Company registration in Zimbabwe differs a little bit if you are registering a foreign company. A foreign company has a bit more that needs to be done. This article explore in depth on how to register a foreign company in Zimbabwe.
Requirements as to foreign companies
(1 ) No foreign company shall establish a place of business within Zimbabwe unless it is registered. Every foreign company which intends to establish a place of business in Zimbabwe shall submit:
(a ) A copy, duly certified to be a true copy of the original by your director residing in Zimbabwe or by a notary public, of its charter, statutes or memorandum and articles association or other instrument constituting or defining its constitution and, if the instrument is in a foreign language, a certified translation thereof;
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(b ) A list of your directors resident or who will upon the establishment of the place of business be resident in Zimbabwe;
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(c) If the foreign company is the subsidiary of another company or companies, the name or names of such holding company or companies as the case may be.
(d ) a notice in the prescribed form of the name and residential address of the person responsible for the management of its business in Zimbabwe, being a person who shall accept on its behalf service of process and any notice required to be served on it:
(e) the address of its principal place of business in Zimbabwe.
(2 ) Unless the Minister is of the opinion that it would not be in the public interest to do so, he shall issue a certificate, subject to such conditions as he sees fit, authorizing the foreign company to establish a place of business in Zimbabwe.
(4 ) If any alteration is made in—
(a ) The charter, statutes or memorandum and articles of a foreign company or other instrument as aforesaid;
or
(b ) the directors resident in Zimbabwe or the principal officer of a foreign company or their particulars;
or
(c) The address of the said principal place of business; the foreign company shall,
within one month of such alteration, update their company file by filing a return containing particulars of the alteration and, if the alteration is in any instrument in a foreign language, a certified translation, if need be, of the instrument showing the alteration.
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(5 ) Every foreign company shall, within one month after the date of a request in writing by the Registrar to that effect, lodge with the Registrar particulars of the name, residential address and nationality of every director of that foreign company who is not resident in Zimbabwe.
(6 ) Any process or notice required to be served on a foreign company shall be sufficiently served if delivered at the address of the principal officer:
Provided that—
(a ) where any such foreign company makes default in filing with the Registrar the name and address of its principal officer; or
(b ) if at any time the principal officer is dead or has ceased to reside in Zimbabwe or for any other reason cannot be served;
any process or notice may be served on the foreign company by leaving it at any place of business established by it in Zimbabwe.
(7 ) Every foreign company shall in every year make out a balance sheet and profit and loss account and, if the foreign company is a holding company, group accounts, in such form, and containing such particulars and including such documents as under this Act it would, had it been a company within the meaning of this Act, have been required to make out and lay before the company in general meeting and lodge a copy of such balance sheet, profit and loss account and group accounts, if any, with the Registrar. If such balance sheet and other documents are in a foreign language there shall be annexed a certified translation thereof:
Provided that this subsection shall not apply to a foreign company which is a banking company or an insur- ance company.
(8 ) Every foreign company shall, within one month after the 1st January in each year, lodge with the Registrar for registration a return in the prescribed form containing particulars of the nominal and issued share capital of the foreign company as at that date and such other particulars as may be prescribed:
Provided that a foreign company shall not be required to lodge such return in the year following that in which it was registered in Zimbabwe.
(9 ) If any foreign company ceases to have a place of business within Zimbabwe, it shall, within one month of such cessation, give written notice of the fact to the Registrar, and as from the date on which the notice is so given the obligation of the foreign company to deliver to the Registrar any document, save any document which should have been delivered prior to such cessation, shall cease.
(10) On receipt of a notice from a foreign company that it has ceased to have a place of business in Zimbabwe, the Registrar shall remove the name of that foreign company from the register and shall publish notice thereof in the Gazette.
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(11) When the Registrar has reasonable cause to believe that a foreign company has ceased to have a place of business in Zimbabwe, section three hundred and twenty shall apply, mutatis mutandis.
(13) If any foreign company—
(a ) establishes a place of business within Zimbabwe without being registered;
or
(b ) fails to comply with any other requirement of this section;
or
(c) fails to comply with any condition imposed upon any certificate which was issued in respect of the foreign company;
or
(d ) carries on business in Zimbabwe after the certificate which was issued in respect of the foreign company has been revoked;
The foreign company and every officer of the foreign company in Zimbabwe who is in default shall be guilty of an offence.
Note* These requirements do not apply to any foreign company which submits an application for an investment licence, intends to provide services as a bank or an insurer, intends to develop an area into an export processing zone area in terms of the Export Processing Zones Act.
We hope this article helped with the requirements for registering a company in Zimbabwe.
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