Company Registration in Zimbabwe is the critical first step for any business looking to tap into the country’s vast potential. Renowned for its skilled workforce and abundant natural resources, Zimbabwe offers a compelling gateway into the African market. A smooth and correct company registration in Zimbabwe process is essential to avoid costly delays and establish a strong foundation for commercial success.
What is Company Registration in Zimbabwe?
Company Registration in Zimbabwe is the legal process of incorporating a business under the Companies and Other Business Entities Act (Chapter 24:31). This formal procedure establishes your business—whether as a Private Limited Company (PLC) or a Private Business Corporation (PBC)—as a distinct legal entity, separate from its owners. This separation is the foundation for key benefits, including limited liability protection and enhanced credibility.
Do I have to register a company?
While it’s not always legally mandatory to operate, company registration in Zimbabwe is a critical step for any serious business owner. Operating as an unregistered entity (like a sole trader) exposes you to significant risks and closes the door to major growth opportunities. The benefits of formal company registration in Zimbabwe are substantial and foundational to long-term success.
Here are the key advantages of registering your business:
1. Limited Liability Protection
This is the most significant benefit. Once registered, your company becomes a separate legal entity. This creates a vital financial shield, separating your personal assets (like your home and savings) from your business debts. Without this protection, you face unlimited personal liability, meaning your personal property could be used to settle business obligations.
2. Potential Tax Advantages
A registered company is subject to corporate income tax, which can be more favorable than the individual Pay-As-You-Earn (PAYE) rates applied to sole traders. This structured tax environment often results in lower overall tax liability and allows for more strategic financial planning.
3. Enhanced Credibility and Trust
A registered company name signals permanence, legitimacy, and a commitment to compliance. This builds immediate trust with customers, suppliers, and partners. Many larger corporations and government entities will only engage with registered businesses, opening up a world of lucrative contracts.
4. Easier Access to Capital and Funding
Unregistered businesses are typically limited to the owner’s personal funds. A registered company, however, can raise capital by issuing and selling shares to investors. Furthermore, banks are more likely to lend to a registered entity and may offer loans without requiring a personal guarantee from the directors.
5. Legal Protection of Your Company Name
Registering a company in Zimbabwe with the Companies Registry legally protects your business name from being used by another entity. This safeguards your brand identity and prevents customer confusion, giving you exclusive rights to build your reputation under that name.
6. Perpetual Existence and Easy Transfer of Ownership
A registered company has perpetual succession, meaning it continues to exist even if the owners or directors change. This makes the process of transferring ownership through the sale of shares a straightforward process, ensuring the business’s legacy and value endure.
> See: Our Company Registration Service
Types of Companies You Can Register in Zimbabwe
When embarking on company registration in Zimbabwe, understanding your options is the first critical step. While several business structures exist, the two most common and popular choices for entrepreneurs and investors are the Private Limited Company (PLC) and the Private Business Corporation (PBC). This guide breaks down the key features of each to help you decide which is best for your venture.
1. Private Limited Company (PLC)
The Private Limited Company (PLC) is the most prevalent and versatile business structure in Zimbabwe, ideal for startups, SMEs, and businesses with growth ambitions. It is a separate legal entity from its owners, providing a robust framework for operation and investment.
Key Features of a Zimbabwean PLC:
- Separate Legal Entity: The company is distinct from its shareholders, safeguarding their personal assets from business debts.
- Limited Liability: Shareholders’ financial risk is limited to the amount they invested in the company.
- Share-Based Ownership: Ownership is divided into privately held shares, with a maximum of 50 shareholders. These shares cannot be traded on a public stock exchange.
- Director-Led Management: The company is managed by a board of directors, who are appointed by the shareholders and have specific legal responsibilities.
- Registration Requirements: Requires a minimum of one shareholder and two directors.
- Capital Raising: While it cannot raise capital from the public, it can secure private investment from venture capitalists or angel investors.
- Profit Retention: After-tax profits can be retained within the business to fund future growth.
Ideal for: Growing businesses, manufacturing, tech startups, and any enterprise seeking a credible, scalable structure with limited liability protection.
> See: Our Private Limited Company Registration Service
2. Private Business Corporation (PBC)
The Private Business Corporation (PBC) is a streamlined, flexible structure designed for smaller businesses and professional practices. It offers similar liability protection as a PLC but with simpler governance, making it a popular choice for smaller operations.
Key Features of a Zimbabwean PBC:
- Limited Liability for Members: All members enjoy protection of their personal assets from the corporation’s liabilities.
- Member-Based Structure: Must have between 1 and 20 members (owners). There are no directors or shareholders in the traditional sense.
- Simplified Governance: Decisions are made by the members directly through a Founding Statement and a Members’ Agreement, eliminating the need for a formal board of directors.
- Naming Requirement: The company name must end with “PBC” to signify its legal status.
- Simplified Compliance: Generally has less burdensome annual reporting requirements compared to a PLC.
- Ideal for Professionals: Perfect for consultants, architects, law firms, accounting practices, and family-run businesses.
Ideal for: Small businesses, professional service providers, freelancers, and partnerships seeking limited liability without complex corporate formalities.
> See: Our Private Business Corporation Registration Service
Requirements for company registration in Zimbabwe
Key Requirements for Company Registration in Zimbabwe
Successfully navigating the company registration process in Zimbabwe requires preparing specific documents and information. To ensure a smooth application with the Companies Registry, you must meet the following four essential requirements.
1. A Unique Company Name
Your proposed company name is the first critical step. The Registrar will reject any name that is:
- Already in use or too similar to an existing registered company.
- Misleading or deceptive to the public.
- Considered blasphemous, indecent, or offensive.
- Suggesting false government or official patronage without proven consent.
2. Detailed Director Information
You must provide complete details for all directors. This includes:
- Full name and surname (as on a government ID).
- National ID number or passport number.
- Official physical, postal and email address.
- Any former names.
- Date of birth
- Gender
- Nationality
This information is formally recorded on the CR6 (Director’s) Form.
3. Complete Shareholder Details
Similar to director data, you must submit identifying information for all shareholders, including:
- Full name and surname (as on a government ID).
- National ID number or passport number.
- Official physical, postal and email address.
- Any former names.
- Date of birth
- Gender
- Nationality.
This information is legally enshrined in the company’s Memorandum and Articles of Association.
4. Defined Company Objectives
You must clearly state the commercial activities the company will undertake. These are the official “objects” of the business. A company can list multiple objectives to allow for future growth and diversification into new business areas.
5. Additional Requirement: Registered Company Addresses
A company must also provide:
- A registered physical address (for official correspondence).
- A postal address.
- An email address for notifications.
> See: In depth article on requirements for company registration in Zimbabwe
Procedure for company registration in Zimbabwe
There are five important steps to the initial company registration procedure in Zimbabwe which include:
- Name Search and reservation: With Numeri, this can be done within 24 working hours with the approved name being reserved for up to 3 weeks from the application date. You can however further reserve the company name if it has expired.
- Appointment of company directors: This is done through the CR 6 form (former CR 14) and is usually prepared by your consultant. A director should be above the legal age of 16 years, and at least one being ordinarily a resident of Zimbabwe. The individual must also not have been previously disqualified from acting as a director or bankrupt.
- Appointment of company secretary(s): This is also done through the CR 6 form (former CR 14). A company secretary should be above the legal age of 16 years, and ordinarily a resident of Zimbabwe. The individual must also not have been previously disqualified from acting as a company secretary.
- Registering of company addresses: This is done through the CR 5 (former CR 6). The addresses should be a physical address which should be a Zimbabwean address, postal address and email address.
- Company incorporation: The official company registration documents are submitted at the Companies Registry for incorporation. This is done only through a registered consultant, registered with the Deeds, Companies and Intellectual Property (DCIP). After successful submission of the registration documents at the Companies Registry, the company is incorporated.
Company registration is a complex legal process and Its always advisable to consult with professionals to ensure compliance with specific rules and regulations governing company registration. At Numeri, we can assist you through the whole process.
> See: Our Company Registration Service
Documents you receive after registering a company in Zimbabwe
The company documents you will receive will differ with the type of company structure you choose.
For a Private Limited Company you will receive the following documents:
- Certificate of incorporation – a legal document issued by the Registrar of Companies showing that your company has been incorporated. Sets out the company name, number, date of incorporation, city where the company was registered, the signing registrar of companies and contains the registry seal.
- CR 5 (Former CR 6) – List of company addresses
- CR 6 (Former CR 14) – List of company directors
- Memorandum of Association – a legal statement signed by all initial shareholders or agreeing to form the company. It also shows the businesses objectives.
- Articles of association – written rules about running the company agreed by the shareholders or guarantors, directors and the company secretary
- Share certificates – an official document that serves as legal proof of ownership of a specified number of shares in a company.
- Combined company register – showing records of directors, secretaries, shareholders, beneficial owners etc.
For a Private Business Corporation you will receive the following documents:
- Certificate of incorporation
- CR 28 – showing your PBC’s information i.e. PBC name and number, objectives, addresses, accounting officer’s information and members information
Company registration prices in Zimbabwe
Our company registration prices range from US$180.00 to US$250.00 for a Private Limited Company and from US$100.00 to US$130.00 for a Private Limited Company depending on the company registration package you choose.
> See: Our Private Limited Company Packages
> See: Our Private Business Corporation Packages
Tax clearance
The law requires that a company registers with the Zimbabwe Revenue Authority (ZIMRA) within 30 days of starting to trade. Once you register, you will be issued a tax clearance. Basically, a tax clearance is a confirmation that a company has all its tax liabilities up to date and they owe nothing to the revenue authority.
> See: Our Tax Registration (Clearance) Service
Trade name registration
After registering your company, you may wish not trade with your official company name for different reasons. You can use an assumed name popularly known as a trade name. A trade name refers to the name under which a business operates which might not be the official registered name of the company for example a company called ABC (Private) Limited might use CBA as their trade name. However, since the introduction of the Companies and Other Business Entities Act (Chapter 24:32) all trade names should also be registered.
> See: Our Trade Name Registration Service
Corporate matters after company registration in Zimbabwe
After company registration, the company is required to hold its first board meeting to document or resolve initial corporate secretarial matters, including:
- Opening a bank account (subject to fulfilling the bank’s compliance requirements)
- Appointment of a chairperson
- Details of the registration of the company, the company addresses and initial directors
- Disclosure by the directors of any interest in contracts of the company
- Appointment of the company’s auditors
- Appointment of the company’s bankers
- Deciding on the company’s accounting reference date
- Details of the company’s initial share capital and the register of members
- Details of the company’s beneficial owners
- Registering with the Zimbabwe Revenue Authority (ZIMRA), payroll etc.
- Other items of pressing interest to the company
- Arrangements for the next meeting
It’s a legal requirement to record who is present and what is discussed in the meeting. Once formally written up, this record will become the minutes of the first directors’ meeting. When you register a company with us we will give you a free template of minutes for the first directors’ meeting. Although you’ll need to tailor our initial meeting minute template to match the contents of your first board meeting, you’ll get a good idea of the type of things that need to be included in the minutes.
Key authorities and legislation to be aware of
The main corporate legislation in Zimbabwe is contained in the Companies and Other Business Entities Act (Chapter 24:31). The company should also be aware of the following local authorities when doing business in Zimbabwe.
- Registrar of companies (Deeds, Companies and Intellectual Property)
- Zimbabwe Revenue Authority (ZIMRA)
- Local (City) Councils
- National Social Security Authority (NSAA)
- National Employment Council (NEC)
> See: Our Tax/ZIMRA Registration Service
> See: Our NSAA registration Service
Set up for success
Zimbabwe might be facing economic challenges. However, it is one of the easiest countries to set up a business. Better still, it helps to work with a trusted partner that has in-depth knowledge of Zimbabwe’s regulations to help smooth out your company registration process whilst you focus on your business.
Talk to us
Numeri can help you navigate all corporate secretarial hurdles. Whether you are registering a company in Zimbabwe or something else, Numeri has a team of experts with extensive local knowledge covering Business Establishment, Corporate Secretarial, Tax Compliance, Advisory and other regulatory requirements.
Want to know more about our services? Contact us today.
