Company Registration

What is company registration?

Company registration is the official process of turning your business into a legal company recognised by the law in Zimbabwe. It is done with the Registrar of Companies under the Companies and Other Business Entities Act.

Once registered, your company becomes a "legal person" in its own right. This means it can open a bank account, sign contracts, own property, employ staff and take on debts in its own name, separate from you as the owner. When the process is complete, you receive a certificate of incorporation, which is the official proof that your company legally exists.

Why is it important?

• Protection for you personally: in most cases, if the company runs into debt, creditors can claim from the company's assets and not from your home or personal savings. (There are exceptions, such as when you sign a personal guarantee or break the law.)
• Credibility: banks, suppliers, large clients and tender processes usually expect to deal with a properly registered company.
• Access to banking and finance: a company bank account and business loans generally require your registration documents.
• The starting point for compliance: registration comes before tax registration and other obligations such as employee contributions.
• Clear ownership: shares record exactly who owns what portion of the business, which makes it easier to bring in partners or investors, or to sell or pass on the business later.
• Continuity: a company carries on even if an owner leaves, retires or passes away.

What exactly do you assist with?

Some of these terms sound technical, so here is what each one means in plain language.

• Name reservations: we check that your chosen business name is available and not too similar to an existing company, then reserve it so nobody else can take it while your paperwork is prepared.
• Memorandum and Articles of Association: think of these as your company's rulebook. The memorandum states the company's name and what it will do, and the articles set out how it is run, including the powers of directors, shareholder meetings and how shares work. We prepare both to suit your business.
• Appointment of directors and secretaries: directors make the big decisions and manage the company, while the company secretary looks after the paperwork and legal compliance. We prepare the documents that officially appoint them.
• Registration or change of business address: every company must have an official "registered address" where legal letters can be delivered. We register yours, and update it if you move.
• Return of Allotments (CR 2): a "share" is a unit of ownership in a company. When the company issues new shares to people, this return informs the Registrar who received how many.
• Share transfers: when a shareholder sells or gives their shares to someone else, we prepare the transfer documents and update the records.
• Share certificates: a share certificate is the document that proves a person owns a certain number of shares in the company. We prepare and issue them.
• Preparation of the company register: this is the company's official record book listing its directors, shareholders, secretary and share details. The law requires it to be kept, and we set it up and keep it in order.
• Noting dates and submissions: some company filings must be made by certain dates. We keep track of these deadlines and make the submissions for you.
• Special resolutions: these are important company decisions that need a higher level of shareholder approval, such as changing the company's name or its rules. We draft the resolution and handle the filing.

How the process works

1. Talk to us. Tell us about your business and who will be involved, and we advise on the best set-up.
2. Name reservation. We check and reserve your preferred company name.
3. We prepare the documents. Your rulebook, director and secretary details, and registered address are all drawn up for you.
4. You review and sign. We explain each document before you sign it.
5. We submit to the Registrar. We handle the filing and any follow-up.
6. Your company is registered. You receive your certificate of incorporation and company records.