In the vibrant world of Zimbabwean business and philanthropy, choosing the right “home” for your vision is the first step toward success. While many look toward standard companies or simple associations, the Company Limited by Guarantee stands out as a powerful, sophisticated hybrid.
Here is a guide to navigating this unique entity, alongside its “cousins,” the Trust and the PVO.
1. The Powerhouse: Company Limited by Guarantee
Under the Companies and Other Business Entities (COBE) Act [Chapter 24:31], a Company Limited by Guarantee is a specialized legal entity designed primarily for non-profit purposes, membership clubs, and social enterprises.
The Catchy Secret: “No Shares, Just Promises”
Unlike a standard company where you buy shares, here, members act as Guarantors. They don’t “invest” money upfront; instead, they sign a “guarantee” promising to pay a specific amount (often as low as $1) if the company ever goes bust.
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The Vibe: It looks and acts like a prestigious corporation—it has a Board of Directors, a Certificate of Incorporation, and a formal office—but its heart is purely about a mission, not dividends.
2. Comparison: Choosing Your Champion
Each entity has a different “flavor” and legal anchor. Here is how they stack up:
| Feature | Company Ltd by Guarantee | Trust | PVO (Private Voluntary Org) |
| Governing Law | COBE Act [Chapter 24:31] | Trust Property Control Act [Chapter 8:09] | PVO Act [Chapter 17:05] |
| Regulator | Registrar of Companies | Registrar of Deeds | Ministry of Public Service & Social Welfare |
| Best For | Professional bodies, sports clubs, social enterprises. | Family legacy, asset protection, endowments. | Charities, NGOs, community aid, relief. |
| Legal Personality | Yes (Distinct from members) | Semi-distinct (Acts via Trustees) | Yes (Once registered) |
| Profit? | Reinvested into the mission. | Benefit of beneficiaries. | Prohibited (Must be charitable). |
3. Registration Requirements & Steps
A. Company Limited by Guarantee (The Corporate Route)
To register under the COBE Act, you generally follow these steps:
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Name Reservation: Apply for a unique name (e.g., “The Harare Innovators Hub”).
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Memorandum & Articles: You must submit constitutive documents stating that the company’s liability is limited by guarantee and that profits cannot be paid to members.
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Ministerial License: To drop the word “Limited” from your name (e.g., just “Harare Innovators Hub” instead of “Harare Innovators Hub Limited”), you must apply for a special license from the Minister of Justice under Section 82 of the COBE Act.
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Public Notice: You often need to advertise in the Government Gazette to allow for public objections.
B. The Trust (The Fiduciary Route)
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Trust Deed: A lawyer (Notary Public) drafts a Notarial Deed of Trust.
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Settlor & Trustees: Identify who is starting it (Settlor) and who will run it (Trustees).
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Deeds Registry: Register the deed with the Registrar of Deeds at the High Court.
C. The PVO (The Humanitarian Route)
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Constitution: Draft a constitution focused on welfare or social goals.
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Social Welfare Assessment: Submit your application through the District Social Welfare Office.
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Advertising: You must advertise your intent in a national newspaper to give the public 21 days to object.
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Police Clearance: All board members must provide fingerprints and police clearance.
4. The Benefits: Why Pick One?
Why a Company Limited by Guarantee?
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Corporate Prestige: It carries the weight of a registered company, making it easier to sign international contracts and open complex bank accounts.
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Asset Protection: Guarantors are only liable for their small “promised” amount, shielding their personal wealth.
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Stability: The company exists forever, regardless of whether directors leave or join.
Why a Trust?
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Speed: Generally faster to register than a PVO or a Guarantee Company.
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Confidentiality: It offers a high level of privacy regarding assets and beneficiaries.
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Flexibility: Trustees have broad powers to manage assets as they see fit for the beneficiaries.
Why a PVO?
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Tax Exemptions: It is much easier to get tax-exempt status (P.B.O. status) with ZIMRA if you are a registered PVO.
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Donor Magnet: Most international donors (UN, EU, etc.) require PVO registration before they grant funding.
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Government Recognition: It gives you the “official stamp” to carry out social work in communities.
A Crucial Note for 2026
Under the PVO Amendment Act of 2025, the government has expanded its oversight. Even if you register as a Trust or a Company Limited by Guarantee, you may still be required to register as a PVO if your primary activity is “resource mobilization for charitable purposes.”
