Since January 2024, all domestic companies and private business corporations incorporated under the repealed Companies Act or repealed Private Business Corporations Act have been required to re-register under the new Companies and Other Business Entities Act. Section 303(9) mandates that “A company or private business corporation referred to in subsection (8) must within a period of twelve months from the effective date re-register under this Act by submitting the form in the Tenth Schedule as may be appropriate, together with the fee and other documentation as may be required in terms of that form.”

Failure to re-register by the January 2025 deadline triggers automatic strike-off. Section 303(12) warns that “The effect of failing to re-register in terms of subsection (9) is that the existing company or private business corporation will be struck off the register with effect from the expiry of the period of twelve months referred to in that subsection, and subject to this section, will no longer be able to carry on business as a company or private business corporation.”

The re-registration exercise is designed both to establish a clean, updated register and to remove defunct entities. Section 303(10) explains the object “is twofold, namely— (a) to establish a new and updated register of companies and private business corporations; (b) to expunge apparently defunct business entities from the register, that is to say a company or private business corporation which appears to the Registrar to be defunct because— (i) it is not submitting … statutory returns … and (ii) it appears … to be inactive in business.”

Importantly, re-registration does not create a new legal entity or interrupt corporate continuity. Section 303(13) clarifies that re-registration “does not— (a) create a new legal entity; or (b) prejudice or affect the identity of the body corporate constituted by the company or private business corporation; or (c) affect the property, rights or obligations of the company or private business corporation; or (d) affect legal or other proceedings by or against the company or private business corporation.”

1. What is re-registration? Re-registration is the process by which all companies and private business corporations in Zimbabwe must update their registration details to comply with the Companies and Other Business Entities Act (Chapter 24:31) of 2019.
2. Why is re-registration required? The re-registration requirement ensures alignment with the new legal framework introduced by the Act. It promotes transparency, strengthens regulatory oversight, and updates company records to reflect current information.
3. When did the re-registration process start? The re-registration process began in January 2024, following transitional provisions in Section 303 of the Act.
4. What is the deadline for re-registration? All companies and private business corporations must complete re-registration by twelve months from their effective date in January 2025.
5. What happens if I don’t re-register? Failure to re-register by the deadline will result in your entity being struck off the register (Section 303(12)), leading to loss of legal recognition and inability to carry on business as a company or PBC.
6. Does re-registration affect my company’s legal status? No. Section 303(13) clarifies that re-registration does not create a new legal entity, affect your company’s continuity, property, rights, obligations, or ongoing legal proceedings.
7. What documents are needed for re-registration?
   • Form in the Tenth Schedule (as prescribed)
   • Certificate of Incorporation
   • Memorandum and Articles of Association
   • Updated directors’ details
   • Registered office address
   • Any additional documents specified by the Registrar
8. How can Africa Trade Solutions help? Africa Trade Solutions offers end-to-end support:
   • Preparing and reviewing all forms and documents
   • Calculating and processing re-registration fees
   • Submitting applications to the Companies Office
   • Liaising with the Registrar to confirm successful re-registration
   • Advising on related compliance matters

   Contact Africa Trade Solutions today to secure your compliance and maintain your corporate standing.

To incorporate a private business corporation under Chapter 24 31 of 2019, every founding member must prepare an incorporation statement in the form prescribed by regulation. Section 248 Subsection 1 directs that this statement shall set out the corporate name ending with the words Private Business Corporation or the letters P B C in capitals and shall include the postal address for service under Section 31. It must also specify the physical address of the registered office which cannot be a post office box or a private bag number as required by Section 31.

Section 248 Subsection 1 further requires that the full legal name of each member be listed alongside his or her national identity number or, where no such number exists, the number of another official identity document and the member’s date of birth. Each member’s interest must be expressed as a percentage of the whole corporate shareholding so that all interests sum to one hundred percent. The statement must describe the contribution of each member to corporate capital, categorising each contribution into cash property or services and stating the fair value of any non cash contribution.

An accounting officer must be named in the incorporation statement together with a postal address to which financial statements will be submitted in terms of Section 274. The date marking the end of the first financial year of the private business corporation must also appear, ensuring clarity from the outset on reporting cycles.

Section 248 Subsection 2 mandates that the statement include the objects of the private business corporation subject to the limitations of Section 27, thereby defining the scope of lawful corporate activity. This requirement prevents incorporators from adopting ambiguous or overly broad purposes that could expose the corporation to regulatory risk.

Signatures play a pivotal role in validating the incorporation statement. Section 248 Subsection 3 obliges every future member and the person qualified to act as the accounting officer to sign the statement. By appending their signatures, members confirm the accuracy of each detail and the fairness of any valuation under Subsection 1 f. The accounting officer’s signature signals that he or she has no cause to believe any valuation to be unfair as specified in Subsection 4.

Once the incorporation statement has been signed, it must be lodged for registration under Section 18 which governs the registration of constitutive documents. Upon successful registration the Companies Office will issue a certificate of incorporation, signifying that the private business corporation has come into legal existence with full capacity to operate.

1. What is a Private Business Corporation A Private Business Corporation (PBC) is a simplified corporate vehicle with limited liability for its members. It combines the flexibility of a partnership with the legal protection of a company under the Companies and Other Business Entities Act (Chapter 24 31 of 2019).
2. What documents do I need to register as a PBC
   • Incorporation statement in the prescribed form stating: •
   • Name ending with “Private Business Corporation” or “PBC” (Section 248(1)(a))
   • Postal address for service and physical registered office address (no PO box or private bag) (Section 248(1)(b) and (c))
   • Corporate email address and dedicated phone number for compliance notices
   • Full name, date of birth, national identity number or passport number for each member (Section 248(1)(d))
   • Member residential addresses, personal email addresses and mobile numbers for each member
   • Percentage interest of each member (must total 100 percent) (Section 248(1)(e))
   • Detail and fair value of each member’s contribution in cash, property or services (Section 248(1)(f))
   • Name, postal address, email address and telephone number of the accounting officer (Section 248(1)(g))
   • Proposed financial year-end date (Section 248(1)(h))
   • Statement of objects of the PBC, subject to Section 27 restrictions (Section 248(2))
3. What information must my incorporation statement include Your statement must set out the objects of the PBC as required by Section 248(2) and comply with the form prescribed by regulation. This ensures your PBC’s scope of business is clear and lawful.
4. Who must sign the incorporation statement Every person who will become a member on incorporation must sign the incorporation statement, along with the individual qualified to serve as accounting officer (Section 248(3)). Member signatures confirm correctness of all details and fairness of valuations, and the accounting officer’s signature confirms no cause to believe any valuation is unfair (Section 248(4)).
5. What role does the accounting officer play The accounting officer you name in the incorporation statement (Section 248(1)(g)) must be qualified under the Act and agree to accept the appointment. They will examine and report on your financial statements under Section 274 once your PBC is operational.
6. How do I lodge my incorporation statement Submit the signed incorporation statement and supporting documents to the Companies Office for registration under Section 18. Once approved, you will receive a certificate of incorporation confirming your PBC’s legal existence.
7. How long does registration take Turnaround times vary but typically range from five to ten business days, provided your documents are complete and correctly formatted. Delays often arise from missing information or unverified valuations.
8. Can I change my PBC’s details after incorporation Yes. After registration you may change your PBC’s name, registered office, member interests, or other particulars by following the amendment procedures prescribed in the Act.
9. How can Africa Trade Solutions support my PBC incorporation Our team prepares and reviews your incorporation statement, verifies member contributions and valuations, secures accounting officer acceptance, calculates and processes fees, and lodges all documentation with the Companies Office. We track your application through to issuance of your certificate of incorporation, ensuring swift and compliant formation of your PBC. Contact Africa Trade Solutions today to get started.

1. What is conversion of a PBC into a company Conversion is the legal process by which a private business corporation transforms into a company under the Companies and Other Business Entities Act. Section 250(1) requires a PBC wishing to convert to deliver a prescribed application and all documents necessary for company formation.
2. What documents and information are needed for conversion
   • Application in the prescribed form signed by all members (Section 250(1)(a))
   • Constitutive documents required for a company under the Act, including:
     • – Memorandum of Incorporation and Articles of Association
     • – Proposed company name and abbreviation (if any)
     • – Registered office and postal address
     • – List of directors with full names, identity numbers, addresses, emails, and phone numbers
     • – Share capital structure and subscriber details
     • – Statement of objects (if required)
   • Prescribed conversion fee at the time of submission
3. Who must sign the conversion application All current members of the PBC must sign the application (Section 250(1)(a)). Their signatures confirm agreement to cancel the PBC registration and to adopt the new company’s constitution.
4. How and where do I submit the conversion application Submit the signed application and supporting company documents to the Companies Office for registration under Section 18. You may lodge in person at the Companies Office registry or via any available online portal. Retain proof of submission and payment receipt.
5. What happens after I submit the application If the Registrar is satisfied the PBC has complied with Section 250(1) and is not in default under the Act, the Registrar will cancel the PBC’s registration and proceed to register the new company under Section 250(2)(a)–(b).
6. How long does the conversion process take Conversion typically takes 5–10 business days from the date of complete and correct submission. Delays can occur if documents are incomplete or require clarification.
7. Does conversion affect the PBC’s legal identity or continuity No. Section 250(3) declares that the company registered under this section is the same body corporate as the PBC from which it was converted, preserving all existing rights, obligations, assets, and liabilities.
8. Can I change my entity’s name during conversion Yes. You may propose a new company name in your application. If you wish to retain your PBC name, ensure it complies with company naming rules under Section 26 of the Act.

1. What is a private limited company A private limited company is a separate legal entity with limited liability for its shareholders. Under the Companies and Other Business Entities Act (Chapter 24 31 of 2019), it combines capital-raising capacity with strict ownership controls.
2. How do I reserve a company name You must apply in writing to the Registrar using the prescribed form and pay the reservation fee. Section 26 requires your proposed name to end with Limited or Ltd and prohibits names that are identical or too similar to existing entities.
3. What information is needed for directors and shareholders
   • Full name, national identity or passport number, date of birth, email addresses, phone numbers, and residential address for each director and shareholder
   • Corporate email address and mobile number for service of notices
   • Preferred 5 names of your company in order of preference
   • Share Allocation Percentages
4. How much share capital is required There is no minimum share capital, but you must state the number and class of shares issued on incorporation.
5. How long does registration take Provided your application is complete and compliant, registration typically takes five to ten business days. Delays may occur if valuations need review or if there are name objections.
6. What happens after registration The Registrar issues a certificate of incorporation confirming your company’s legal existence. You will receive a company registration number, and your company must thereafter file annual returns and financial statements as required under the Act.
7. Can I amend my company’s details after incorporation Yes. Changes to name, registered office, directors, share capital or articles of association follow the amendment procedures prescribed in the Act, using the relevant prescribed forms.
8. How can Africa Trade Solutions assist Africa Trade Solutions provides end-to-end support:
   • Name availability searches and reservation
   • Drafting and reviewing memoranda and articles
   • Preparing and verifying director and subscriber forms
   • Calculating fees and managing payments
   • Lodging documents with the Companies Office and tracking progress

As a trusted consultancy, Africa Trade Solutions assists clients in registering various types of business entities in Zimbabwe under the Companies and Other Business Entities Act (Chapter 24:31 of 2019). Below are the types of entities we can help you register, as outlined in Section 5 of the Act:

1. Private Limited Company A company formed by one or more persons, where the liability of members is limited to the amount unpaid on their shares. It cannot offer shares to the public.
2. Public Limited Company A company that may offer its shares to the public and is subject to stricter regulatory requirements. Ideal for larger enterprises seeking investment through public share offerings.
3. Company Limited by Guarantee A non-profit entity where members’ liability is limited to the amount they agree to contribute in the event of winding up. Commonly used for charities and associations.
4. Private Business Corporation (PBC) A simplified business structure suitable for small enterprises. Members can be individuals or corporate entities, and liability is limited.
5. Co-operative Company A company formed to serve the mutual interests of its members, typically in sectors like agriculture, retail, or housing.
6. Foreign Company A company incorporated outside Zimbabwe that establishes a place of business within Zimbabwe. Registration is required to legally operate in the country.
7. Partnerships, Syndicates, Joint Ventures, and Associations While partnerships, syndicates, joint ventures, and certain associations of persons are not companies, Section 5(g) allows voluntary registration under the Act, providing legal recognition and enhanced governance.

Africa Trade Solutions provides expert guidance and end-to-end support for registering any of the above entities. Our services include:

• Advisory on selecting the most suitable entity type for your business goals
• Preparation and submission of all required documentation
• Liaison with the Companies Registry and follow-through on all filings
• Post-registration compliance support

1. Can I change my company or PBC name? Yes. Registered companies and Private Business Corporations (PBCs) may apply to change their name, subject to approval by the Registrar of Companies.
2. What approvals are needed? You must obtain the Registrar’s written approval to ensure the new name is unique and complies with naming regulations under the Act.
3. What documents must be submitted?
   • Application for Name Change
   • Current Certificate of Incorporation
   • Special resolution approving the name change
   • Updated Memorandum and Articles of Association (if amended)
   • Payment of prescribed fees
4. Is publication required? Yes. After approval, you must publish the name change notice in the Government Gazette and in a daily newspaper circulating in the district of your registered office.
5. What happens after the name change? The Registrar issues a Certificate of Name Change. You must then update all statutory registers, contracts, bank accounts, licenses, and other official records to reflect the new name.
6. Does it affect legal rights or obligations? No. A change of name does not alter the legal identity, rights, obligations, or pending legal proceedings of the entity. All existing contracts and liabilities continue under the new name without interruption.
7. How can Africa Trade Solutions assist? Africa Trade Solutions offers full-service support:
   • Conducting name availability searches and reservation
   • Preparing and filing all required documents
   • Liaising with the Companies Registry on your behalf
   • Arranging publication in the Gazette and newspaper
   • Advising on updating post-change records and registrations