If you’re looking to expand your business into Zimbabwe, registering a foreign company is the first essential step. The process is slightly different from registering a local company, with a few additional requirements. In this updated 2025 guide, we walk you through everything you need to know about foreign company registration in Zimbabwe, including documentation, compliance requirements, and legal obligations.
What is a Foreign Company?
A foreign company is any company incorporated outside Zimbabwe that seeks to establish a physical or operational presence within Zimbabwe. Before conducting any business activities, such a company must be registered with the Zimbabwe Registrar of Companies.
Legal Requirements for Registering a Foreign Company in Zimbabwe
According to the Companies and Other Business Entities Act (Chapter 24:31), no foreign company may operate in Zimbabwe without official registration. Below are the required steps and documents.
1. Submit Foundational Documents
The company must submit the following to the Registrar of Companies:
- Certified copy of the company’s:
- Charter
- Statutes or Articles of Association
- Memorandum of Association or equivalent incorporation documents
- If the document is in a foreign language, it must be translated and certified.
Need help drafting or translating these documents? Our team can assist you.
2. Appoint Local Representation
- A list of directors residing or who will reside in Zimbabwe upon registration.
- Details of a principal officer responsible for the management of operations in Zimbabwe. This person must be available to accept legal documents on behalf of the company.
Don’t have a local director? We offer Proxy Director services to get you started.
3. Declare Holding Companies (If Any)
- If your foreign company is a subsidiary, disclose the name(s) of the holding company or parent companies.
4. Provide a Zimbabwean Business Address
- Submit the physical address of your principal place of business in Zimbabwe.
5. Certificate of Registration
If all conditions are met and the application is approved, the Minister of Industry and Commerce will issue a Certificate of Registration, authorizing you to operate in Zimbabwe.
Ongoing Compliance for Foreign Companies in Zimbabwe
Once registered, foreign companies must comply with several ongoing obligations:
1. Notify Changes
Any changes to the following must be reported within one month:
- Company constitution (e.g., Articles of Association)
- Local directors or principal officers
- Local business address
- Certified translations must be provided for documents in other languages.
2. Annual Financial Reports
Each year, a foreign company must:
- Prepare a balance sheet, profit and loss account, and group accounts (if a holding company)
- Submit these to the Registrar
- Reports in foreign languages must be accompanied by certified translations.
Exceptions apply to banking and insurance companies.
3. Annual Return Filing
Every year (except the year following registration), foreign companies must:
- File an annual return detailing share capital and other prescribed particulars
- Submit it by January 31st
4. Updates on Non-Resident Directors
Upon written request by the Registrar, the company must disclose:
- Name, residential address, and nationality of each non-resident director.
5. Ceasing Operations in Zimbabwe
If the foreign company ceases to operate in Zimbabwe:
- Notify the Registrar within one month
- Your company will be removed from the register, and a notice published in the Government Gazette.
We offer De-Registration Services to simplify this process.
Penalties for Non-Compliance
Failing to meet the above requirements can lead to severe consequences, including:
- Fines or prosecution for unauthorized operation
- Revocation of registration certificate
- Legal action against responsible officers
Exemptions
These rules do not apply to:
- Companies applying for an investment licence
- Foreign banks or insurance companies
- Investors developing Export Processing Zones (EPZs)
Conclusion
Registering a foreign company in Zimbabwe is a structured legal process that ensures your business operates within the framework of local laws. Compliance isn’t just recommended—it’s required.
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