The procedure for company registration in Zimbabwe is divided into three main stages:

1. Name Search and Reservation
2. Document Preparation and Signing
3. Incorporation and Registration

This process applies to both types of companies commonly registered in Zimbabwe: a Private Limited Company (PLC) and a Private Business Corporation (PBC). While the document details differ slightly, the initial name search and reservation process is the same for both.

Step 1: Name Search and Reservation

Before a company can be registered, the desired company name must be approved and reserved by the Registrar of Companies under the Companies and Other Business Entities Act [Chapter 24:31].

The Name Search Process:

• You must submit up to five (5) proposed company names listed in order of preference.
• The Registrar will conduct a search against the companies’ database to ensure no similarity or duplication with existing names.
• Name search approval reserves the name exclusively for you for 30 days, during which no other entity can use it.
• If the name is rejected, you may need to submit alternative options.

Requirements for Name Approval:

• Names must not be identical or confusingly similar to existing companies.
• Names must not be offensive, misleading, blasphemous, or imply government affiliation unless permission is granted.
• Examples of unacceptable names include anything suggesting association with ministries, government agencies, or professions requiring regulatory approval (like “bank” or “insurance” without the appropriate license).

Timeline:

• The name search process typically takes 3 to 6 working days, depending on the Registrar’s workload.

Outcome:

• The Registrar issues a CV4 form (Notice of Reservation of Name) confirming the reservation or rejecting the proposed names.

Step 2: Document Preparation and Signing

Once the name is reserved, the next stage involves preparing all necessary incorporation documents according to the Companies Act and Registrar’s standards.

For a Private Limited Company (PLC):

• CR5 (Registered Office Address Form)
• CR6 (Director(s) Appointment Form)
• Memorandum and Articles of Association

For a Private Business Corporation (PBC):

• Incorporation Statement listing:
• Name of the PBC
• Principal business activities
• Names and percentages of ownership for each member (must total 100%)
• Registered office address

Key Notes:

• The shareholders (or members, in the case of a PBC) and directors must provide copies of national IDs or valid passports.
• The documents must be signed by all relevant parties.

Timeline:

• Document preparation and signing usually take 2 to 3 working days.

Step 3: Incorporation and Registration

a) Incorporation of a Private Business Corporation (PBC):

• Once documents are submitted, the Registrar reviews the application.
• Upon approval, the PBC is assigned a registration number.
• An official PBC Incorporation Certificate is issued, bearing the Registrar’s seal, signature, and stamp.
• The PBC is entered into the official Companies Registry and becomes publicly searchable.

b) Incorporation of a Private Limited Company (PLC):

• After submission, the Registrar issues a Certificate of Incorporation.
• Accompanying certified documents include:
• CR5
• CR6
• Memorandum and Articles of Association
• These documents are endorsed with the Registrar’s seal, signature, and stamp.
• The PLC is also entered into the Companies Registry database and becomes publicly searchable.

Timeline:

• Final incorporation and registration generally take 3 to 6 working days from the date of submission.

Important Updates to Note:

• Online Submission: Some processes can now be initiated via the Zimbabwe Electronic Registry System (ZERS), although in-person submissions are still common.
• TIN (Taxpayer Identification Number): Companies are now automatically issued a TIN upon registration, making it easier to begin tax registration with ZIMRA.
• Company Bank Account Requirements: Banks require certified copies of registration documents, CR5, CR6, and proof of residence for directors to open a corporate account.

Conclusion

Registering a company in Zimbabwe is now a straightforward and streamlined process when you follow the correct stages:

1. Reserve your company name
2. Prepare and sign incorporation documents
3. Submit documents for registration and incorporation

Whether you are registering a Private Limited Company (PLC) or a Private Business Corporation (PBC), understanding the steps and timelines will help you establish your business smoothly and legally.