Register a Company in Zimbabwe: Step by Step Guide.

How to Register a Company in Zimbabwe

To register a company in Zimbabwe, you need to reserve your company name with the Companies and Intellectual Property Office (CIPO), draft your Memorandum and Articles of Association, submit your registration documents to the Registrar of Companies, pay the prescribed fees, and then collect your Certificate of Incorporation. The process is governed by the Companies and Other Business Entities Act [Chapter 24:31], which replaced the old Companies Act in 2020 and introduced new entity types like the Private Business Corporation.

As a South African entrepreneur, you can register a company in Zimbabwe, but you will also need to comply with foreign investment rules, which means applying for an investment licence through the Zimbabwe Investment and Development Agency (ZIDA). This article walks you through the full process in the correct order.

Choose Your Business Entity Type

Before you start the registration process, you need to decide which type of company you want to register. Zimbabwe offers several options under the Companies and Other Business Entities Act.

The most common types are:

1. Private Limited Company. This is the most popular structure for small and medium businesses. It limits the liability of shareholders and requires at least one director and one shareholder.
2. Public Limited Company. This is for larger businesses that may want to raise capital from the public. It has stricter reporting requirements.
3. Private Business Corporation (PBC). This is a simpler structure designed for small businesses. It has fewer compliance requirements than a private limited company and does not require audited financial statements.
4. Cooperative. This is for member-owned businesses, often used in agriculture and community projects.

For most South African entrepreneurs starting a business in Zimbabwe, a Private Limited Company is the recommended structure because it offers limited liability and is recognised by banks and funders.

Step 1: Reserve Your Company Name

The first step in the registration process is to search and reserve your company name with CIPO. You can do this online through the CIPO online portal or in person at the CIPO offices in Harare.

You will need to submit a name search application with up to three proposed names, listed in order of preference. CIPO will check whether the names are available and not already in use by another company. If your first choice is taken, they will check your second and third choices.

Once a name is approved, it is reserved for a limited period while you complete the rest of the registration process. You must pay a name search fee and a name reservation fee at the time of submission.

Step 2: Prepare Your Registration Documents

After your name is reserved, you need to prepare the key registration documents. These are the legal foundation of your company and must comply with the Companies and Other Business Entities Act.

The main documents you need are:

1. Memorandum of Association. This sets out the company's name, registered office, objectives, share capital, and the liability of shareholders.
2. Articles of Association. This governs the internal rules of the company, including how directors are appointed, how meetings are conducted, and how shares are transferred.
3. CR1 Form. This is the application for company registration form required by CIPO.
4. CR2 Form. This is the registered office and postal address form.
5. CR4 Form. This is the consent to act as director or secretary form.
6. CR5 Form. This is the statement of share capital and shareholders' details.

You will also need certified copies of the directors' and shareholders' identification documents. As a South African, you can use your South African ID or passport, but the copies must be certified.

Step 3: Submit Documents to the Registrar of Companies

Once your documents are prepared, you submit them to the Registrar of Companies at CIPO. You can submit them online through the CIPO portal or in person at the CIPO offices.

At this stage you will pay the company registration fee. The fee depends on the type of company and the amount of authorised share capital. Make sure you have the correct fee schedule from CIPO before you submit, as fees can change.

After submission, the Registrar reviews your documents. If everything is in order, the Registrar issues a Certificate of Incorporation, which is the legal proof that your company exists.

Step 4: Get an Investment Licence from ZIDA

As a foreign investor, you need to obtain an investment licence from the Zimbabwe Investment and Development Agency (ZIDA). This is a legal requirement under the Zimbabwe Investment and Development Agency Act for foreign investors who want to operate a business in Zimbabwe.

To apply for a ZIDA investment licence, you will need:

1. A completed ZIDA application form.
2. Your Certificate of Incorporation from CIPO.
3. A business plan or project proposal.
4. Proof of source of funds.
5. Certified copies of the directors' and shareholders' identification documents.
6. Payment of the prescribed application fee.

ZIDA reviews your application and, if approved, issues an investment licence. This licence gives you the legal right to operate as a foreign investor in Zimbabwe and may come with certain incentives depending on your sector.

Step 5: Register with ZIMRA for Tax

Once your company is registered and you have your Certificate of Incorporation, you must register with the Zimbabwe Revenue Authority (ZIMRA) for tax purposes. This is mandatory for every registered business in Zimbabwe.

You will need to register for:

1. Business Tax Number (BP number). This is your general tax registration for income tax.
2. Pay As You Earn (PAYE). If you have employees, you must register for PAYE and deduct tax from their salaries.
3. Value Added Tax (VAT). If your annual turnover exceeds the VAT registration threshold set by ZIMRA, you must register for VAT.
4. Withholding Tax. Depending on your business activities, you may need to register for withholding tax on certain payments.

To register with ZIMRA, you submit your tax registration application online through the ZIMRA e-services portal or in person at your nearest ZIMRA office. You will need your Certificate of Incorporation, company documents, and identification documents for the directors.

Step 6: Register with NSSA

If you have employees, you must register with the National Social Security Authority (NSSA). NSSA manages social security contributions for workers in Zimbabwe, similar to UIF in South Africa.

You register your company with NSSA and then register each employee. Both the employer and the employee contribute a percentage of the employee's salary to NSSA each month.

Step 7: Get a Local Authority Trading Licence

Every business in Zimbabwe needs a trading licence from the local authority where it operates. If your business is in Harare, you get the licence from the Harare City Council. If it is in Bulawayo, you get it from the Bulawayo City Council, and so on.

The trading licence application requires your Certificate of Incorporation, ZIMRA registration, and proof of your business premises. The local authority may inspect your premises before issuing the licence.

How Long Does It Take?

The time it takes to register a company in Zimbabwe depends on several factors, including how quickly CIPO processes your documents and whether you submit online or in person. In general, the name search and reservation can take a few days, and the full registration process can take several weeks if there are no delays.

If you need to move faster, you can use a company registration agent in Zimbabwe who knows the system and can handle the paperwork for you. Just make sure the agent is reputable and registered.

How KAGO Can Help

KAGO does not register companies in Zimbabwe directly, but if you are a South African entrepreneur planning to expand across the border, KAGO can help you prepare a complete business plan and financial plan that you will need for your ZIDA investment licence application and for any funding applications. Our Complete Business Plan is R3,495 and our Financial Plan is R1,895. These documents make your application stronger and show ZIDA and potential funders that you have thought through your business properly.

Remember, KAGO makes your business funding-ready, but the funder always makes the final decision. We cannot guarantee funding or approval from ZIDA, but we can make sure your documents are professional and complete.

Key Points to Remember

1. You must register your company with CIPO before you can do anything else.
2. As a foreign investor, you need a ZIDA investment licence in addition to company registration.
3. ZIMRA tax registration is mandatory for every registered business.
4. NSSA registration is required if you have employees.
5. A local authority trading licence is needed before you start trading.
6. The Companies and Other Business Entities Act governs the entire process.
7. Keep certified copies of all your documents throughout the process.

Registering a company in Zimbabwe as a South African is entirely possible, but it requires patience and attention to detail. Follow the steps in order, make sure your documents are correct, and do not skip the ZIDA investment licence if you are a foreign investor.

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