Trademark Registration Zimbabwe

WHY I NEED A TRADEMARK?

What is a trademark?

It is a distinctive sign or name, which identifies certain goods or services of one producer from those of another.       

Registering a Trademark

Registration of a trade mark is done in accordance with the Trade Marks Act [chapter 26:04] and Trade Marks Regulations [2005].

First, an application for registration of a trademark must be filed with the national trademark office, which in this case is the Zimbabwe Intellectual Property Office.

The application must contain 10 clear reproductions of the mark filed for registration, including any colours, forms, devices or three-dimensional features.

The application must also contain a list of goods or services to which the mark would apply. The mark must fulfil certain conditions in order to be protected as a trademark or service mark.

It must be distinctive, so that consumers can distinguish it as identifying a particular product, as well as from other trademarks identifying other products. It must neither mislead nor deceive customers or violate public order or morality.

Finally, the rights applied for cannot be the same as, or similar to, rights already granted to another trademark owner.

This may be determined through search and examination by the Office, or by the opposition of third parties who claim similar or identical rights.

Examples of Trademarks

Econet

Coca-Cola

Nestle

IMPORTANCE OF A TRADEMARK?

Registration confers legal rights to the owner of the trademark.

A trademark allows the proprietor to authorize another to use it in return for payment [licensing].

Marketing tool

Trade marks promote initiative and enterprise worldwide by rewarding the owners of the trademarks with recognition and financial profit.

Trademark protection hinders the efforts of unfair competitors, such as counterfeiters, to use similar distinctive signs to market inferior or different products or services.

The system enables knowledgeable traders to produce and market goods and services in the fairest possible conditions, thereby facilitating international trade.

Trademarks can identify the commercial source of goods or services

From the above it is good to register your trademark and M&J Consultants can assist along the way 

SOUTH AFRICA - Cape Town - 09-October- 2019 - The Financial Sector Conduct Authority (FSCA) raided Dr Iqbal Survé's offices in Cape Town this morning, in what the businessman described as a "fishing expedition" and "an intimidation tactic". Management and staff said the FSCA, accompanied by police officers, pounced on the offices of Sekunjalo Holdings and African Equity Empowerment Investment (AEEI) without prior notice and tried to confiscate laptops and computer hard drives.The FSCA team arrived at Sekunjalo's offices near the V&A Waterfront saying they were probing a case of irregularly share trading against one of Survé's companies, AYO Technology Solutions.  Photographer Ayanda Ndamane/African NewsAgency (ANA)

Business Entity Incorporation Agents (Company registration agents)

Company registration work has been a profitable small specialized market for unregistered and unregulated company registration and shelf company selling “agents” for the longest time in Company administration.

Over the last 20 years most registered Companies are predicted to have been registered by agents, this includes most of the dormant companies that the office is now trying to weed out.

A new phenomenon that has been brought forth with the new Act is the introduction of the Business Entity Incorporating Agent License, any person who does business registration work which is defined as the preparation by any person for profit, of any document for registration with the Companies Office or for attestation or execution by the Registrar.) This means any Companies office filing whatsoever including the filing of

  • Annual Returns
  • the appointment as company secretary when you are not on the board of directors
  • providing a registered office or business address
  • managing a share registry on behalf of a company
  • arranging the appointment of a nominee

This type of work is now done by the traditional Legal Practitioner, Chartered Accountant, a person registered under the Chartered Accountant and Auditors Act [27:12], or is a Chartered Secretary, must now be done by a person who is registered under the Act as a Business Entity Incorporating Agent.

An individual or a company competence will be judged based on the qualification of the individual Directors of said company, An individual who in his/her personal capacity or as the Director/Chief Accounting Officer of a Company that seeks to be licensed as a Business Entity Incorporating Agent must be either:

  •  Be a qualified Public Accountant or auditor in terms of the Public Accountant and Auditors Act [Chapter 27:12]
  • Must be a holder of a Bachelor in Business Administration degree from a recognized University OR an equivalent prescribed qualification (we are still waiting for further Regulations as to what these equivalent prescribed qualifications will be but it is an intelligent guess that it will most likely be University degrees in the Commerce related disciplines

ANY agent who is not registered under this Act as of the 13th of August 2020 (within 6 months of the effective date of the Act) is not qualified nor do they have the privilege to do any business entity registration work and any prospective licence applicant who does not hold the prescribed qualifications will not qualify to be licensed as such.

top-view-business-documents-office-table_1098-1987

ALTERATION OF MEMORANDUM IN ZIMBABWE

It is important for all companies to familiarize themselves with the new Companies and Other Business Entities (Chapter 24:31). The memorandum can only be altered under exceptional cases. It is vital for companies who intend to alter their memorandum to follow all procedures stipulated in the Companies Act.

Special Resolution

A special resolution may be used to alter the memorandum. A condition contained in both the memorandum and lawfully in the articles can be altered through a special resolution excluding conditions prohibited from alteration by the memorandum itself.  Moreover, a special resolution can be useful in altering the objects of the company. This is only possible when the name of the company describes the objects of the company and the objects have to be altered so that the name of the company no longer describes the objects. It is important to note that the memorandum can only be altered if the name of the company is changed accordingly in terms of section 26 (“Change of name”).

Cancellation application

Use of a cancellation application is limited to holders of not less than five per cent in nominal value of the company’s issued share capital and group of shareholders referred to in section 80 (“Group voting on amendments to memorandum”). However, the above-mentioned users should not have voted or consented in favour of the alteration.

A cancellation application has to be made within one month after the date on which the resolution altering the condition specified is made. It can be made on behalf of the persons entitled to make the application. The persons can be appointed in writing. The court can make an order in cases where the application needs amendment. The order is made so that the alteration process is done diligently.

Special Resolution-Companies exempt from using the word “Limited”

The resolution altering the company’s objects shall require notice to the Minister. If no application is made within one month, a copy of the memorandum as altered is delivered to the Registrar. However, if an application is made it will give notice of alteration to the Registrar and within one month a certified copy of the altered memorandum is delivered to the Registrar. Default in giving notice or delivering any document to the Registrar will attract a category 3 civil penalty upon the defaulting company.

In conclusion, companies will not face any challenges in altering their memoranda if they follow all procedures in the companies act. Consultancy organisations can assist companies in explaining procedures and completing the process on the organisations’ behalf.

i2

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.

back_section

10 Reasons Why You Should Consider Registering a Private Limited Company In Zimbabwe

In working with many businesses in Zimbabwe and helping them with their registration to kickstart them into the market, one of the frequently asked questions we get asked by our clients is which type of company to register and the benefits of each.

In case you are not familiar with the Company Registration Process in Zimbabwe, when registering a company, you have the option to register two types of companies namely a Private Limited Company famously abbreviated to Pvt Ltd or a Public Business Corporation referred to as a PBC.

There are some distinctions to these two types of organization the biggest one being that a PBC can have a minimum of one member whilst a Private Limited Company must have a minimum of two directors. There are more distinctions to these two types of organizations than the one I stated above but I will cover those in a more detailed article later on.

If you are thinking of registering a company and wondering which is the best way to go, here are 10 Reasons why you should consider registering your company as a Private Limited Organization in Zimbabwe.

1. Legitimacy and Brand Awareness

What is the first thing that comes to your mind when you see a company named XYZ with the (Pvt) Ltd? You automatically respect it right? Registering your company as a Private Limited Organization in Zimbabwe gives it an edge and makes it stand out largely due to positive perception in both the minds of your customers, partners and suppliers alike.

2. Easy Registration

If you want to start your business and some of your shareholders are not in Zimbabwe, then it’s easy for you to achieve that if you register your business as a Private Limited Organization. They will only need certified scans of documentation to go through the process making things simpler and easier for you. It will be a big advantage and you/or your partners won’t have to go through the hassle of funding transportation costs just to submit some papers.

3. Separate Liabilities from Owners

A Registered company has its own separate legal persona. Many a time we have encountered terrible situations where a person loses their assets and being left broke just because they were operating a business without having their company registered.

When your company is registered as a Private Limited Company, debts which affect the company will not personally affect you.

4. Nationality

If you are a foreign National looking to register a company in Zimbabwe, then you can easily register your company as a Private Limited Organization in Zimbabwe without any restrictions.

5. Investment Incentives

A Private Limited Organization can easily take control of the investment incentives offered by the government and the regulatory board called Zimbabwe Investment Authority.

6. Easy to Raise Capital

Capital is the lifeblood of any business. If you have your company registered as a Private Limited Organization, it’s easy for you to raise capital for the organization by selling equity. Should the investment go wrong, your other businesses and your person will NOT be affected since the company would be standing as its own legal persona.

7. Easy to Scale the Business

Should you wish to raise capital, you can do that by selling off shares to outside investors if your company is registered as a Private Limited.

8. You can easily Establish a Subsidiary Company

The great Warren Buffet said Never Put all your eggs in one basket. If you want to establish a subsidiary company, you can easily do that by registering a private limited organization and setting your main company as a Corporate Shareholder within the newly registered company.

9. Easy to Meet

With Private Limited Organizations, there are no restrictions as to where the shareholders can meet and where a board meeting can be held. This makes planning easy, simple and cost-effective, particularly for new companies.

10. Easy to avoid Conflicts

The owners will have a clear understanding that their investment in the company is not by any preregistration verbal or written promises. If a dispute arises, share allocation will determine who has the most decision making power.

From the above, I hope you have gotten an understanding of why you should register your company as a Private Limited Organization in Zimbabwe. If you have any questions that you might need clarification, feel free to ask our team via the comments section or LiveChat, myself, or our team will be happy to assist you.

Zimbabwe New Companies Act

Registering a Company in Zimbabwe: Key Things You Need to Know

Every new business owner needs to know this

So you have written a business plan, validated the business case, and you are beaming with excitement to get your venture rolling. The next crucial step is to take a minute to pause and ask yourself: “Do I have all areas covered? Do I all the necessary documentation needed to become a legal entity in the country?”

New business owners often find themselves unaware or, more over, not having the necessary documents needed to become a legal entity and because of the dread of bureaucratic processes in making their operations legal, they resort to operating unregistered.

To help, we have researched and come up with a business starter pack that each new owner needs to know in order to get the required documents for their company.

STEP 1: Register your company

Contrary to the view that this is a long and tedious process, choosing the right registrar can make your life easier. What are the key considerations you need to make at this point?

Start with the name

This is the first step in the registration process. Many times, choosing the right name is equally important as running the business itself. Your name has to be unique, easy to remember, precise, and a reflective of your business. A name is important for it is that which a business will build its brand on. The requirement at registration is that registrants submit a list of at least four names in order of preference, for checks against a list of already registered companies. Names are approved when not similar to an existing company.

You have managed to figure out a list of names that are unique and would like to adopt, the next step is to understand what sort of business you are. This is often influenced by whether you need to create a Private Limited or PBC.

What is your business specialty?

It is important for a business to specify which area it ventures in by giving a brief summary of products and services including corporate objectives. Some business owners may not know what exactly they would like to start with; the provision being that you can register your business as a general trading business. That way you can broaden your scope when you need to do so. When you have completed this section you are required to provide information of your location

Where will your business be located?

Information to be supplied is that of the business’ physical address and contact information. New business owners often worry that they do not have physical premises because, well, sometimes the owner are the business. In such cases, it is permissible to use your residential address if the title deeds are in your name. If not, a signed affidavit from the owner suffices.

Who owns and manages the business?

Director’s information is mandatory and should be provided as you are registering the business. This includes full name, national identification number, and residential address of each director

Shareholders

These are the owners of the business who have invested capital into it to make it a viable entity. As such there is need to state who owns what percentage stake of the business. All share percentages total to 100 percent.

Submitting the application

Just as is, this is all the information needed to submit to the registrar who will facilitate the registration process for you. As M&J Consultants this is where we plug in to do all the heavy lifting for you. We handle all processes at the Companies Registry for you and in five days or less, your company will be registered.

Now that the first step towards legalizing your business is done, next is to think about how you will be transacting. At this point, you will need an account with a reputable bank.

Corporate Account

To apply for a bank account one needs the official company registration documents, supporting documentation (proof of residence for al director), the deposit fee (varies according to bank), and a bank advice note which instructs the bank to open an account for your now registered company.

After the bank account is opened, you are just one step away from running legally, pending other certifications and permutations which can be requirements in specific industries. The final step needed in getting the legal documentation of your new venture is a Tax Clearance Certificate which is issued out by the Zimbabwe Revenue Authority (ZIMRA).

Tax Clearance

This is a written confirmation that a company’s tax affairs are in order and up to date.

Importance of tax clearance

  • It is a compliance issue and businesses need to adhere to it
  • A tax clearance is necessary when bidding for tenders
  • Needed when applying for licences issued by the local authorities
  • It inspires confidence in business counterparts and encourages them to do business with you

When all these documents have been put in place, your business is now considered a legal entity. This process is often misconstrued to be long and bureaucratic, but that is usually because of lack of information. Having the right registrar can smooth the process and make it hustle free.

At M& J consultants we have wide spread experience and knowledge across many industries and understand that registering a business is not simply about the paperwork. Our approach is different because we move with you each step of the way. We help you unpack your enterprise vision, so you know which type of business is best suited for your market, how to come up with a unique name which your brand is anchored on, and any business related advice you might need as you start your venture. That’s not all…we are still here to hold your hand because as a new business, we want you to focus on your core business of meeting your bottom-line. Leave the worrying about conducting tax health checks, filling tax returns, VAT registrations and any other accounting services to us because we understand it better.

Starting and making your business legal and compliant to company regulations is no longer as tedious as before. Choosing the right partner to help you can ensure all processes are complete and you are up and running in less than five days. So, what are you waiting for?