Zimbabwe
Corporate Guide

Are there any annual compliance requirements that a company must meet in Zimbabwe?

Yes. For private companies, public companies, cooperative companies and companies limited by guarantee, the following must be done post-formation:

• No later than 21 days after the date of the anniversary of its incorporation, the company must submit an annual return together with the prescribed fee.
• When the company intends to:
  • Change its address – the company secretary must file a notice of change of address.
  • Change the list of its directors and secretaries – the company secretary must file such notice.
  • Change its name – the company secretary must file a notice of change of company name and the special resolution, together with proof of advertisement of the change.
  • Amend or substitute its memorandum and articles of association – the company secretary must file such notice and special resolution.
  • Vary its share capital – the company secretary must file such notice of variation notice of con-version, consolidation and split of share capital, accompanied by special resolution.
  • Increase its share capital – the company secretary must file such notice of increase of share capital and special resolution.
  • Allot shares – the company secretary must file such notice of allotment of shares.
  • Change the address at which the Register of Mortgages and Debentures is kept or any change in that place – the company secretary must file such notice of change in address of Register of Mortgages and Debentures.
  • Change the address at which the branch register of members is kept or any change in that place – the company secretary must file such notice of change in address in the branch register of members.
  • Voluntarily wind-up – the company secretary must file such notice.
  • Convert from a private company to a private business corporation – the company secretary must file such notice.
• If after the formation of the company, any shareholder of a private company becomes the nominee shareholder for a beneficial owner who holds more than 20% of the shares of that company, the nominee shareholder shall within 30 days of becoming the nominee shareholder, disclose the particulars of such beneficial ownership to the company secretary who shall transmit such particulars to the Registrar together with the prescribed fee.
• For a private company and a cooperative, after the annual general meeting, the company secretary must file a declaration that the annual general meeting has been held (to be submitted by a company that has more than one shareholder) accompanied by the prescribed fee.
• For a public company, within one month of its formation and not more than three months after formation, it must hold a statutory instrument meeting, and the directors of the company are required to cause the certification of a statutory report to be filed before the meeting, with the registrar together with the prescribed fee.
• For a company limited by guarantee, it must no earlier than the anniversary of its incorporation or no later than 30 days thereafter, submit to the registrar a declaration of the continuance of its existence together with the prescribed fee. If such declaration is not timeously filed the registrar shall give to the association notice in writing of his or her intention to cause the Minister to withdraw the licence and shall allow it to submit in writing arguments in opposition to revocation before advising the Minister to withdraw the licence.

For a foreign company, the following must be done post-formation:

• Notify the office of the Registrar no later than 21 days after the date of the anniversary of its incorporation, of its annual returns together with the prescribed fee.
• When a foreign company intends to:
  • change its address, the company secretary must file a notice of change of address; or
  • change the list of its principal officers, must file such notice.
• Notify the office of the Registrar of any pending liquidation proceedings and changes made to its name, memorandum or charter, together with the prescribed fee no later than 30 days after such changes.

For voluntary registration of partnership agreements etc., the following must be done post-formation:

• No later than 14 days after any changes made to the constitutive document of an association registered voluntarily, the responsible person shall submit an original or copy of the change to the constitutive document together with the applicable form indicating amendments or changes to constitutive documents and the prescribed fee.
• The registration shall be valid for 12 months and may be renewed upon receipt by the Registrar of a form of declaration of continuance of existence of the association confirming that the association is still in existence.