Commercial Law In Zimbabwe

Company Registration In Zimbabwe

Article by Manyara Mavis Musara

Company registration is governed by the Companies and Other Business Entities Act [Chapter 24:31] in Zimbabwe. It is the process of incorporating (registering) a business in Zimbabwe either as a Private Limited Company (PLC), Private Business Corporation (PBC) or any other business as provided for in the Act. Once incorporated, the business becomes a separate legal entity; separate from its owners.

The process of registering a company in Zimbabwe

The following should be submitted to the Registrar of Companies for approval:

  • A list of four names in order of preference which should be unique, easy to remember, precise, and reflective of the business. An application is made for the reservation of the name to get the authority of the Registrar to use the particular name. The reserved name will not be close to or similar to registered or existing companies
  • The objectives of the company should be specified. These encompass the nature of the business being ventured into. They should be short and precise covering all the business activities to be conducted. Specific objectives portray the business as a specialist in the specific area and branding becomes easier. General objectives do not limit the business to a specific area.
  • Providing contact details of the business is mandatory. if the address is not yet available, a residential address can be used temporarily.
  • The directors should provide their full names, ID numbers and addresses.
  • Shareholding percentages showing who invested capital into the setting up of the business. The shares are expressed as a percentage of the stake of the business.
  • The details of the Company Secretary appointed by the Directors for a Private Limited Company.

Incorporation of the company

The Registrar of Companies issues a Certificate of Incorporation and a CR28 Form which is an incorporation statement in the case of a Private Business Corporation. If it is a Private Business Corporation the following documents are issued out duly signed, stamped and signed by the Registrar

  • Certificate of incorporation
  • CR 5 (Former CR 6) – List of company addresses
  • CR 6 (Former CR 14) – List of company directors
  • Memorandum of Association – it has the objectives of the company, nominal share capital, names of the founding shareholders and their signatures.
  • Articles of association – the constitution of the company setting out the rules and regulations on how the company will be run

Please take note that this article should not be taken as legal advice but general information regarding the subject matter. The writer can be contacted at mmusara@mmmlegal.co.zw for more information.

Mavis Musara

Mavis holds a Bachelor of Laws Honours Degree (LLBS) from the University of Zimbabwe obtained in 2003. Soon after obtaining the degree, she joined the then Ministry of Justice, Legal and Parliamentary affairs in October 2003. In October 2004, she then moved into private practice and joined a few law firms, holding the position of a partner since 2011. She then formed Musara Legal Practice in 2019 and admitted two colleagues into partnership in July 2021. This admission of partners led to the change of name to Musara Mupawaenda and Mawere Legal Practitioners. Mavis is currently the Managing Partner. Her work experience currently spans over 18 years in various legal aspects though she has bias towards construction law, commercial law, conveyancing and notarial work. She is also a holder of a Master’s Degree in Business Administration (MBA) from the National University of Science and Technology (NUST) having graduated in November 2020.