Company Re-Registration Process In Zimbabwe.

OVERVIEW

In Zimbabwe, the enactment of the Companies and Other Business Entities Act [Chapter 24:31] (hereinafter the ''Act'') in February 2020 introduced significant changes to corporate regulations, notably mandating the re-registration of all companies and private business corporations that were registered under previous legislation. This re-registration process is essential to transition from the former manual, paper-based system to a modern electronic filing system, ensuring that company records are current and compliant with the new legal framework

KEY ASPECTS OF THE RE-REGISTRATION PROCESS

1. Applicability
   
   All companies and private business corporations registered before February 2020 are required to re-register under the new Act, however all registrations done before introduction of new system in March 2024 still need to re-register. This includes entities such as Private Limited Companies (Pvt Ltd), Public Limited Companies, Partnerships, Non-Governmental Organisations (NGOs), and Sole Traders registered as business entities.

2. Deadline
   
   The initial deadline for re-registration was set for February 2021 but has been extended due to delays in the establishment of the online company registration system. Companies were expected to complete the re-registration process by 31^st December 2024. Failure to comply by the given date will result in automatic deregistration and removal from the companies register, effectively ceasing the company's legal existence.

3. Requirements
   
   To successfully re-register, companies must provide:\
   • Company name and registration number.
   • Scanned copies of existing registration documents, including the Certificate of Incorporation, CR5, CR6, and the Memorandum and Articles of Association.
   • Updated information on directors and shareholders, such as names, identification numbers, dates of birth, and contact details.
   • Proof of up-to-date annual returns filed with the Registrar of Companies.
   • Minutes from a board meeting approving the re-registration.
   • A special resolution signed by shareholders agreeing to the re-registration.
   • A signed affidavit affirming the authority to proceed with the re-registration.

4. Process
   
   The re-registration involves:
   • Creating an account or logging into the Zimbabwe Registrar of Companies' online portal.
   • Completing and submitting the re-registration form which covers various sections with accurate details.
   • Uploading the required company documents, notably the certificate of incorporation, CR6, CR5, last page of memo and articles as well as latest annual return.
   • Paying the applicable re-registration fee, which varies depending on the company type and size, typically ranging from USD50 to USD300 using the online payment platform linked to account.
   • Awaiting review and approval from the Registrar of Companies.
   • Receiving a new registration certificate and other company documents upon successful re-registration.

5. Consequences of Non-Compliance
   
   Companies that fail to re-register by the stipulated deadline will be struck off the companies register. This means they will no longer have legal standing to operate, and their company names may become available for registration by other entities.

CONCLUSION

It is imperative for all affected companies to undertake the re-registration process promptly to ensure compliance with Zimbabwe's current corporate laws and to maintain their legal status. Once re-registration is done, companies should ensure annual returns are done annually since failure to submit for a timeframe set by the Registrar may result in de-registration. Overall, the company online re-registration system will improve governance of companies' registry.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.