In a significant move towards modernizing the company registration processes in Zimbabwe, the Companies and Other Business Entities Act [Chapter 24:31] was introduced and came into effect on February 13, 2020. This new law replaced the older Companies Act [Chapter 24:03] and the Private Business Corporations Act [Chapter 24:11], bringing about a more streamlined approach to company registration and regulation.
A major change introduced by the Act is the shift from the traditional, paper-based registration process to a fully electronic system. Previously, registering a company required submitting physical documents, but now, companies can file their registration documents online, making the process faster and more efficient. Furthermore, Section 303(9) of the Act requires all companies initially registered under the old laws to re-register electronically under the new system, retaining their existing names and registration numbers. Initially, a twelve-month period was provided for this transition, but the deadline was later extended to December 31, 2024, although this date is yet to be officially gazetted.
To successfully complete this process, companies must submit the following information:
- Company Name
- Company Registration Number
- Scanned copies of all relevant registration documents, including the Certificate of Incorporation, CR5, CR6, and the Memorandum and Articles of Association. Companies re-registered before 2022 may have CR14 and CR6 instead of CR5 and CR6.
- Current details of all directors and shareholders.
- Updated annual returns with the Registrar of Companies.
- Minutes – Directors must pass minutes approving the re-registration, which should be filed with the company’s records.
- Resolution – Existing shareholders must sign a special resolution agreeing to the re-registration.
- Completion and submission of the company re-registration form to notify Companies and Intellectual Property of the re-registration.
These new requirements ensure that all companies operating in Zimbabwe are aligned with the current regulatory framework, supporting a more transparent and accessible corporate registration system.
Victor G. Madzikatire (LLB (Hons) Midlands State University)
Kudzai Banganwa (BA Law, LLB University of Pretoria)