Deregistration, Mortgage Bonds & Bona Vacantia: What Lenders Must Know

(Deregistration Mortgage Bonds & Bona Vacantia)

When a company or close corporation is deregistered in Namibia, it ceases to exist — and so do its legal rights. Critically, any immovable property it owns becomes bona vacantia and vests in the State automatically. This leaves lenders unable to enforce mortgage bonds registered over such property.

But the damage isn’t always permanent.

✔ Restoration is possible. Creditors can apply to the Registrar (for CCs) or to court (for companies) to reinstate the entity — and with it, the mortgage security. Restoration is retrospective, meaning ownership of the property revests in the borrower, reviving the lender’s rights.

✔ For close corporations, members remain personally liable for debts post-deregistration — giving lenders a direct enforcement route without restoration.

Risk Mitigation Tips for Lenders:

• Monitor annual return filings.

• Include deregistration as an event of default.

• Take additional security (guarantees, cessions, insurance).

• Act fast if a deregistration notice appears in the Gazette.

Bottom line: Deregistration doesn’t extinguish debt — but it freezes your ability to enforce until you act. Restoration is your way back in.

For tailored advice or restoration support, contact the team at Jacobs Amupolo