With the enactment of the Companies and Other Business Entities Act (COBE) in 2019, all companies in Zimbabwe registered before April 2024 are required to reregister to comply with the new regulations. This article will guide you through the steps, requirements, and costs of reregistering your company, ensuring a smooth and timely process.

1. Why Reregistration is Necessary

The COBE modernizes Zimbabwe’s corporate laws, replacing the old Companies Act. Companies registered under the previous act must reregister to align with the new legal framework. This process is mandatory to avoid penalties or even deregistration, which can severely impact business operations.

2. Who Needs to Reregister?

All companies registered before April 2024 must reregister. This includes:

– Private Limited Companies (Pvt Ltd)

– Public Limited Companies

– Partnerships

– Non-Governmental Organizations (NGOs)

– Sole Traders registered as business entities

3. Reregistration Requirements

To successfully reregister, your company must meet the following criteria:

– Company Name : Confirm your company name complies with COBE naming conventions.

– Company Registration Number : You will need your original registration number.

– Memorandum and Articles of Association: Ensure these documents are updated and reflect the current operational structure.

– Directors and Shareholders Information : Current details of all directors and shareholders.

– Annual Returns : All outstanding annual returns must be submitted and up-to-date to qualify for reregistration.

4. Step-by-Step Reregistration Process

Step 1: Online Application

Reregistration is done through the Zimbabwe Registrar of Companies’ online portal. Begin by creating an account or logging into an existing one.

Step 2: Complete the Application Form

Fill out the reregistration form, ensuring that all details are accurate. Include updated information as needed.

Step 3: Upload Documents

Upload the required documents, such as the Memorandum and Articles of Association, updated directors’ and shareholders’ information, and proof of up-to-date annual returns.

Step 4: Pay the Fees

The reregistration fee depends on the type and size of your business. Payment can be made online via the portal.

Step 5: Submission and Review

Submit your application for review. The Registrar of Companies will verify the information and documents provided.

Step 6: Issuance of New Certificate

Upon approval, you will receive a new registration certificate under the COBE, confirming your compliance with current laws.

5. Reregistration Costs

The costs associated with reregistration vary based on the company type. Expect fees ranging from USD 50 to USD 300. Larger or more complex companies may incur additional costs.

6. Challenges and Tips

– Document Accuracy : Ensure all documents, particularly the Memorandum and Articles of Association, are accurate and up-to-date.

– Technical Glitches : Be prepared for potential issues with the online portal; saving your progress frequently can help.

– Annual Returns Compliance : Ensure all annual returns are submitted and current, as this is a crucial requirement for reregistration.

Reregistration is an opportunity to review and update your company’s legal standing. Ensure compliance with tax obligations, labor laws, and other relevant regulations. Consulting with a legal expert is advisable to avoid any pitfalls.

8. Importance of Timely Reregistration

It is essential to complete the reregistration process before the specified deadline. Late reregistration may result in penalties, additional fees, or even the risk of having your company deregistered.

9. Post-Reregistration Obligations

After reregistration, your company must maintain compliance by submitting annual returns, holding required shareholder meetings, and staying up-to-date with tax filings.

Conclusion

Reregistering your company in Zimbabwe is a critical process to ensure compliance with the new COBE regulations. By following the outlined steps, your company will remain in good legal standing and continue to operate smoothly. Reregistration not only keeps your business compliant but also positions it for growth in Zimbabwe’s evolving business environment. Ensure that all annual returns are up-to-date to qualify for the process and avoid potential legal complications.