Annual returns are a statutory requirement under Zimbabwe’s Companies and Other Business Entities Act [Chapter 24:31]. By submitting an annual return, a company confirms to the Registrar of Companies that its core information—such as directors, registered office, auditors, and shareholder registers—is up to date. Compliance not only keeps your business in good standing but also signals transparency and corporate governance maturity to investors, regulators, and trading partner.
As the business landscape in Zimbabwe becomes more competitive and regulated, meeting your annual return obligations is non-negotiable. Whether you are a private business corporation, a nonprofit entity, or a public company, understanding Section 165 and the Fourth Schedule of the Act is critical to ensuring you avoid penalties and maintain operational continuity.
Legal Framework: Section 165 & the Fourth Schedule
Section 165 of the Companies and Other Business Entities Act mandates that every registered company file an annual return in the prescribed form, known as the “Fourth Schedule form.” This form captures a summary of:
- Directors as at the return date
- Company secretary details
- External auditors’ name and address
- Registered office address
- Location of the register of members, if not at the registered office
Failure to file this return within the statutory period attracts a category 3 civil penalty, reinforcing the Act’s emphasis on timely compliance.
Who Must File an Annual Return?
Under the Act, the following entities are required to submit annual returns:
- Private Business Corporations (PBCs)
- Public and Private Companies
- Partnerships and Trusts (where they conduct business in company form)
- Non-Profit Organizations and Churches
- Educational Institutions
In essence, any entity incorporated or registered under Zimbabwean law must comply. Companies that operate outside Zimbabwe but are locally registered also fall under this requirement.
Key Information Required in the Annual Return
When preparing your annual return, ensure you have the following up to date:
- List of directors (full names, nationalities, and appointment dates)
- Company secretary (name and professional qualifications, if applicable)
- External auditors (firm name, registration number, and physical address)
- Registered office address (including postal address)
- Location of the members’ register (if different from the registered office)
- Share capital details (number and value of issued shares)
- Particulars of shareholders (names and shareholdings as at the return date)
Inaccurate or incomplete information can lead to rejection of your filing and potential administrative delays.
Filing Deadlines
Annual returns must be filed within 21 days of the anniversary of the company’s date of incorporation, registration, or re-registration. For instance, if your company was incorporated on May 15, 2023, your first return would be due by June 5, 2024.
Filing Process: Electronic vs. Manual
1. Electronic Filing via e-Registry
Zimbabwe’s Judiciary has rolled out an e-Registry platform allowing online submissions of annual returns. To file:
- Visit the e-Registry at eRegistry Portal.
- Log in or register for a new account.
- Select “Annual Return Submission” under the Companies tab.
- Complete the Fourth Schedule form and upload required attachments (ID copies, proof of address, etc.).
- Pay the fee via integrated payment gateways.
- Download your confirmation slip and await the emailed certificate.
Electronic filing streamlines the process, reduces human error, and provides instant acknowledgments.
2. Manual Filing at the Companies Registry
For those preferring physical submissions:
- Obtain the Fourth Schedule form from the Companies Registry office at 41 Logan Road, Harare.
- Complete all sections in black ink and attach certified copies of supporting documents.
- Present payment receipt from a recognized bank (ZB Bank, CBZ, etc.).
- Submit to the Registrar of Companies counter.
- Collect your stamped copy and certificate once processed—usually within 5–7 working days.
Manual submissions remain an option for entities without reliable internet access or those accustomed to traditional processes.
Penalties for Non-Compliance
Non-filing or late filing carries significant consequences:
- Category 3 civil penalty: Up to ZWL 10,000 per month in default
- Inability to change company details (e.g., directors’ appointments, address changes) until the return is up to date
- Restrictions on contracting with government and tender participation
- Potential deregistration after prolonged default, leading to loss of corporate status
Early filing and transparent record-keeping mitigate these risks and preserve your good standing.
Common Mistakes to Avoid
- Missing Deadlines: Calendar alerts for the anniversary date help prevent oversight.
- Incomplete Data: Double-check director and shareholder details against your register.
- Outdated Contact Information: Ensure email and postal addresses are current to receive notifications.
- Unsettled Fees: Retain payment proofs and reconcile fees before submission.
- Non-Certification of Documents: All ID and address proofs must be certified by a Commissioner of Oaths.
Avoid these errors to streamline your annual return process and maintain uninterrupted compliance.
Best Practices for Seamless Compliance
- Maintain a Corporate Calendar: Automate reminders for annual return deadlines.
- Regularly Update Internal Registers: Quarterly reviews ensure data is always accurate.
- Train Your Company Secretary: Equip them with the latest Act and procedural changes.
- Use Technology: Accounting and corporate governance software can auto-generate Fourth Schedule data.
By embedding these practices into your corporate governance framework, annual returns become a simple formality rather than a daunting chore.
Extended Insights: The Role of Annual Returns in Corporate Governance
Filing annual returns transcends mere legal compliance; it is a cornerstone of corporate governance. Shareholders and stakeholders rely on up-to-date company information to:
- Assess management accountability
- Verify shareholdings and potential conflicts of interest
- Ensure audit integrity through external auditor details
- Promote transparency in public and private transactions
In jurisdictions worldwide, persistent non-filers face spiraling reputational damage. Zimbabwe is no exception—leading businesses prioritize clean filings as a signal of sound management and ethical governance.
Conclusion
Annual returns under the Companies and Other Business Entities Act [Chapter 24:31] represent more than a regulatory box to tick—they affirm your company’s commitment to transparency, fiscal responsibility, and good corporate citizenship. By understanding Section 165, meeting the 21-day deadline, and leveraging both electronic and manual filing avenues, you safeguard your business against penalties and operational setbacks.
