What is the process of setting up a company in Zimbabwe?
The procedure for registering a public limited company, cooperative company, or private limited company in Zimbabwe generally follows two stages:
1. Name search
A request is made to the office of the Registrar of Companies and Other Business Entities (Registrar) for a search to be made of the preferred company names to ensure the names are available. The request is made together with payment of a prescribed fee. The purpose of an application for the reservation of a name is to get the authority of the Registrar to use a particular name. If the Registrar approves the application, the name will be reserved for a period of up to one month to enable registration of the company under that name. During this reservation period, no other company can be registered under the same name. The Registrar will not accept a name similar to that of another company, likely to mislead the public, or be indecent. The Registrar will provide a written notice of whether any of the names were accepted or if they were all rejected. This process takes three to six working days.
2. Incorporation and registration
After the company name has been successfully reserved, the memorandum and articles of association signed by the shareholders, together with the list of directors and notice of the situation of the company signed by either a director or secretary of the company, are submitted to the Registrar of Companies. Each shareholder must sign in their handwriting and specify the number of shares allocated to them. The Registrar will then register the entity and assign to it a registration number. A certificate of incorporation is also issued. The Registrar will put their seal, stamp and signature on the certificate of incorporation, memorandum and articles of association, list of directors and notice of the situation of the company to signify their authenticity. The company is also entered into the Company Registry and becomes searchable in the Registrar’s database. This process takes up to two weeks.
The procedure for registering a company limited by guarantee in Zimbabwe generally follows these four stages:
1. Name search
A request is made to the office of the Registrar for a search to be made of the preferred company names to ensure they are available in the manner described above.
2. Documentation submission
After the name has been successfully reserved, the memorandum signed by the members, the articles of association of the company limited by guarantee, the form for the registered place of business, and the list of members and secretaries, must be submitted to the Chief Registrar together with the prescribed fees, within 30 days of the name reservation.
3. Licence issuing
The Registrar then submits a recommendation to the Minister for the issuing of a licence to dispense with “Limited” in the company’s title. Following the Registrar’s recommendation, the Minister, if they approve the recommendation, will issue an approval letter to the Chief Registrar, who then notifies the company to advertise the approval in the Government Gazette at its own expense, not later than the second week after being notified by the Registrar. (The advertisement must specify the objects of the proposed company and notify potential objectors that they must lodge any objection in writing with the Chief Registrar no later than 14 days after the publishing of the advertisement). If, as a result of the advertisement, any person objects to the licensing of the proposed company, they may give notice in writing to the Registrar of their objection and the grounds on which the objection is based. The company is allowed to respond and make a submission for determination by the Registrar. If no objection is received or the objection has been disposed of by the Registrar, the Registrar will write to the Minister requesting that they issue the appropriate licence.
4. Certificate issued
Upon issuance of the licence, the Chief Registrar will issue the company with a certificate of incorporation for registration of a company limited by guarantee.
The procedure for registering a foreign company in Zimbabwe generally follows three stages:
1. Documentation submission
A foreign registered company intending to operate its business in Zimbabwe must submit notarised copies of its charter, statutes memorandum and articles or other instrument constituting or defining its constitution. If the instrument is in a foreign language, a certified translation must be included together with the list of documents required for registration by a foreign company, its registered place of business in Zimbabwe, and its list of directors and secretaries, together with the prescribed fee.
2. Company certificate
The Minister shall issue to a successful applicant, for a foreign registered company, a certificate authorising the foreign company to establish a place of business in Zimbabwe.
3. Certificate of registration
The Registrar issues a certificate of registration of the foreign company.
The procedure for registering a private business corporation in Zimbabwe generally follows these three stages:
1. Name search
A request is made to the office of the Registrar for a search to be made of the preferred company names, to ensure the names are available.
2. Documentation submission
After successful reservation of the company name, the applicant must within 30 days of receiving such notice, submit in duplicate the private business corporation incorporation statement together with the accounting officer's professional certificate and the prescribed fee.
3. Certificate of incorporation
The Registrar will issue a certificate of incorporation to the successful applicant for registration of a private business corporation.