• USD $25,00

  • PBC (Private Business Corporation)

  • Is governed by the Private Business Corporation Act, Chapter 24.11
  • Processing takes 14 Working Days
  • Minimum of 1 director/ member or shareholder
  • Ideal for local (Zim) Sole Traders and Small Businesses
  • Cheaper to register and easier to maintain
  • No annual returns
  • Register
  • USD $50,00

    Customer's Choice

  • PLC (Private Limited Company)

  • Is governed by the Companies Act (Chapter 24:03)
  • Processing takes 14 Working Days
  • Ideal for medium to large businesses & most popular
  • Can employ an unlimited number of employees.
  • 2 to 20 directors & 1 to 50 shareholders with limited liability
  • Can hold shares in another company
  • Annual returns compulsory
  • Register
  • USD $300,00

  • Trust (Non Profits, Church, NGOs)

  • Processing takes 10 Working Days
  • Entity whose assets are entrusted to a group of people on behalf of the beneficiaries
  • Recommended for Churches, NGOS & Charitable Organisations
  • Consists of The Founder, The Trustees & The Beneficiaries
  • Limited public disclosure
  • No annual Fees
  • Register
  • USD $20,00-$150

  • Tax Clearance, Vendor Number, CR14, CR6

  • Processing takes 10-14 Working Days
  • Vendor Number Registration $400.00
  • CR14 for Change of Directorship
  • Change of PBC Membership
  • Tax clearance & BP registration
  • Annual returns for Private limited companies
  • Register

Requirements and procedure for registration.

The requirements for registering a business in Zimbabwe are as follows:

  • 1 to 4 proposed names for your company, these need to be submitted in order of priority. So you start with the name you want the most and then list the rest ending with the one you want the very least.
  • The core business of the PBC or PLC. These will be the main objects of the company.
  • The full names and ID numbers of between 1 to 20 members for a PBC. These will serve as the shareholders and directors of the Private Business Corporation. This is equivalent to the CR14 on the Private Limited Company. In a PBC this goes on the Statement of Incorporation.
  • The full names and ID numbers of at least 1 shareholder for a PLC. These will serve as the shareholders or owners of the Private Limited Company. In addition to the shareholders, a Private Limited Company requires at least 2 directors. These can be the same as the shareholders or they can be employess. The shareholders go in the Articles of Association and the directors go on the CR14.
  • Each members interest or stake or share in the PBC or PLC. The total interest of all the members combined must be 100% in a PBC.
  • Physical and postal address of the business. In a PBC this goes on the Statement of Incorporation and in a Private Limited Company it goes on the CR6.
  • Each member of the PBC must sign the Incorporation Statement before the Registrar affixes his seal, stamp and signature. In a PLC the shareholders must sign and state the number of shares they are taking in the Articles of Association.
  • A budget of $120 for the basic PBC registration and up to $260 if you get optional member certificates, PBC by-laws, ZIMRA bank opening letter and ZIMRA ITF263 tax clearance certificate.
  • A budget of $300 for the basic PLC registration up to $450 if you get optional member certificates, ZIMRA bank opening letter and ZIMRA ITF263 tax clearance certificate.

The procedure for registering Stage 1:

A request is made to the Registrar of Companies office for a search to be made in the Register of Companies. The following is applicable at the name search stage:

  • The purpose of an application for reservation of name is to get the authority of the Registrar to use a particular name.
  • If the Registrar approves your application to reserve a name, he will reserve that name for you for a period of 30 days to enable you to register your PBC or PLC. He will not allow any other person to register that name during that period.
  • You are advised to give four names in your application so that if one name is not accepted, another one may be. You should list the names in order of preference.
  • The Registrar will not accept a name which is similar to that of another PLC or PBC, or is likely to mislead the public or is indecent.

The Registrar will give a written notice of whether any of your names were accepted or if they were rejected. This process takes 3 to 6 working days.

The procedure for registering Stage 2:

  • After your name has been successfully reserved, the documentation for the registration of the PBC or PLC must be submitted to the Registrar of Companies.
  • This process involves the appointment of members (shareholders/directors) of the PBC. Each member is assigned a percentage of ownership in the PBC.
  • The total percentage for all members must add up to 100%. For a PLC this will be appointment of shareholders, directors and a company secretary.
  • The Registrar will then register the PBC or PLC and assign to it a registration number.
  • The Registrar will put his seal, his stamp and his signature to the PBC Incorporation Statement to signify its authenticity.
  • For a PLC the Registrar will issue a Certificate of Incorporation and affix his signature and stamp on the Articles of Association, Memorandum, CR6 and CR14.
  • The PBC or PLC is also entered into the Company registry and becomes searchable in the Registrar’s database. This process takes 3 to 6 working days.

Frequently Asked Questions

PBC F.A.Q

What is a PBC?

A PBC (Private Business Corporation) is a formal corporation designed for small to medium enterprises in Zimbabwe.

Why is the PBC cheaper to register?

The PBC is a lot cheaper to register as it is government’s attempt to formalize the informal sector. It’s also specifically designed for small to medium businesses hence the attempt to reduce the price to accommodate smaller businesses who cannot afford the higher costs of registering a PLC. Not only is a PBC cheaper to register, it’s also cheaper and easier to maintain. It has no annual returns and laws that govern it are pretty straight-forward.

What are it's advantages?
  • Easy and cheaper to establish and to operate.
  • The life of the Private Business Corporation is perpetual.
  • Members have limited liability.
  • Transfer of ownership is easy.
  • Fewer legal requirements than a private company.
  • No need for audits.
  • Allows one to register as a sole trader.
  • A Private Business Corporation does not pay annual returns at the
  • Registrar of Companies.
  • Can employ an unlimited number of employees.
  • A PBC is not limited in terms of how much revenue it can make.
What are it's limitations?
  • The number of members/ shareholders/ owners are limited to 20 natural persons.
  • Only individuals (i.e. natural persons) can be shareholders. This means you cannot have organisations as shareholders.
  • Not as popular as the Private Limited Company.
  • Non Zimbabweans may be members of a Private Business Corporation (PBC), provided that they have at least one Zimbabwean as a member.
Can a PBC register for tax and open a bank account?
  • A PBC can own and operate a bank account.
  • A PBC can register for taxation with ZIMRA, apply for a tax clearance certificate and VAT registration.
Which documents do I get?
  • No. In a PBC you get what is called a Certificate & Statement of Incorporation. This document contains the same details as are in the CR6 and CR14.
  • CR6 specifies the address of the business and CR14 specifies who the directors of the company are. So whenever a bank, company or stakeholder requests for your CR6 or CR14, simply provide them with your Certificate & Statement of Incorporation.
  • The memorandum and articles of association are for internal use and govern the relationship of the shareholders in a company. The equivalent in a PBC is a document called ‘a bylaw’. This is an optional document but you can have it drafted for your PBC if you prefer.

PLC F.A.Q

What is a PLC?

A Private Limited Company (PLC) is a formal corporation designed for small, medium to large enterprises in Zimbabwe.

What are it's advantages?
  • A Private Limited Company allows another company or organisation to own shares in the business.
  • The Private Limited Company is the most popular form of business incorporation in Zimbabwe.
  • A Private Limited Company makes it easy to separate between members/ owners or shareholders and directors/ employees.
  • The members/ owners or shareholders have limited liability.
  • Transfer of ownership is easy.
  • A Private Limited Company can employ an unlimited number of employees.
  • A Private Limited Company is not limited in terms of how much revenue it can make.
What are it's limitations?
  • Has slightly more legal requirements than a PBC.
  • A Private Limited Company pays annual returns at the Registrar of Companies.
  • A Private Limited Company is more expensive to register and run.
  • A Private Limited Company can be de-registered by the Registrar of Companies if it does not submit annual returns for more than 2 years.
Which documents do I get?
  • Certificate of Incorporation
  • CR6
  • CR14
  • The memorandum and articles of association
  • CR6 specifies the address of the business and CR14 specifies who the directors of the company are.
  • The memorandum and articles of association are for internal use and govern the relationship of the shareholders in a company.
What type of local registered address is required ?
  • A local registered address is one of the minimum requirements for opening a company in Zimbabwe.
  • The registered address must be a physical address in  i.e a physical location and not just a Post Office Box (PO Box)s.
Do l get a tax clearance after registration?
  • Tax Registration and ITF263 (Tax Clearance registration is another process which requires a budget of $100 to $150 and takes 2 to 10 working days.

TRUST F.A.Q

What is a Trust?

A non-profit making entity whose assets are entrusted to a group of people on behalf of the beneficiaries.

What sort of organisation can be registered as a Trust?
  • Churches
  • Charitable Organisations.
  • Orphanages.
  • Clubs and Associations.
  • Disabled people’s home etc
What makes up a Trust?

Each Trust must have the following:

  • The Founder
  • The Trustees
  •  The Beneficiaries
  • The Objectives
Why Set Up a Trust?

Individuals may establish a trust for one or more of the following reasons:

  • Charitable Action

Setup an organisation beneficial to the community for the relief of poverty,
the advancement of education, the advancement of religion, the advancement of citizenship or community development etc

  • Wealth Protection

Wealth Protection is a major advantage of private trusts. Since the trustee is the legal owner of the assets, the settlor relinquishes his /her rights. In most cases, this ensures protection against creditors, bankruptcy and other risks such as a matrimonial asset battle in the event of a divorce.

  • Succession Planning

Succession Planning can be managed by setting up trusts, which alleviates concerns of forced inheritance legislations. Trust arrangments empower the settlor to decisively appoint the beneficiaries of their assets. Also, in the event of death, lengthy probate processes can be avoided by setting up trusts during the settlor’s lifetime. In case of bankruptcy of beneficiaries, the trust assets are protected and the beneficiaries are still assured of the income under the trust.

  • Tax Savings

Tax savings are an important consideration for many wealthy individuals to choose to setup trusts in low tax jurisdictions. In the case of Singapore, there is no capital gains tax, estate duty tax or withholding tax imposed on the distributions to beneficiaries. There are also various income tax exemptions available to qualifying foreign or domestic trusts, including, the tax exemption on certain types of trust income of a foreign trust as well as its distributions to beneficiaries.

Benefits?
  • Limited public disclosure – there need not be an auditor or audited financial statements unless these are required by the trust deed.
Drawbacks?
  • Expensive and time consuming to establish and requires professional assistance
  • No independent legal personality
  • Control is with the trustees – there is no accountability to a wider membership base

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