Introduction

In line with the Companies and Other Business Entities Act (COBE) [Chapter 24:31], all companies registered in Zimbabwe before April 2024 are required to re-register under the new electronic system. This reform aims to modernize corporate governance and ensure a transparent and efficient business environment.

Who Needs to Re-Register?

The re-registration requirement applies to:

  • Private Limited Companies (Pvt Ltd)
  • Public Limited Companies
  • Private Business Corporations (PBCs)
  • Partnerships
  • Non-Governmental Organizations (NGOs)
  • Sole Traders registered as business entities

Failure to re-register by the stipulated deadline will result in automatic deregistration and removal from the Companies Register.

Re-Registration Requirements

To successfully re-register, companies must provide:

  • Company name and registration number
  • Updated Memorandum and Articles of Association
  • Current information on directors and shareholders
  • Proof of up-to-date annual returns
  • Scanned copies of existing registration documents (Certificate of Incorporation, CR5, CR6)
  • Minutes from a board meeting approving the re-registration
  • A special resolution signed by shareholders agreeing to the re-registration
  • A signed affidavit affirming authority to proceed with re-registration

Re-Registration Process

  1. Create an Account: Register or log in to the Zimbabwe Registrar of Companies’ online portal.
  2. Complete the Application Form: Fill out the re-registration form with accurate details.
  3. Upload Documents: Submit the required company documents including Certificate of Incorporation, CR5, CR6, Memorandum and Articles of Association, and latest annual return.
  4. Pay the Fees: Fees vary depending on the company type, generally between USD 50 and USD 300.
  5. Submit and Await Approval: The Registrar of Companies will review the application.
  6. Receive New Certificate: Upon approval, a new registration certificate and other company documents will be issued.

Important Deadlines

The initial re-registration deadline was February 2021 but was extended due to delays in the online system. Companies were expected to complete re-registration by 31st December 2024. Non-compliance will result in automatic deregistration and removal from the companies register.

Consequences of Non-Compliance

Companies that fail to re-register will be struck off the companies register. This means they will no longer have legal standing to operate, and their company names may become available for registration by other entities.

Conclusion

Re-registering your company in Zimbabwe is essential to ensure compliance with the COBE regulations. Following the outlined steps will keep your business in good legal standing and allow it to operate smoothly. Re-registration also positions your company for growth in Zimbabwe’s evolving business environment.

For personalized guidance, consult professionals specializing in Zimbabwean corporate law and re-registration processes.