonds Act, 1981
- Pension Funds Act, 1956
- Pension Funds Amendment Act, 1994
- Pension Funds Amendment Act, 2011
- Pension Funds Amendment Act, 2014
- Posts and Telecommunications Companies Establishment Act, 1992
- Prevention and Combating of Terrorist and Proliferation Activities Act, 2014
- Prevention of Organised Crime Act, 2004
- Public Accountants’ and Auditors’ Act, 1951
- Public Enterprises Governance Act, 2019
- Public Service Act, 1995
- Regional Councils Act, 1992
- Second Finance Act, 1966
- Short-term Insurance Act, 1998
- Short-term Insurance Amendment Act, 2016
- Stock Exchanges Control Act, 1985
- Stock Exchanges Control Amendment Act, 1992
- Stock Exchanges Control Amendment Act, 2000
- Supreme Court Act, 1990
- Townships and Division of Land Ordinance, 1963
- Trust Moneys Protection Act, 1934
- Unit Trusts Control Act, 1981
- Unit Trusts Control Amendment Act, 2011
- Unit Trusts Control Amendment Act, 2016
Documents citing this one 6
Gazette 6
- Namibia Government Gazette dated 2021-10-01 number 7645
- Namibia Government Gazette dated 2021-12-22 number 7713
- Namibia Government Gazette dated 2022-04-11 number 7784
- Namibia Government Gazette dated 2023-02-07 number 8026
- Namibia Government Gazette dated 2023-10-18 number 8237
- Namibia Government Gazette dated 2024-04-16 number 8347