Company Re-registration in Zimbabwe is now a critical legal obligation for every shareholder and director of every Zimbabwean registered company. The Companies and Other Business Entities Act (COBE) (Chapter 24:31), requires all companies registered before 1 March 2024 to formally re-register. This isn’t a mere formality; it is a fundamental requirement to maintain your company’s legal standing.
Ignoring this mandate carries severe repercussions. Failure to comply can result in your company being struck off the official Register of Companies, causing an immediate loss of its legal personality. This means your business would cease to exist in the eyes of the law, losing the ability to trade, enter contracts, or pursue legal action.
However, navigating the path to compliance doesn’t have to be overwhelming. This comprehensive guide is your definitive resource on Company Re-registration in Zimbabwe. We will provide a clear, step-by-step breakdown of the entire process, from the essential document checklist and fees structures to deadlines and common pitfalls to avoid. Consider this your essential roadmap to securing your company’s future and ensuring its uninterrupted operation.
What is Company Re-Registration in Zimbabwe
Company re-registration in Zimbabwe is the mandatory process of updating your business’s legal registration with the Companies and Intellectual Property of Zimbabwe (CIPCZ). This transition ensures your company complies with the new Companies and Other Business Entities Act (COBE) (Chapter 24:31).
Which Companies Are Required to Re-Register?
The scope of the re-registration requirement is broad, encompassing virtually all companies that were registered under the previous Companies Act i.e. all companies registered before 1 March 2024. The following types of companies must undergo the re-registration process under the new COBE Act:
- Private Limited Companies (PLC’s)
- Private Business Corporations (PBC’s)
- Foreign Companies/Branch
- Public Companies
- Etc.
Feeling unsure if this applies to you? Don’t gamble with your company’s legality. Let Numeri conduct a free compliance check to confirm your status and obligations.
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Why is Company Re-Registration in Zimbabwe Mandatory?
The primary driver behind this sweeping mandate is the transition to the new Companies and Other Business Entities Act (COBE) (Chapter 24:31). This modern legislation replaces the old Companies Act [Chapter 24:03] and aims to bring Zimbabwe’s corporate governance standards in line with international best practices.
Re-registration is not a suggestion; it is a legal requirement for all companies previously registered under the old Act.
According to the COBE, the object of company re-registration in Zimbabwe is twofold, namely—
- To establish a new and updated register of companies and private business corporations;
- To expunge apparently defunct business entities from the register, that is to say a company or private business corporation which appears to the Registrar to be defunct because—
- It is not submitting to the Registrar the statutory returns and notices required by the repealed Acts and the new Companies and Other Business Entities Act (COBE); and
- It appears to the Registrar to be inactive, that is to say it is not being operated or is not active in business.
These reasons serve to update the Registrar of Companies Register with accurate current data and ensure every company operates under the new legal framework.
The Legal Consequences of Not Re-Registering Your Company
Ignoring to re-register your company is a high-risk gamble with serious outcomes. The most significant consequence is de-registration, commonly known as striking off.
- Loss of Legal Personality: A struck-off company ceases to exist as a legal entity. It can no longer enter into contracts, sue, or be sued.
- Inability to Trade: The company cannot legally conduct business. All business operations must halt.
- Asset Liquidation: Upon striking off, the company’s assets are deemed to be abandoned and become the property of the state.
- Director Liabilities: Directors may become personally liable for the company’s debts and obligations incurred after de-registration.
- Loss of Company Name: The company loses its company name and anyone who wishes to use the name is legally allowed to do so.
Protect your assets and your legacy. Our service at Numeri is designed specifically to shield you from these catastrophic risks. We manage the entire process, so you never have to worry about compliance gaps.
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A Complete Checklist of Requirements of Company Re-Registration in Zimbabwe
Preparation is key to a smooth re-registration process. Before you begin, ensure you have the following documents and information ready.
Essential Documents You Must Prepare
- Scanned copy of Certificate of Incorporation
- Scanned copy of CR 5 (previously called CR 6) (List of Company Addresses)
- Scanned copy of CR 6 (previously called CR 14) (List of Company Directors and Secretary)
- Scanned copy of Memorandum and Articles of Association
- Scanned copy of latest Annual Returns
- Scanned copy of Share Allotments (CR 2/CR 11 – if available)
- Minutes from a board meeting approving the re-registration
- A special resolution signed by shareholders agreeing to the re-registration
- A signed affidavit affirming authority to proceed with re-registration
Overwhelmed by this list? You don’t have to be. With Numeri’s Re-registration Service, we handle the most complex parts for you. We prepare the minutes, special resolution, and affidavit, eliminating the biggest hurdles in the application process.
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Further Essential Information You Must Prepare
- Company or contact persons phone number
- Directors and Company Secretary Information – Name, Suriname, Date of Birth, ID Number, Gender, Address and Email
- Shareholders Information – Name, Suriname, Date of Birth, ID Number, Gender, Address and Email
The Step-by-Step Process for Company Re-Registration in Zimbabwe
The company re-registration process under the new COBE Act can be complex, with stringent requirements and little room for error. A simple mistake can lead to weeks of delays or outright rejection, putting your company’s legal status at risk.
This is where our expertise makes all the difference. At Numeri, we have streamlined the process to make it as simple and stress-free as possible for you. When you partner with us, here’s how we secure your company’s compliance:
1. You Provide the Basics.
Your journey to compliance starts with a single, easy step. Simply provide us with your:
- Company Name
- Company Registration Number
This initial information allows us to immediately begin a preliminary assessment of your company’s current standing.
2. We Guide You on the Requirements.
Once we have your details, our team will provide you with a personalized checklist of exactly what is needed. You gather the necessary documents, and information such as director information, and provide them to us. Don’t worry—we’ll give you clear guidance on every item to ensure you know exactly what to provide.
3. We Take Care of the Rest.
This is where we lift the entire burden from your shoulders. Our comprehensive service includes:
- Compliance Review & Clean-Up: We verify that your annual returns are filed and up to date and that your CR14 (director details) and CR6 (registered address) are fully up-to-date with the CIPCZ.
- Expert Document Preparation: We meticulously prepare, complete, and review all necessary re-registration forms to ensure 100% accuracy and compliance with the COBE Act.
- CIPCZ Liaison & Submission: We act as your official representative, handling all submission and follow-up directly with the CIPCZ, whether online or in person.
- Payment of Official Fees: We manage the payment of all government fees on your behalf, ensuring everything is processed correctly and on time.
- Tracking & Delivery: We continuously monitor your application’s status and promptly deliver your new Certificate of Re-registration directly to you once it is issued.
By choosing Numeri, you are not just filing a form; you are investing in peace of mind. We ensure your re-registration is completed accurately and efficiently, allowing you to focus on running your business.
- See Our Company Re-Registration Service
Company Re-Registration in Zimbabwe Fees
Fees vary depending on the company type you are re-registering.
| Type of Company | Fees |
| Private Limited Company | US$100.00 |
| Private Business Corporation | US$80.00 |
| Additional Fees | May include Annual Returns Fees if not up to date |
Company Re-Registration in Zimbabwe Deadline
The Companies Registry has set a definitive deadline for company re-registration in Zimbabwe which is 20 April 2026. While this deadline has been extended in the past, it is crucial to act as soon as possible. Failure to meet this deadline constitutes a late application. Late applications will attract significant penalty fees in addition to the standard re-registration fees. This is a direct financial disincentive for procrastination.
If your company has already been struck off, the process is more complex and expensive. You must apply for administrative restoration or judicial restoration, which involves higher fees, potential legal assistance, and the settlement of any outstanding penalties.
Common Mistakes to Avoid During Re-registration
After company re-registration you must ensure all annual returns and declaration of annual of annual general meeting are filed and up to date. Failure to file will lead to the de-registration of your company.
Post-Reregistration Obligations
Filing Annual Returns and Declaration of Annual General Meeting.
Conclusion
The company re-registration process in Zimbabwe is a non-negotiable legal requirement for ensuring your business’s continued existence and in good standing with the Registrar of Companies. The process is complex, but with a seasoned consultant such as Numeri, the process becomes easy and manageable.
Ready to secure your company’s future with zero stress? [Contact Numeri today] for a swift, guaranteed, and hassle-free re-registration service.
- See Our Company Re-Registration Service
Disclaimer: This article is for informational purposes only and does not constitute legal advice. The laws and fees are subject to change.
