Law reform of companies

ANDREAS VAATZ WRITES:

Open letter to professor Tshepo Mongalo.

At the conference held by the Law Society on the 2nd of November 2023, you gave a lecture indicating the desirability, in your view, of changing our company law, that means public companies, private companies, close corporations, and partnerships to make it all “simpler”.

I would like to take this opportunity to indicate my disbelieve in making any laws that are used on an everyday basis by the public in the business community simpler by changing them. We, in Namibia, are a particularly small academic unit engaged to run the country. If any changes, as proposed by you, are made, who will write a textbook about these changes in order to explain them to the legal fraternity and the public?

While it may be simple to draw up a new law and insert the desired simplification paragraphs into the law, as I understand it, the wish is to have one company law that covers everything. The difficulty will be who is going to tell the thousands of people who are working with existing companies under the existing laws and know these existing laws, who will explain to them the difference that has been introduced by the amendments. Who will tell the thousands of close corporation owners who own their properties in terms of a close corporation that they now have to change their close corporation, explaining why it should be so? Who will explain to all conveyancers and conveyancing secretaries and the staff at the deeds office all the changes that will have to be made?

In my view, we as a small country should ensure that we don’t make amendments that cause more work, misunderstandings, and irritation than necessary. We should only make amendments that are also done in South Africa, so that at least we have a source from which we will probably get the required textbooks explaining the changes and also be guided by the court decisions relating to the amended legislation.

As it is, the company laws set up work alright. No one has yet complained about the company laws presently in existence in Namibia not fulfilling the function of allowing our commercial environment to operate harmoniously and without too many hiccups. It is for that reason that I dare say, as most senior legal practitioners in Namibia, that we should not change anything as regards our company law legal structure, and we should make sure that we can always rely on South African court decisions, giving us the necessary guidance and South African textbooks to explain and assist when problems arise.

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