The information provided outlines a critical, mandatory compliance exercise by the Zimbabwean Government to modernize its corporate registry. The initiative, driven by Statutory Instrument (SI) 108 of 2025 under the Companies and Other Business Entities Act [Chapter 24:31] (COBE Act), requires all old entities to transition from the former paper-based system to the new electronic platform.
Here are the key points, detailing the implications and necessary actions for affected entities:
🏛️ Legislative Mandate: Statutory Instrument 108 of 2025
The government has enacted SI 108 of 2025 (Companies and Other Business Entities (Re-Registration) Regulations, 2025) to give regulatory teeth to the COBE Act. This mandatory requirement applies to all entities (including Companies and Private Business Corporations (PBCs)) originally registered under the old legislation and paper-based system.
The re-registration is not simply an administrative update; it is a legal requirement designed to:
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Cleanse the Official Register: Eliminate dormant, non-compliant, and defunct entities from the national registry.
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Enhance Data Integrity: Migrate all active corporate records onto a secure, modern, electronic database, ensuring accuracy for stakeholders, investors, and regulatory bodies.
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Ensure Compliance: Align all registered businesses with the new provisions of the COBE Act.
🗓️ Key Requirements and Deadline
| Requirement | Details |
| Mandatory Action | Complete the re-registration process on the new electronic system managed by the Companies and Intellectual Property Office of Zimbabwe (CIPZ). |
| Statutory Deadline | April 20, 2026. This is a strict, non-negotiable legal cut-off. Failure to comply by this date will trigger automatic penalties. |
The firm deadline necessitates immediate action. Entities should not wait until the final months, as the Companies Registry is expected to face significant bottlenecks as the deadline approaches.
🚫 Penalties for Non-Compliance
The penalties for missing the April 20, 2026 deadline are exceptionally severe and designed to enforce strict adherence:
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Automatic Deregistration: The company or PBC will be automatically struck off the official Companies Register without any further warning or hearing.
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Loss of Legal Personality: The entity will legally cease to exist as a corporate person. This means it will lose the capacity to:
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Legally own assets (property, vehicles, equipment).
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Enter into, enforce, or defend contracts.
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Operate or maintain corporate bank accounts.
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Sue or be sued in its corporate name.
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Forfeiture of All Assets to the State: This is the most serious consequence. Upon removal from the register, all assets legally held by the company will be subject to forfeiture (reversion) to the State in terms of the COBE Act’s provisions for defunct entities. This action is irreversible without complex, costly, and time-consuming legal restitution.
✅ Prerequisites for Application (Remediation Phase)
The re-registration process requires the company to be compliant with its historical statutory obligations before the application can be successfully submitted on the electronic portal.
Prior Compliance Requirements:
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Settlement of All Outstanding Annual Returns: The entity must file all annual returns (CR2/CR14 equivalent) that are currently outstanding, dating back to its previous filing status.
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Settlement of Penalties: Any penalties accrued due to the late submission of annual returns or other historical breaches must be paid in full.
Required Statutory Documentation:
The following documents must be prepared, up-to-date, and ready for electronic submission:
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Certificate of Incorporation (Original): The document confirming the entity’s initial legal creation.
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CR5/CR6 (or CR14 for older companies): Up-to-date statutory forms listing the registered address and the current list of directors and secretaries.
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Memorandum and Articles of Association (M&A): The company’s constitutional document, which should be reviewed to ensure alignment with the new COBE Act provisions.
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Board and Shareholder Resolutions: Formal minutes of a board meeting and/or shareholders’ meeting explicitly authorizing the re-registration process and confirming the details to be submitted.
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Affidavit: A sworn legal statement confirming the authority of the individual submitting the application on behalf of the company and affirming the accuracy of the information provided.
🏦 Bank Requirements to Ensure Compliance
Banks have established internal deadlines to protect its clients and ensure regulatory alignment in line with the COBE Act’s risk of asset forfeiture.
| Internal Timeline | Action Required from Client | Implication |
| Internal Submission Deadline: 2026 | Clients must submit proof of successful re-registration and all supporting statutory documents to the Bank. | KYC/CDD Completion: This allows the Bank to update its Know Your Customer (KYC) and Customer Due Diligence (CDD) records, confirming the client’s continuous legal existence and ownership structure under the new electronic register. |
Consequences of Failing the Bank’s Internal Deadline:
Failure to provide the updated documentation to the Bank by due date, exposes the client’s corporate account to risk. While the final legal deadline is April 20, 2026, the Bank must comply with anti-money laundering and financial compliance statutes. Without the re-registration proof, the Bank may be legally obligated to place restrictions or freezes on the account until the client’s legal status is confirmed and compliant under the new SI 108 of 2025.
