Overview
To incorporate a Private Business Corporation (PBC) in Zimbabwe under Chapter 24:31 of 2019, every founding member must prepare an incorporation statement in the form prescribed by regulation. Section 248(1) requires the corporate name to end with “Private Business Corporation” or “PBC” in capitals, and to include the postal address for service (Section 31) and the physical registered office address (not a P.O. Box or private bag).
Section 248: Core Requirements
- Name: Must end with “Private Business Corporation” or “PBC”.
- Addresses: Postal address for service (s.31) and a physical registered office address (no P.O. Box/private bag).
- Members’ particulars: Full legal name, national ID (or other official ID if no national ID), date of birth for each member.
- Ownership interests: Each member’s percentage interest; all interests must total 100%.
- Capital contributions: Cash, property, or services for each member; include the fair value of any non-cash contribution.
- Accounting officer: Name an accounting officer and provide a postal address for receiving financial statements (s.274).
- Financial year-end: State the end date of the first financial year.
- Objects: Include the PBC’s objects per Section 248(2), subject to limitations in Section 27.
Signatures & Valuations
Under Section 248(3), every future member and the person qualified to act as accounting officer must sign the incorporation statement. By signing, members confirm accuracy of details and fairness of valuations (248(1)(f)). The accounting officer’s signature indicates no cause to believe any valuation is unfair (248(4)).
Lodgement & Certificate of Incorporation
After signing, lodge the incorporation statement for registration under Section 18 (registration of constitutive documents). Upon successful registration, the Companies Office issues a certificate of incorporation, confirming the PBC’s legal existence with full capacity to operate.
Private Business Corporation Incorporation FAQ
1) What is a Private Business Corporation?
A PBC is a simplified corporate vehicle that provides limited liability to members, combining partnership-like flexibility with company-style protection under Chapter 24:31 (2019).
2) What documents/information do I need?
- Prescribed incorporation statement form (s.248).
- Name ending with “Private Business Corporation” or “PBC”.
- Postal address for service and a physical registered office address (no P.O. Box/private bag).
- Full name, DOB, national ID/passport for each member; residential address, email and mobile (best practice).
- Members’ percentage interests (total 100%).
- Contribution details and fair values (cash, property, services).
- Accounting officer’s name & postal address; email/phone (best practice).
- First financial year-end; statement of objects (s.248(2)).
3) What must my objects include?
Clear, lawful business activities per Section 248(2), respecting restrictions in Section 27.
4) Who must sign?
All members and the proposed accounting officer (s.248(3)–(4)).
5) What does the accounting officer do?
They must be qualified under the Act; later examine and report on financial statements under Section 274.
6) How do I lodge?
Submit the signed statement and supporting documents to the Companies Office for registration under Section 18.
7) How long does it take?
Typically 5–10 business days with complete, correct documents; delays arise from omissions or valuation issues.
8) Can I change details later?
Yes—use amendment procedures and prescribed forms under the Act.
9) How can Africa Trade Solutions help?
We prepare/review statements, verify contributions/valuations, secure accounting officer acceptance, calculate fees, lodge with the Companies Office, and track to certificate issuance.
Private Business Corporation to Company Conversion FAQ
1) What is conversion?
Legal transformation of a PBC into a company. Section 250(1) requires a prescribed application plus all company formation documents.
2) Documents needed
- Application signed by all members (s.250(1)(a)).
- Company constitutive documents (MOI/Articles), proposed name, registered office & postal address.
- Directors’ details (names, IDs, addresses, emails, phones), share structure & subscribers.
- Objects (if required) and the prescribed conversion fee.
3) Who signs?
All current PBC members (s.250(1)(a)).
4) Where to submit?
Companies Office (in person or via available online portal) under Section 18; keep proof of submission and payment.
5) After submission
If compliant and not in default, the Registrar cancels the PBC and registers the company (s.250(2)(a)–(b)).
6) Duration
Usually 5–10 business days once complete.
7) Continuity
Section 250(3): the registered company is the same body corporate as the PBC—rights, obligations, assets, and liabilities are preserved.
8) Name change
Yes—propose a new name if desired; must comply with Section 26.
Private Limited Company Registration FAQ
1) What is a private limited company?
A separate legal entity with limited liability for shareholders under Chapter 24:31 (2019).
2) How do I reserve a name?
Apply to the Registrar using the prescribed form and fee; name must end with “Limited” or “Ltd” and not be identical/confusingly similar (s.26).
3) Directors/shareholders information
- Full name, ID/passport, DOB, email, phone, residential address for each director/shareholder.
- Corporate email and mobile for service of notices.
- Five preferred names (ranked) and share allocation percentages.
4) Minimum share capital?
No statutory minimum; state number and class of shares issued on incorporation.
5) Timelines
Typically 5–10 business days if complete and compliant.
6) After registration
Registrar issues certificate of incorporation; file annual returns and financial statements thereafter.
7) Amendments
Name, office, directors, capital, articles—follow prescribed amendment procedures and forms.
8) How ATS assists
Name searches/reservation, drafting MOI & Articles, director/subscriber forms, fees & payments, filing and tracking.
Incorporate Your PBC with Africa Trade Solutions
We handle preparation, valuations, accounting officer liaison, fees, lodgement, and tracking—end-to-end until your certificate is issued.
- Prescribed forms, correctly completed
- Contribution valuation checks
- Accounting officer acceptance
- Registrar filing & follow-up
Contact:
info@africatradesolutions.co.zw •
+263 (0) __ __ __ __ •
www.africatradesolutions.co.zw
Disclaimer
This article provides general information and is not legal advice. For entity-specific guidance, consult a professional advisor or engage Africa Trade Solutions.