Choosing directors in a hurry
Directors carry legal duties. Appoint people you trust and who understand their responsibilities, not just whoever is available.
Company registration & secretarial
Company Registration & Governance Guide
What you need to register a company in Zimbabwe, how a Private Limited Company compares with a Private Business Corporation, common pitfalls, and answers to the questions clients ask most.
Private Limited Company (Pvt Ltd)
- Proposed names: a few preferred names in order of priority for the name search.
- Directors: at least one director, aged 18 or over, with ID or passport and residential address.
- Shareholders: at least one shareholder, with the share split between them.
- Registered office: a physical street address in Zimbabwe (a P.O. Box alone is not enough).
- Company secretary: details of the person who will act as secretary.
- Business activity: a short description of what the company will do.
Private Business Corporation (PBC)
- Proposed names: a few preferred names for the name search.
- Members: one to twenty members, with IDs and physical addresses.
- Member contributions: the percentage each member contributes.
- Accounting officer: details of the appointed accounting officer.
- Registered office: a physical address in Zimbabwe.
| Feature | Private Limited Company (Pvt Ltd) | Private Business Corporation (PBC) |
|---|---|---|
| Best for | Businesses planning to grow, raise investment or bid for larger contracts | Small owner-run businesses wanting a simple structure |
| Owners | Shareholders holding shares | Members holding a percentage interest (one to twenty) |
| Management | Board of directors | Run by the members |
| Liability | Limited to the shares held | Limited to the member’s contribution |
| Bringing in investors | Straightforward: issue or transfer shares | Harder: changes to members and contributions |
| Tenders and banks | Widely recognised and preferred | Accepted, but less common for large contracts |
| Ongoing filings | Annual returns and updates to directors, secretary and registered office | Annual returns and changes to members |
No shareholders’ agreement
Without one, disagreements about money, exits or deadlock have no agreed answer. Put it in writing at the start.
Missing annual returns
Late or missing annual returns lead to penalties and can result in the company being deregistered.
Not updating changes
Changes of directors, secretary or address must be filed. Outdated records cause problems with banks, tenders and ZIMRA.
Mixing personal and company money
Keep a separate company bank account from day one. It protects you and keeps your books and tax simple.
Skipping the tax set-up
A new company also needs ZIMRA registration, and possibly VAT and PAYE. We do both together so nothing is missed.
How long does it take to register a company?
Once we have all the documents, the name search and registration are usually completed within a few working days, depending on the Registrar. We keep you updated at each step.
Can I register a company on my own?
Yes. A private company can have a single shareholder and a single director, as long as the other requirements are met.
Do foreign nationals need anything extra?
Foreign directors and shareholders provide passport copies and addresses. Depending on the sector, investment rules may also apply; we will advise you before you start.
What do I get at the end?
Your company registration documents and constitution, plus guidance on opening a bank account and registering with ZIMRA.
Can you change directors or our address later?
Yes. We file changes of directors, secretary and registered office, and prepare annual returns, so your records stay current.
This guide is general information. Requirements can change, so we confirm the current position with the Registrar before filing.
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