An Annual Return is a compulsory reporting requirements of all Zimbabwean Private Limited Companies (PLC’s). If you are a company director, you are personally responsible as an officer of the company for making sure that an annual return is filed at the Companies Registry at least once a year.

An annual return provides the Companies Registry with up-to-date key information about your company.

The information on the return is made available to the public at the Companies Registry. Anyone can view this information at any time, thus ensuring that the public, other businesses, and government agencies have open access to important data about any company they may have dealings with.

Information included in an annual return

• Company name
• Date of last Annual General Meeting (AGM)
• Address of the registered office of the company
• Summary of shares and debentures
• Particulars of directors, auditors and secretaries.

What’s included in the statement of capital

This is only for a Private Limited Company. Companies limited by guarantee and Limited Liability Partnerships don’t need to provide this information because they don’t have shares.

If a statement of capital is required, you will be asked to provide the following:

• Number and class of shares
• Number of shares of each class taken up to the date of the return
• Number of shares of each class fully paid up

The class of shares outline the rights that shareholders have. Most companies have ‘Ordinary’ shares that provide the following rights to the people that own them:

• The right to cast one vote per share at a general meeting
• The right to a share of profits (dividend payments) in relation to the percentage of ownership represented by the share
• Whether the share is to be redeemed or is liable to be redeemed at the option of the company or the shareholder.
• The right to receive a share of capital on the winding up of the company

If you issue Ordinary shares and adopt Model articles of association, the rights listed above will apply and be outlined in your articles.

If you are unsure which voting rights and prescribed particulars apply to your company, you should refer to the articles. In other instances, this information may be contained in a company resolution.

When to submit Annual Returns

An annual return should be submitted once every 12 months, usually by the same date each year. The first annual return date is 12 months after your company’s registration (the ‘date of incorporation’) at the Companies Registry. This date will be stated on your certificate of incorporation.

Example:

• You registered your company on January 2nd, 2021
• Your first annual return date will be January 2nd, 2022
• The information entered on the statement must accurately reflect the company details on the return date

You have 21 days after the return date to file the return to the Companies Registry. It doesn’t matter if any information changes between the return date and the date you send the statement to the Companies Registry. You can update the details at any time afterwards, or wait until your next statement is due the following year.

*If you fail to file an annual return, there’s a penalty of ZWL$ 1000.00 for every outstanding annual return.

You can file your Annual Return early, but there’s no need to do this unless you want to report a change of company details before your return is due. Just remember, if you do file the statement early, the due date for your next one will change accordingly.

Updating and changing information on the annual return

The really good thing about the Annual Return is that you can update it at any time throughout the year, as many times as you like.

Types of businesses that must file Annual Returns

Only businesses that are registered at the Companies Registry have to file an Annual Return. This includes Public Companies, Private Limited Companies etc.

However, Private Business Corporations (PBC’s) do not file annual returns, rather a declaration of business continuance.

Who is responsible for the Annual Returns?

Company directors or a designated member of a company is responsible for ensuring that an  annual return filed each year.

Most of the times the responsibility is delagated to a proffessional firm (Numeri). However, the director(s) or designated member(s) are still liable if these requirements are not maintained by the nominated individual.