While the Private Business Corporation (PBC) is excellent for small-scale professionals, the Private Limited Company (Pvt Ltd) remains the gold standard for business in Zimbabwe. It is the structure of choice for those looking to scale, attract serious investment, or engage in high-value tenders.
1. What is a Private Limited Company?
A Private Limited Company (Pvt Ltd) is a voluntary association of people (shareholders) that is incorporated as a separate legal entity. This means the company is a “legal person” that can own property, enter contracts, and sue or be sued in its own name.
The most defining feature of a Pvt Ltd is Limited Liability. If the company fails, the shareholders’ personal wealth is protected; they are only liable for the amount they invested (the value of their shares).
2. Governing Law: The COBE Act
The Private Limited Company is governed by the Companies and Other Business Entities Act [Chapter 24:31], commonly known as the COBE Act.
Note: This Act replaced the old Companies Act in 2020 to modernize business practices, introduce digital filings, and strengthen corporate governance.
3. Advantages and Disadvantages
The Advantages
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Unlimited Growth: You can have up to 50 shareholders, making it easier to raise capital by selling shares.
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Corporate Credibility: It is the most recognized business structure by banks, international suppliers, and the Government of Zimbabwe.
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Institutional Ownership: Unlike a PBC, a Pvt Ltd can be owned by another company. This is essential for “Holding Company” structures.
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Tax Deductions: It offers robust tax-planning opportunities. You can deduct all business-related expenses before calculating the 25.75% corporate tax.
The Disadvantages
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Higher Compliance: You are legally required to appoint a Company Secretary, file Annual Returns, and hold Annual General Meetings (AGMs).
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Public Disclosure: Certain details (directors, shareholders, and registered office) are a matter of public record at the Companies Registry.
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Higher Costs: Both the registration fees and the ongoing professional fees (accountants, secretaries) are higher than those for a PBC.
4. Registration Requirements
To register a Pvt Ltd in Zimbabwe in 2026, you must submit an “Incorporation Pack” via the CIPZ (Companies and Intellectual Property Zimbabwe) portal consisting of:
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Name Reservation: 1 to 5 proposed names (The name must end in “Private Limited” or “Pvt Ltd”).
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Memorandum of Association: Outlines the company’s objectives (what it does).
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Articles of Association: The internal rules of the company (how it’s run).
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CR 6 Form: Notice of the physical and postal address in Zimbabwe.
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CR 14 Form: Particulars of the Directors and the Company Secretary.
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Shareholders: Minimum of 1 (who can also be a director).
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Directors: Minimum of 2 directors (one of whom must be a resident of Zimbabwe).
5. Can Foreigners Register a Company?
Yes. Zimbabwe is open for business, and foreigners can own 100% of a Private Limited Company in some sectors.
Requirements for Foreign Investors:
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Passport Copies: Certified copies of the passports of all foreign directors/shareholders.
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Local Resident Director: At least one director must be ordinarily resident in Zimbabwe. This person serves as the local point of contact for legal and tax purposes.
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ZIDA License: While not strictly mandatory for registration, foreign investors are highly encouraged to obtain an investment license from the Zimbabwe Investment and Development Agency (ZIDA) to enjoy investment protections and tax incentives.
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Minimum Capital: While there is no general “minimum capital” for all businesses, specific sectors like banking, insurance, and telecommunications have high capital requirements set by their respective regulators.
2026 Compliance Alert
If you already have a company that was registered before April 2024, you must complete the Mandatory Re-registration on the CIPZ portal by April 20, 2026. Failure to do so will result in your company being struck off the register.
