A trust may be registered, the property transferred and the family relieved that the structure is now in place. The harder work begins when the first rental payment arrives, a beneficiary asks for funds, or a trustee changes address.
Trustee duties do not end with trust creation. In Zimbabwe, trustees must administer the trust under its registered deed, keep prescribed records and make defensible decisions about trust property and distributions. A missing resolution or an informal payment can create a problem long after the money has left the account.
Start with the trust deed, not family practice
The registered trust deed governs the trust. It sets the objects, trustee powers, appointment rules, distribution provisions and amendment procedure. Trustees should read the operative deed and every valid amendment before they approve a transaction.
The High Court reaffirmed on 30 June 2025 that trustees cannot appoint co-trustees, amend beneficiary entitlements or administer a trust contrary to the deed’s specific provisions and objects. This matters because a founder’s expectations, however strongly expressed, do not replace the document lodged for the trust.
A trustee holds a fiduciary office. The High Court describes that role as requiring trustees to act exclusively for the trust and beneficiaries, use independent judgment, and apply the care, diligence and skill reasonably expected from a person managing another person’s affairs. Trustees should therefore ask, before each material decision: does the deed permit this, who benefits, and can we show why we reached this decision?
1. Confirm who has authority to act
Check the deed for the number of trustees required for a meeting, voting rules, signing authority and any restrictions on delegating decisions. One trustee should not make a material decision alone where the deed requires joint action.
This is the mistake we see most often in family structures: a founder continues to direct payments as though the trust account remains a personal account. Trust property belongs to the trust. Trustees must distinguish it from a founder’s, beneficiary’s or trustee’s own money.
If the deed requires all trustees to approve a sale, loan or distribution, obtain all required approvals before money moves. A later signature may not repair a decision that the trustees lacked authority to make at the time.
2. Create a working trust administration file
Keep one current trust administration file, whether in a secure physical file, controlled digital folder or both. A trustee who cannot produce the relevant document when questioned will struggle to demonstrate proper administration.
The file should contain:
● The registered trust deed and every amendment.
● Trustee acceptances, appointment documents and trustee resolutions.
● An asset register showing what the trust owns and where supporting title records sit.
● Bank statements, invoices, leases and contracts.
● Meeting minutes and distribution requests.
● Written reasons for important decisions and beneficiary communications.
For every registered trust, each trustee must maintain current records of the founder, every trustee and beneficiary, any person who is neither a trustee nor beneficiary but exercises effective control, and each financial institution or designated non-financial business or profession that serves the trust. This recordkeeping requirement comes from the Deeds Registries Act [Chapter 20:05], as amended on 20 July 2018.
Do not treat this as a document collection exercise. The records should tell the story of the trust: what it owns, what income it received, what it spent, who made each decision and who received a benefit.
3. Separate trust money from personal money
Open and use a bank account in the trust’s name where the trust receives income or pays expenses. Bank rent, dividends or other receipts into that account, then pay approved trust expenses and distributions from it with a clear payment trail.
A personal bank account may feel convenient when a family member manages day-to-day matters. It weakens governance because it makes it harder to identify trust receipts, expenses and beneficiary payments. It also makes a trustee’s explanations less credible if a dispute arises.
Maintain an asset register with the acquisition date, description, supporting document and current custodian for each trust asset. For a trust holding company shares, record the company name, number and class of shares, and the share certificate or register reference. A beneficiary does not automatically gain a right to the company’s separate books merely because the trust owns shares in that company.
Record changes with the Deeds Registry
Trust details can change after registration. A trustee may resign, a beneficiary’s particulars may change, or another person may begin exercising effective control. These are not housekeeping matters to leave until the next annual review.
Section 70A of the Deeds Registries Act requires written notice to the Registrar of Deeds within one month after a recorded change to the particulars of the founder, a trustee, beneficiary or effective controller. The filing point is the Registrar at the Deeds Registry.
The one-month period matters because failure without just cause to maintain statutory records or give the required notice is a criminal offence. The possible penalty is a fine not exceeding level 5, imprisonment for up to six months, or both.
The Act does not prescribe a standard form in section 70A. Before lodging, confirm the Deeds Registry’s current requirements for the written notice, supporting documents and acceptance process. This is a point that can change through registry practice rather than an amendment to the statute.
A practical change-control process
When a change occurs, minute it immediately if the deed requires a trustee decision. Update the trust administration file, prepare the written notice and retain evidence of lodgement with the Deeds Registry.
Set a diary reminder for the one-month deadline on the date the change becomes effective. A governance advisory review can help where several changes occur together, such as a trustee resignation, new appointment and a change in effective control.
Make distribution decisions formally
A distribution is not simply a transfer to a family member. It is a trustee decision made under a specific clause of the deed, and the paperwork must show the authority, judgment and outcome.
Before approving a distribution, trustees should establish whether the deed allows it, identify the beneficiary, confirm whether the payment comes from income or capital, and consider any conditions. They should also check whether the trust needs to retain funds for rates, repairs, debt or other approved commitments.
A properly convened trustee resolution should record:
● The clause of the deed that authorises the decision.
● The beneficiary and the amount or asset to be distributed.
● Whether the distribution is income or capital.
● Conditions attached to the distribution.
● Conflicts declared by trustees, the reasons for the decision, the vote and signatures.
A letter of wishes can help trustees understand a founder’s preferences where the deed permits consideration of it. It cannot authorise trustees to override the deed or change beneficiaries.
Worked example: a Harare commercial property trust
Consider a family trust that owns a commercial property in Harare and receives regular rental income. The trustees should bank all rent into the trust account, retain the signed lease, invoices and bank statements, and minute approval for repairs. This protects the audit trail and makes the property easier to manage responsibly.
After meeting approved property expenses, the trustees should decide whether to retain available income for rates, maintenance and future obligations or distribute it under the deed. A documented decision protects the property and helps beneficiaries understand how their interests are managed.
If they distribute, their resolution should identify the deed clause, record each trustee’s decision, state the beneficiary entitlement and retain proof of payment. Retaining sufficient funds for upcoming charges or repairs may better serve the trust’s long-term objectives than distributing all available income.
Worked example: a retailer owned through a trust
Consider a retailer whose shares are held by a family trust. The operating company runs the shop and maintains its own bank account, payroll records and supplier contracts. Clear separation between the company and the trust protects financial reporting and accountability.
A beneficiary asks the trustees to help fund university fees. The trustees cannot simply instruct the company to pay the beneficiary because company funds and records remain separate from the trust’s.
They should first establish whether the trust has received a lawful dividend or other income, then apply the trust deed and pass a distribution resolution if authority exists. If the trustees paid from the company without this chain of authority, the records would obscure whether the payment was a dividend, a loan, a director-related payment or an unauthorised withdrawal. A company secretarial review and trust administration review should happen before the payment, not after an audit query.
Manage conflicts and exercise independent judgment
Family trusts often place relatives in several roles. A person may be founder, trustee, company director and potential beneficiary. Those overlaps do not remove the duty to act for the trust.
Disclose a conflict before the trustees deliberate, record it in the minutes and follow the deed’s rule on participation. The record should show that trustees considered the trust’s interests rather than merely approving a preferred family outcome.
Do not sign blank resolutions or backdate decisions. If trustees made an informal decision, record the actual date, facts and authority honestly, then obtain professional advice on whether the deed and law permit ratification.
Set a trustee calendar
Trust administration improves when trustees use a regular calendar rather than responding only when money is needed. For a property-holding trust, quarterly meetings often provide a sensible point to review income, expenses, leases, maintenance and proposed distributions. The deed may require a different process, so its terms control.
At each meeting, review the bank balance against the asset register, approve material expenses, confirm whether any founder, trustee, beneficiary or effective-controller particulars have changed, and minute decisions. Keep the signed minutes with the related invoices, requests and payment evidence.
For a trust with business interests, separate the trust meeting from the operating company’s board meeting. The trust’s trustees decide matters affecting the trust as shareholder or owner. The company’s directors make decisions about the company’s operations, records and obligations.
Frequently Asked Questions
What are the core trustee duties after a trust is created in Zimbabwe?
Trustees must act within the registered trust deed, administer property for the trust and beneficiaries, exercise independent judgment, maintain statutory and operational records, and document material decisions. They must also give written notice to the Registrar of Deeds within one month of recorded changes to specified trust particulars.
Must every trust distribution have a trustee resolution?
A distribution should have a properly convened trustee resolution because it demonstrates the deed authority, beneficiary, amount or asset, income or capital classification, reasons and signatures. Informal transfers create avoidable uncertainty about whether trustees exercised their powers properly.
Can a founder instruct trustees to make a payment?
A founder may communicate wishes, but trustees must follow the trust deed and exercise their own fiduciary judgment. A letter of wishes does not amend the deed or give authority to alter beneficiary entitlements.
What happens if trustees do not update Deeds Registry records?
Failure without just cause to maintain the required records or notify the Registrar of Deeds within one month can be a criminal offence under section 70A of the Deeds Registries Act. The stated penalty is a fine not exceeding level 5, imprisonment for up to six months, or both.
A trust works when its paperwork reflects the decisions trustees actually make. M&J Consultants Zimbabwe can help trustees strengthen governance, maintain clear records and make confident, deed-compliant decisions. Contact our team for a trustee duties review, trust administration support or governance advisory, and enquire for a tailored quote.
