Statutory Instrument (S.I.) 108 of 2025 speaks on the mandatory corporate re-registration process in Zimbabwe, required under the Companies and Other Business Entities Act [Chapter 24:31].
Key points on company re-registration:
Zimbabwe’s Mandatory Company Re-Registration
1. The Core Mandate and Purpose
The Companies and Other Business Entities Act (since February 2020) made it mandatory for all existing companies and Private Business Corporations (PBCs) to re-register. The primary goal is to modernize the corporate registry by transitioning from the former outdated, manual, paper-based system to a new electronic filing system, ensuring all records are current and legally compliant.
2. Who Must Re-Register?
The requirement is broad, covering:
- All companies and PBCs originally registered under previous laws (i.e., before February 2020).
- Crucially, any registration done before the new electronic system was introduced in March 2024 must also re-register.
- This includes Private Limited Companies (Pvt Ltd), Public Limited Companies, Partnerships, Non-Governmental Organisations (NGOs), and Sole Traders registered as business entities.
3. The Deadline and Consequences
- New Deadline: Companies should have registered by the 20th of April 2026
- Previous Deadline: While the initial deadline was February 2021 and was extended, companies were expected to complete the process by December 31, 2024.
- The Penalty: Failure to re-register by the set date will result in automatic deregistration (being “struck off”) and removal from the official companies register. This effectively terminates the company’s legal existence and makes its name available for use by other entities.
4. Key Requirements for Re-Registration
To successfully apply, a company must prepare and submit several updated and original documents:
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.
| Category | Required Documents/Information |
| Identification | Company name and existing registration number. |
| Foundational Documents | Scanned copies of the original Certificate of Incorporation, CR5, CR6, and Memorandum and Articles of Association (M&As). |
| Corporate Governance | Updated details for all directors and shareholders (names, IDs, dates of birth, and contact information). |
| Compliance | Proof of up-to-date annual returns filed with the Registrar of Companies. |
| Internal Approvals | Board meeting minutes approving the re-registration, a special resolution signed by shareholders, and a signed affidavit confirming the authority to proceed. |
5. The Online Process
The actual re-registration is conducted digitally:
- Access: Log into (or create an account on) the Zimbabwe Registrar of Companies’ online portal.
- Submission: Fill out the online re-registration form accurately and upload all required documents (specifically the Certificate of Incorporation, CR6, CR5, last M&A page, and latest annual return).
- Payment: Pay the applicable re-registration fee online (typically ranging from USD20 to USD500).
- Completion: Await the Registrar’s review and approval. Successful entities receive a new registration certificate and related company documents.
Conclusion
It is critical for all affected businesses to complete this process immediately to ensure legal compliance and preserve their corporate status. Once re-registered, companies must also strictly adhere to filing their annual returns every year, as continuous failure to do so will lead to a second risk of deregistration. Ultimately, this system aims to significantly improve the governance and integrity of the companies’ registry.
