If you’ve been asked for “company papers” but haven’t yet registered a Private Limited Company (Pvt Ltd), you have a faster, more affordable alternative under the Companies and Other Business Entities (COBE) Act [Chapter 24:31]: the Private Business Corporation (PBC).
A PBC is a fully recognized legal entity in Zimbabwe. It allows you to trade, open bank accounts, and apply for tenders just like a “Pvt Ltd,” but with significantly less red tape.
The PBC: Zimbabwe’s Leaner Business Structure
1. What are the Requirements to Register a PBC?
Registering a PBC is simpler because it uses an Incorporation Statement instead of the bulky Memorandum and Articles of Association. To register in 2026, you need:
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Proposed Names: 1 to 5 preferred business names (the name must end with “PBC”).
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Member Details: Full names, National ID/Passport numbers, and residential addresses for all members (minimum 1, maximum 20).
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Member Contributions: A statement of what each member is bringing to the business (cash, assets, or services) and their percentage of ownership.
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Addresses: A physical business address and a postal address in Zimbabwe.
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Accounting Officer: The name and address of a qualified person (usually an accountant) who will oversee your financial records.
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Re-registration Note: Under the new COBE Act, all existing PBCs must re-register on the new digital portal (CIPZ) by April 20, 2026, or face deregistration.
2. Advantages and Disadvantages of a PBC
Here is a breakdown of the advantages and disadvantages of a PBC to help you decide if it is the right fit for your goals.
Advantages of a PBC
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Cost-Effective Entry: Statutory registration fees are significantly lower than those for a Private Limited Company (Pvt Ltd).
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Limited Liability Protection: This is the biggest “pro.” Just like a large company, a PBC is a separate legal entity. If the business fails, your personal assets (house, car) are generally protected from business creditors.
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Simple Management Structure: There is no requirement for a Board of Directors or a Company Secretary. The “members” (owners) manage the business themselves.
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Fewer Compliance Burdens: You aren’t legally required to hold formal Annual General Meetings (AGMs) or have your financial statements audited by expensive chartered accountants unless your turnover exceeds specific high thresholds.
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Perpetual Succession: The PBC continues to exist even if a member dies or leaves, making it more stable than a sole proprietorship.
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Easy Conversion: If your business grows exponentially, the law allows you to easily convert a PBC into a Private Limited Company later.
Disadvantages of a PBC
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Membership Restrictions: Only natural persons (individuals) can be members. This means a company or another PBC cannot own your business. This is a major hurdle for attracting corporate venture capital.
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Size Limit: A PBC is capped at a maximum of 20 members. If you plan to have a large number of investors, this structure will not work.
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Perception & Credibility: While legally equal, some large banks, international NGOs, and government departments still view a PBC as “small-scale” compared to a Private Limited Company. This can occasionally affect your ability to win massive tenders.
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Unlimited Liability in Specific Cases: If a member is found to have acted recklessly or fraudulently, the court can “pierce the corporate veil” and hold that member personally liable for the debts.
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Re-registration Requirement: Under the current COBE Act, all PBCs registered before 2024 must re-register on the new digital CIPZ portal by April 20, 2026, or they will be automatically struck off the register.
3. Would I Recommend a PBC? (Professional Verdict)
Yes, I highly recommend a PBC for:
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Sole Traders & Freelancers: If you are a consultant, engineer, or plumber moving from “individual” to “corporate” status.
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Small to Medium Enterprises (SMEs): It provides the “corporate veil” (protection) you need without the administrative headache of a PLC.
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Startups on a Budget: It gets you the “company papers” (Certificate of Incorporation) required for ZIMRA and bank accounts quickly and cheaply.
I would NOT recommend a PBC if:
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You are a foreign investor looking to have your offshore company own the Zimbabwean branch (Corporates cannot be members).
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You intend to raise venture capital or go public on the ZSE in the near future.
Conclusion for the Investor
The PBC is the “Swiss Army Knife” of Zimbabwean business structures—versatile, legal, and efficient. It allows you to meet the client’s request for “company papers” within 5–10 working days, giving you the legal standing to sign contracts and receive payments professionally.
