- in Africa
- in Africa
The Government of Zimbabwe, a few years ago, enacted the Companies and Other Business Entities Act (Companies Act). Last week by publication of regulations in the Gazette, it announced that owners of all companies currently registered in Zimbabwe will need to re-register their companies online. This requirement marks a major turning point in registration and record keeping system for private companies in Zimbabwe. In straightforward terms, "all companies and Private Business Corporations" registered under the old paper-based system must migrate to the new electronic register by 20 April 2026. Companies are encouraged to comply within the required timeframe to avoid the risk of deregistration or removal from the official register of companies.
Understanding the Law in Practical Terms
For many years, Zimbabwe relied on a manual, paper-based system for company registration and records. While this system was functional, it was susceptible to delays, misplacement or loss, and administrative inefficiency. The government has now introduced a digital platform aimed at making the registration and maintenance of company records more efficient, secure, and easier to manage.
The regulations emphasize the importance of timely re-registration, as companies that do not meet the deadline may be subject to deregistration and its accompanying legal consequences. This development is not merely administrative—it reflects a broader national aim to improving efficiency, accuracy and confidence in company records.
Although the regulations apply only to companies registered at the national office in Zimbabwe, foreign companies and individuals with joint ventures in Zimbabwe should take note that the ongoing company re-registration exercise applies to them as well should they have registered local companies or established subsidiaries in Zimbabwe as the legal entity for their investment and/ or operations in Zimbabwe. Owners using locally incorporated companies as investment vehicles must ensure these are duly re-registered within the prescribed timeframe to maintain their legal standing and protect their business interests in Zimbabwe.
The reliance on technology also calls for balance in the Zimbabwean context. While digital platforms promise speed and reliability, challenges such as power cuts, system downtime, and limited access to ICT equipment cannot be ignored. Some business owners who lack consistent access to internet services or those less familiar with online systems may also struggle to navigate the process and could become vulnerable to online risks. Maintaining manual and digital back-up systems could therefore ensure availability of historical and other records and guard against unforeseen disruptions.
Why Timely Compliance Matters
While businesses in Zimbabwe often take a cautious approach to new regulations, in this instance, prompt compliance is strongly advised to avoid potential complications and unnecessary costs. Although there may be mechanisms for restoration after deregistration, as of now, the regulation does not specify or suggest the availability of any grace period or restoration. Should it become available, the restoration process, could be lengthy, costly, and disruptive. Timely compliance therefore remains the most effective way to safeguard a company's continuity, reputation, and legal standing.
The Intellectual Property Dimension
Perhaps the most underappreciated consequence of deregistration lies in its effect on trademarks and intellectual property rights.
In Zimbabwe some companies use their trademark as a company name. In the event the company is deregistered for failure to comply with the re-registration required, this may have a negative impact on the company's rights against infringement. Where a trademark is registered in the name of a company, the continued legal existence of that company becomes essential to the validity, ownership, and enforceability of its trademark rights.
In short, deregistration does not only affect legal status—it threatens the very identity and market presence of a business.
Consideration of Company Names in Trademark Applications
The Registrar may refuse registration of a mark that is identical with or closely resembles another mark or name and likely to cause confusion. This includes company names registered under the Companies Act.
Accordingly, when examining trademark applications, the Registrar considers records from the Companies Registry to identify any prior rights that may arise from an existing company name. If a Company has been de-registered because of failure to comply with re-registration before the deadline date, then it may be that the Registrar at the Trade Marks office would have no ability to raise an objection to registration of a trademark application using the same or similar mark as a company name.
Preparing for April 2026
For directors and entrepreneurs, re-registration should be treated as part of a wider governance and risk management strategy. The following actions are recommended:
- Begin Early: Start the re-registration process well ahead of the deadline.
- Audit Intellectual Property: Ensure that all trademarks, patents, and copyrights are correctly aligned with the re-registered entity.
- Review Contracts: Examine key agreements to check whether deregistration could trigger termination or default clauses.
- Seek Professional Guidance: Legal and compliance experts can help integrate re-registration with broader corporate and intellectual property management.
Conclusion
The deadline set by the regulation is more than a routine compliance formality; it represents an important milestone for ensuring a company's continued legal standing and operational stability. Companies that do not take timely action may face the risk of removal from the register and potential challenges in maintaining control over important assets such as their brands and intellectual property.
In Zimbabwe's evolving business environment, the importance of compliance cannot be overstated. Re-registration is not just about staying on the register; it is about protecting the continuity of the company, its reputation, and the future of its trademarks. For further detailed information on the re-registration process, including an estimate of related costs, please feel free to contact our firm.
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.
