When registering a company in Zimbabwe, it’s essential to understand the key roles that drive a business forward. One of the most critical roles is that of the company director.

What is a Company Director?

A company director is an individual appointed to manage and oversee a company’s operations and strategic direction. Directors are responsible for making major decisions that affect the company’s growth, finances, and compliance, and they are ultimately accountable to the company’s shareholders. In Zimbabwe, directors are appointed by the shareholders and are sometimes referred to as board members.

Regardless of the company’s size, directors typically have the following responsibilities:

  • Setting the company’s strategic goals and long-term plans.
  • Overseeing financial performance, budgeting, and reporting.
  • Ensuring compliance with Zimbabwe’s legal and regulatory requirements.
  • Appointing and supervising senior management.
  • Representing the company to external stakeholders such as investors, customers, and regulators.
  • Making decisions on major investments, acquisitions, or partnerships.
  • Upholding ethical standards and promoting responsible corporate conduct.

Directors owe a fiduciary duty to act in the best interests of the company and its shareholders. They must avoid conflicts of interest and may face personal liability if they breach their duties or if the company is involved in misconduct.

Company Director vs. Shareholder (Member)

While company directors and shareholders are both vital to a company, their roles are distinctly different:

Aspect

Director

Shareholder

Appointment

Appointed by shareholders.

Own shares in the company.

Role

Manage daily operations and make strategic decisions.

Provide capital and exercise voting rights.

Legal Duty

Must act in the best interests of the company.

No direct duty to act in the company’s best interests.

Management Involvement

Active role in running the business.

No day-to-day management responsibilities.

In simple terms, directors run the company, while shareholders own the company.

Company Director vs. Company Secretary

In Zimbabwe, a Private Limited Company (PLC) must have at least two directors and one company secretary.

Here’s the difference:

Role

Responsibilities

Director

Oversees overall management, strategic decision-making, and representation of the company.

Company Secretary

Handles administrative tasks, maintains statutory records, files returns, and ensures compliance with legal obligations.

While directors focus on the “big picture,” the company secretary ensures that the company’s internal operations run smoothly and legally.

Changing Company Directors: Appointment, Resignation, and Updating Information

If there are any changes regarding a company director — whether it’s a change of name, residential address, appointment of a new director, or resignation — it’s mandatory to notify the Companies Registry of Zimbabwe within the prescribed timeframe.

Additionally, these changes must be recorded in the company’s statutory register of directors, which should be kept up-to-date at the company’s registered office (either in hard copy or electronically).