Zimbabwe
Corporate Guide

What are the different types of companies that can be incorporated in Zimbabwe?

Public limited company

This is a limited liability company whose shares can be bought and sold publicly on the stock exchange.

Private limited company

This is a company which by its articles:

• Restricts the right to transfer its shares;
• Limits the number of its shareholders to 50, not including persons who are employed by the company and persons who, having been formerly employed by the company, were while in that employment and have continued, after the termination of that employment, to be members of the company; and 
• Prohibits any invitation to the public to subscribe for any shares or debentures of the company.

Company limited by guarantee

A company having no share capital but having the liability of its members limited by the memorandum to such amount as the members (guarantors) may respectively contribute to the assets of the company, in the event of its being wound up. It is most commonly used by non-profit organisations such as sports clubs, societies, and charities. The personal assets of its members (guarantors) are protected from being used for company debts, and they are liable only for the amount agreed by their guarantees.

Co-operative Company

This is a company that: 

• In its memorandum it states that its main object is one or another or both of the following: 
  • the provisions for its members, of a service facilitating the production or marketing of agricultural produce or livestock; and
  • the sale of goods to its members.
• By its articles: 
  • restricts the right to transfer its shares; 
  • provides that its ordinary shares shall be of one class only;
  • fixes a limit to the number of shares which may be held by any one member;
  • regulates the voting rights of its members under section 89;
  • limits the dividend which may be paid on its shares to a rate not exceeding 10% per annum on the amounts paid up thereon; and 
  • provides for the distribution of a part or the whole of its profits amongst its members based on certain or all of their business transactions with the company. 

Foreign company

A company or other association of persons incorporated outside Zimbabwe which has established a place of business in Zimbabwe.

Private business corporation

This is a company incorporated by one or more persons, not exceeding 20, subscribing their names to an incorporation statement. A private business corporation does not have any directors, shareholders or guarantors; instead, it has members and is typically ideal for small businesses or home industries and professionals who normally operate as individuals such as lawyers, doctors, or architects but whose members require limited liability.

Voluntary registration of agreements about partnerships, syndicates, joint ventures and certain associations of persons.