🚨Mandatory Corporate Re-Registration in Zimbabwe: Beat the April 2026 Deadline
The Government of Zimbabwe has mandated a critical, one-time re-registration exercise for all companies and Private Business Corporations (PBCs) operating in the country. This is driven by the Companies and Other Business Entities Act [Chapter 24:31] (COBE Act) and formalized under Statutory Instrument (SI) 108 of 2025, which aims to update the Companies Registry from a manual system to a modern, electronic platform.
The deadline is firm, and the consequences of non-compliance are severe.
📅 The Critical Due Date
The non-negotiable deadline for all eligible entities to complete the re-registration process is:
This date applies to all companies and PBCs registered before the new electronic system was implemented (typically those registered before February 2024).
✅ Requirements for Re-Registration
The process involves cleaning up historical compliance gaps and submitting accurate, current information via the new electronic portal (Centralised Integrated Platform for the Administration of Business Entities – CIPZ). The requirements typically include:
| Category | Specific Requirement | Notes |
| I. Historical Compliance | Clearance of Annual Returns | All outstanding Annual Returns must be filed and any associated penalties settled with the Registrar of Companies. This is often the most time-consuming step. |
| II. Constitutional Documents | Original Registration Documents | Submission of the original Memorandum and Articles of Association (M&As) or other constitutional documents (e.g., the “Deed of Company” in older formats) and all filed forms (e.g., CR forms). |
| Constitutional Review | The M&As must be reviewed and, if necessary, updated to align with the current provisions of the COBE Act. | |
| III. Current Data | Verified Director & Shareholder Details | Mandatory digital personnel data (full names, National ID numbers, emails, and phone numbers) for all directors and shareholders. |
| Affidavits | Affidavits or declarations confirming the accuracy and currency of all details provided. | |
| IV. New Certificate | Application Form | Submission of the relevant application form as stipulated in the Tenth Schedule of the COBE Act, along with the prescribed fee. |
Note on “Deed of Company”: While the term “Deed of Company” is not typically used for a US company’s primary corporate instrument (which is usually the Articles of Incorporation/Organization and Bylaws), in the Zimbabwean context, this refers to the historic founding documents (Memorandum and Articles of Association) that must be submitted for re-registration.
🚫 Consequences of Not Re-Registering
Failure to comply by the 20 April 2026 deadline will result in severe, automatic penalties, effectively ending the entity’s legal existence.
1. Automatic Loss of Legal Status
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Automatic Deregistration: The company will be automatically removed (struck off) from the official Companies Register without any further notice.
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Loss of Legal Personality: The entity immediately loses its status as a separate legal person (juristic persona). This means it can no longer lawfully trade, enter into contracts, or sue/be sued in its corporate name.
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Loss of Name Protection: The company’s name becomes immediately available for registration by new applicants.
2. Personal Liability for Directors
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Piercing the Corporate Veil: Directors, shareholders, and officers may become personally liable for the company’s debts and obligations that arise while the entity is deregistered. This exposes their personal assets (homes, savings) to company creditors.
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Civil and Criminal Liability: Continuing to transact business or operate after the automatic deregistration may expose the directors and officers to civil and even criminal penalties.
3. Operational and Financial Paralysis
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Loss of Business Licenses: The company will be unable to obtain or renew essential business licenses and permits.
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No Tax Clearance (ITF263): The company will be unable to obtain a Tax Clearance Certificate (ITF263) from ZIMRA, which is essential for receiving payments, importing, and exporting.
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Inability to Deal with Assets: The company may face immense difficulty in dealing with or transferring corporate assets (e.g., real estate, vehicles) as it lacks legal standing.
To protect your business continuity, assets, and the limited liability protection for its owners, immediate action to comply with the re-registration requirements is imperative.
Would you like us to assist with the re-registration and compliance process?
