As a director of a company you have duties to your company, shareholders under the Companies Act Chapter (23:03). As a director of a company, you must take on the following responsibilities:

Responsibilities of directors : Adhere to the Company's rules laid down in its articles of association.

1. Adhere To The Company’s rules laid down in its articles of association.

You must work within the limits of the company’s constitution, that is, the company’s articles of association. The articles of association are written down rules on how to run the company agreed by all the shareholders or guarantors, directors and the company secretary.

Responsibilities of directors : Keep the company's records and report changes

2. Keep The Company’s Records And Report Changes

Generally these are called company secretarial services. There are two types of records to be kept by the directors which are:

  • The company’s
  • The company’s financial and accounting records

Records about the company

You must keep details of:

  • Company secretaries, shareholders and directors.
  • The outcomes of any shareholder resolutions.
  • Debentures and who they are owed.
  • Indemnities.
  • Share transactions.
  • Mortgages and loans secured against the company’s assets.

Company changes you must report

You must report these changes:

  • Change in company’s office address
  • Your business’ contact details change – for example, your name, gender, business name or your personal or trading address.
  • directors or their personal details, like their address
  • company secretaries (appointing a new one or ending an existing one’s appointment)

How to report changes to Companies House

You can report them through your business consultant.

Get help

For professional help regarding these Secretarial Services, please Contact Us.

Responsibilities of directors : file your accounts and your company tax returns

3. File Your Accounts And Your Company Tax Return

Get help

For professional help regarding these Services, please Contact Us.

Responsibilities of directors : Inform co-shareholders if you might benefit from a transaction the company makes

4. Inform Co-Shareholders If You Might Personally Benefit From a Transaction The Company Makes

If a director is directly or indirectly going to personally benefit from any transaction or arrangement with the company, they must declare the nature and extent of that benefit to the other directors. In the case of a proposed transaction you must do this before it is entered into. In the case of an existing transaction you must do this as soon as reasonably practicable.

This responsibility is not contravened if:

  • The directors interest in the transaction cannot be regarded as giving rise to a conflict of interest.
  • The director has not declared an interest because he is unaware of the transaction or the other directors are aware of the interest.

Responsibilities of directors : Pay your taxes

5. Pay Your Taxes

You must pay Tax on profits from doing business in Zimbabwe as:

  • A company
  • A trust
  • Individual
  • Private Business Corporation (PBC)
  • Partnership
  • Association, Cooperative etc

The Revenue Authority – Zimbabwe Revenue Authority (ZIMRA), does not sent you any bill or request for payment for your taxes unless on special circumstances. There are specific things you must do to work out, pay and report your tax.

  1. Register for Tax (ZIMRA) within 60 days of registering your company.
  2. Keep accounting records such as invoices and receipts and prepare a Company Tax Return to work out how much Tax to pay.
  3. Pay Tax or report nil returns.
  4. File your Company Tax Return by your deadline

Get help

If you need help with any Tax (ZIMRA) services, you can contact us.

You should note that you may be fined, prosecuted or disqualified if you do not meet your responsibilities as a director.

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