The Process to Add or Remove a Director from a Company in Zimbabwe

This is a brief article that will look at the process of adding or removing a Director from a Zimbabwean company.

The director can be changed or removed for a number of reasons but the resignation should be under the terms of Companies Act 24:03

Below are a number of provisions that can result in change of directorship:

· Failing to cooperate with fellow shareholders and other company members

· Director is deemed physically incapable of handling the company work due to certain reason.

· Bankruptcy order is made against the director

· Failing to maintain accounts

· Failing to deliver proper tax returns

Some more highlights on changing director:

· As per the Company’s Act, a private limited should have a minimum of 2 directors & Private Business Corporation should have a minimum of one.

·A director of a company must be above the age of 18 and must have identification number. The person can be Zimbabwean or Foreign national

· The decision to appoint or remove a director should be done by the board of directors.  

· Special notice will be filed to remove or appointment of new director under section of the Companies Act

· A receipt and the copy of resolution to remove the director shall immediately send to the concerned director.

· The director can request for reasonable opportunity to be heard in the special notice meeting.

· The outgoing director can make representation in writing against the removal and request to notify it to the company’s members. The same copy shall be sent to every member of the company.

In conclusion, companies set certain clauses for the removal or change of director position. However, company should go according to the companies act set.


The importance of submitting annual returns

All private limited companies by law have to file annual returns once every year within the required time frame as regulated by the Companies Act.

By filing the annual returns with the Registrar of Companies, the company confirms whether they are still in business or trading, or if it will be in business in the near future. An annual return is a statutory return in terms of the Companies Act and is a summary of the most relevant information pertaining to a company. 

The prescribed filing fees for annual returns are legislated, and as such cannot be waived by the Registrar of companies. When a company fails to submit its annual returns for a long time, the Registrar of Companies will assume the company is no longer trading and may start the deregistration of the company. 

Once a company has been deregistered, the Registrar of companies removes the company from its active records. Legally, the company will now cease to exist and the company name will become available to the general public for registration. 

Once the company is in the deregistration process due to the non-payment of annual returns, it is possible for the deregistration process to be cancelled if all outstanding annual returns are paid up to date.

If however the company is in final deregistration, then the company can apply for reinstatement upon filing of the required documentation. If the application is successful and all reinstatement criteria are met, the Registrar of Companies will change the status of the company to “in reinstatement process”, at a prescribed fee.

To keep your company in good standing with the Registrar of Companies and to avoid any penalties, possible deregistration, or the aggravation of trying to reinstate the company, every company is advised to lodge their annual returns timeously within the stipulated timeframe.

Avoiding Penalties

Ways to avoid incurring penalty fees include:

  1. Being aware of your company’s Annual Return Date
  2. Ensuring that your company’s financial statements are prepared well (Know your authorised & issued share capital)
  3. Seeking assistance from a company secretarial firm such as M&J Consultancy so the annual return is taken care of and reminders are sent to the company

To conclude, filing your Annual Returns is of the utmost importance. If you are not sure of the whole process, then get in touch with us for a detailed guide and walkthrough. 

Zimbabwe 2020 Budget Highlights. Prof Mthuli Ncube

Zimbabwe 2020 Budget Highlights: Things that may affect your business

Last week on Thursday, the 21st of November 2019, Zimbabwe’s Finance Minister, Professor Mthuli Ncube released the budget statement for the year 2020. The budget statement covered all of Zimbabwe’s key sectors in detail and their expected allocations for the year 2020. To keep you abreast with this development, here are some of the Zimbabwe 2020 Budget Highlights we noted from Professor Mthuli Ncube’s Presentation. 

1. (Zimbabwe 2020 Budget Highlight #1) Motoring Benefits

Motoring Benefits were reviewed  in relation to engine capacity starting from a minimum 0-1500cc which was proposed to ZWL$54,000.00 and a maximum above 3000cc which was proposed to ZWL$144,000.00

2. Foreign Loans

Interest expense on foreign loans be allowable as a deductible expenses to the extent that the foreign currency exchange rate on loans is determined through the inter-bank market rate with effect from 1 January 2020.

3. Excise Duty

A revision in Excise Duty on Tobacco with effect from 1 December 2019 was proposed, from ZWL$50.00 to ZWL$100.00 per 1000 cigarettes.

4. Immigration

Immigrants  Rebate which was initially put for returning students who imported cars has been reviewed to a maximum of US$5,000.00, with effect from 1 January 2020.

5. Employment

A youth employment tax credit has been introduced in order to support job creation. The tax credit amounts to ZWL$500 per month per employee. However , this tax credit has the following conditions;

  • It has a limit of ZWL60,000.00 per year of assessment, the company should be registered for personal lncome tax and compliant for the preceding tax period 
  • Tax credit will only  claimed after the additional employee has served 12 consecutive months, excluding trainees, interns and apprentice
  • Minimum wage payable to the new employees is ZWL$2,000.00 and it does not apply to supervisory grades as well as corporates with turnover exceeding US$1 million
  • The employees must be below the age of 30 at time of employment , with effect 1 January 2020

6. Salaries and Deductions

The tax-free salary threshold has been increased from ZWL$700 to ZWL$2,000 with effect from 1 January 2020. Taxable income will begin from a gross pay of ZWL$2,000.01 with a highest of ZWL50,000.00 which will be pegged at 40% tax.

Tax-free Bonus has been increased from ZWL$1000 to ZWL$5000 with effect from 1 November 2019.

Taxation of retrenchment packages has also been reviewed from ZWL$10,000.00 to ZWL$50,000.00 or one third of the package, maximum of up to ZWL$80,000.00 with effect 1 January 2020.

7. (Zimbabwe 2020 Budget Highlights #7) Taxation

This is one of the most important of Zimbabwe 2020 Budget Highlights.

The Intermediated Money Transfer Tax (IMTT) , tax-free threshold has been increased from ZWL$20.00 to ZWL$100.00 and the maximum  tax payable per transaction by corporate’s from ZWL$15,000.00 to ZWL$25,000 on transactions with values exceeding ZWL$1 ,250 000.00 with effect from 1 January 2020.

The corporate income tax rate with effect from 1 January 2020 will decrease from 25% to 24%.  The Commissioner General has recognized the current macroeconomic environment and will continue  to excise discretion to waive interests on taxpayers with a good track record and compliance , among other considerations if the 10% Statutory Margin of error has been surpassed.

The Value Added Tax (VAT) percentage has decreased from 15% to 14.5% with effect from 1 January 2020.

In relation to VAT input tax, it was proposed that imported services in the definition of input tax will be allowed to be claimed by registered operators.

The VAT registration threshold has been increased from ZWL$60,000.00 to ZWL $1 million with effect from 1 January 2020.

(Zimbabwe 2020 Budget Highlights) Conclusion

As noted, these are some of the key highlights around the 2020 budget that may directly affect your business. You can share the other highlights with us and we can have a conversion on it. 

In addition to this article covering Zimbabwe 2020 Budget Highlights, you can get a full copy of the National Budget on the Ministry’s website.

WhatsApp Image 2019-11-05 at 09.35.43

Reasons to Why Your Computer Might Be Slow and Why Use 360 Total Security as a fix

How long does it take for your computer to boot up and turn on so that you may use it? If your answer is above three minutes, then something may be wrong with your computer. Personally, over the last three months, my pc has been taking over 5 minutes to boot up. 

What this means is that every time I ran an overloaded software that froze my computer, I had to wait for about 5 minutes before I could use my computer normally again and this happened several times throughout the day. In computing, I figured out that each day, I’d lose about 45 minutes of productivity because I would be battling my pc. 

Although a lot of time was lost, the good news is, I found a solution, 360 Total Security. It helped reduce my computer boot speed from over 5 minutes to just 43 seconds. I first did a trial run of 360 total security last week after being skeptical of using it because I don’t usually trust new software. 

Upon installing it, I had an epiphany, I learnt that as opposed to my previous antivirus software Eset, 360 Total Security is not only an Anti-virus software, its way more than that. It’s a Computer Performance optimization software that has a lot of other features apart from protecting your computer from viruses. 

To effectively explain how 360 Total Security Works to speed up your computer, I will state and explain some of the causes of computer slowness and how 360 works to expedite this. 

1. Temporary Files

Each time you open up a file on software or in your browser, your Computer Stores a temporary version of that file to enable it to load faster the next time you open the software, these are called cache files. Caching is used to improve performance in the short term but when the files are kept for too long, they accumulate and this affects the performance of your hard drive and subsequently, the speed of your computer. 

The 360 Fix. To help you deal with cached files, 360 Total Security comes with a redundant file scanner(it doesn’t exist in Eset or Kasperky) which scans and clears up cached files. This scanner can clear temporary files from as long as 10 years back cleaning up the necessary space on your Harddrive which improves the performance of your computer. 

2. Too many Startup Applications

One of the major reasons why my boot-up time was over 5 minutes is that my PC had to open up a lot of software on startup, even the software I did not need to use. 

The 360 Fix. With the inbuilt speedup utility, I was able to disable some software from Autostarting which helped speed up my PC Immensely. It’s not every software that you need for your pc to run effectively, some of the software that automatically start-up on windows should do that. It should start up only when you need it which prevents it from running in the background, in turn making your pc faster. 

3. Malware

The creators of Malware have been getting smarter and smarter by day. And a malware-infected PC is on average, 100 times slower as compared to a clean PC. The common malware types that slow down PC’s are:

  1. Viruses. VIRUS is an acronym for Vital Information Resources Under Attack. The goal of any programmer when creating a virus is to mess up your pc to render it unfunctional. These people often do not have an end goal except to just mess with you. 
  2. Trojan Horse. A trojan horse is the ‘secret agent’ computer malware. It aims to destroy your computer from within. On the front end, it looks like normal software but the aim is to change the settings of your computer from within without you noticing. 
  3. Spyware. If you go on the dark web, you will see websites that sell people’s credit cards and other sensitive information. These people get information through the use of Spyware. Spyware records your screen activity and extracts your data from your computer as you go about your daily business. If you do not have an antivirus, chances are high that your emails, credit card details and other sensitive information is being recorded and sent to hackers who in turn put in on the dark web for the highest bidder. 

The 360 Fix. 360 Total Security has one of the world’s most advanced anti-malware scanners. The main feature is a machine learning engine that is powered by Artificial Intelligence to save and create new virus definitions making sure that all threats are captured. 

The AI Tools for virus definition prediction is key as it essentially ‘immunizes’ your system so that it’s in a position to deal with new viruses before they even infect anything on your system. 

360 also has a Ransomware Prevention tool to prevent your pc from being encrypted by information kidnappers. 

4. Cryptojacking

Cryptojacking has a lot to do with Bitcoin. Bitcoin is generated through a process known as Bitcoin Mining. Bitcoin Mining needs computing resources. So to get the resources they need, some bitcoin miners are hacking people’s PC’s so that they use the computing resources of those PC’s to mine for bitcoin. 

While browsing the web, if you visited a website and noticed your fan’s speed increase and computer going slow, then chances are high that you were cryptojacked. 

The 360 Fix. Through the Malware Scanner, 360 Total Security can help prevent your PC from being Cryptojacked thus improving the security and reliability of your computer. 

Besides the above, there are a lot of other features to 360 that make it the best PC Antivirus software. 

If you want a custom Installation or 360 Total Security either for personal use or your business, our team is available. Reach out via the livechat or the contact details on the header.

We are the only certified Reseller of 360 Total Security for Zimbabwe.


Trusts 101: The basics of Trusts

A trust is a fiduciary relationship in which one party, known as a trustor, gives another party, the trustee, the right to hold title to property or assets for the benefit of a third party, the beneficiary.

A family trust is therefore a relationship involving:

  1. A founder/trustor – who creates the trust and decides what goes into the trust deed
  2. Trustees, who hold title to the trust assets in their own names and deal with them as instructed in the trust deed
  3. The beneficiaries, who receive the benefits from the trust.

Beneficiaries may include:

  1. discretionary beneficiaries, who may receive a benefit at the discretion of the trustees;
  2. final beneficiaries, who are entitled to whatever funds are still left in the trust when it is wound up; and
  3. primary beneficiaries, who are discretionary beneficiaries given some sort of priority ahead of other beneficiaries.

Benefits of Family Trusts

The following are some of the advantages of setting up a family trust:

Asset Protection

Assets held in trust are usually protected from creditors of the beneficiaries, or the trustees personally. A usual situation in Zimbabwe is where the parents have personal liabilities (often related to their business interests), and wish to protect their family home from such liabilities in the event they are unable to meet them. In most circumstances a trust protects those assets from personal liabilities.

Protection Against Property Claims

If you give personal assets to your children during your life or in your will, those assets may, in certain circumstances, become available to their partners under the Property Act. However, if your assets are owned by a trust, or are given to your trust on death, your children can continue to receive the benefit of those assets but the assets do not form part of their personal property, and therefore cannot be subject to claims by your children’s partners.

Protecting Property from/for Beneficiaries – You may be reluctant to simply give your assets to your children during your life or on death if you have concerns about their ability to manage their financial affairs. If you give your assets to a family trust, then the trust can provide a vulnerable child with income and/or capital to meet their cash requirements as they arise. This can protect the long-term value of your family’s assets.

Protecting Assets for Future Generations from Potential Tax Law Changes

Family trusts may provide protection against various forms of wealth tax that may be introduced in the future, such as death duties or inheritance tax.

Reducing or Preventing Claims Against your Estate – The Courts can effectively rewrite your Will under the Family Law if it considers that members of your family have been disadvantaged by its provisions. However, the Court cannot rewrite your trust for Family Protection purposes.

General Flexibility to Deal with Law Changes – Modern trust deeds normally allow limited rights of variations to deal with changes in the law.

Confidentiality – Family trusts are not publicly registered and therefore can be kept confidential.

Other benefits

  • During a divorce, a trust can be used to provide for continued maintenance of the children
  • Protect surviving spouses and/or beneficiary (ies) against bad influences/investments.
  • Can be used to benefit special interests such as charities or educational bursaries, even after death, for an indefinite amount of time.

Disadvantages of Family Trusts

The following are possible disadvantages of having a family trust:

Loss of Ownership of Assets

If you transfer your personal assets to a trust, then the trustees of that trust will control the assets. Although you can retain some control by holding the power to appoint and/or remove trustees, or even by being a trustee yourself, it is important to remember that assets you transfer to the trust are no longer your own. If you continue to treat the assets as your own, any trust could be open to challenge as a sham.

You could possible choose the wrong trustees

You could expect problems if the trustees are fighting heirs/inheritors for control. This shows how important it is to have at least one independent trustee