ZIMBABWE

PROCEDURE 

Registration and opening of office

Company Registration Procedure

1.  Submit Form CR 21 "Application" to the Chief Registrar of Companies for name search. This application must accompanied by a fee of Z$30.00 and normally takes up to two weeks to process. The search is only done in Harare. Name approval is then granted and a Certificate issued. 

2.  Within 30 days of CR 21 approval , you must submit the company's Memorandum and Articles of Associations together with a Form CR 6 which gives the location and postal address of the registered office. Assistance in the drafting of the Articles and Memorandum of Association can be obtained from Accounting and Consulting firms at a fee of Z$600.00 to Z$1000.00 
This submission can either be lodged in Harare in which case application need to be in duplicate or Bulawayo, where the application will need to be in triplicate. 

The application must be submitted together with a fee of 50 cents per every Z$100.00 of the nominal share capital. The minimum fee is Z$100.00. For Public and Foreign companies the minimum fee is Z$500,00. 

The documents being in order, the Registrar registers the company and certifies that the company is incorporated and date of incorporation. A certificate of Incorporation is issued to the company. A Form C.V. 3 Notice on the Companies Act (Chapter 190) is also issued to the company, to acquaint themsevles with the statutory requirements of the Act. 

3.  Within one month of Incorporation Form CR 14 must be submitted to notify the Registrar of the appointments of or changes amongst, a company's directors or secretaries including any change in their addresses. 

4.  Form CR 2 must be submitted to the Registrar on the allotment of shares, one month from the date of such allotment. No return is required for the shares signed in the Memorandum. 

5.  In terms of Section 102 of the Companies Act every company shall hold Annual General Meeting and specify the meeting as in notices calling for it. Not more than 15 months shall elapse between the date of one Annual General Meeting of a company and that of the next. The notice of holding an Annual General Meeting shall be given in Form CR 20. The fee lodging an Annual Return shall be determined by the Registrar. 

The penalties for late lodging of this return accrue at the rate of 10% per month to a maximum 100% of the lodgingfee. 

6.  An Annual Return must be lodged within one month after the date of the Annual General Meeting. It should be noted that every apparent change in subsequent Annual Return Form must be supported by an intermediate notification be it in form No. CR 2, 6, 8, 14 or other similar notification. 

7.  If a company is registered as a Public Company , a statutory meeting must be held within a period of not less than one month or more than three months from the date on which the company is entitled to commence business (i.e. when the Certificate of Incorporation is issued). A copy of the statutory report on Form CR 10 must be lodged with the Registrar before the meeting is held. 

8.  As the process of incorporating a Company could take approximately 5 weeks, investors can elect to buy a dormant or shelf company from Consulting and Accounting Firms at cost of Z$300.00 to Z$800.00. Applications can then be submitted to the Zimbabwe Investment Centre on the dormant company and a change of company name can be done later. 

All these forms are obtainable from stationary stores at a cost of Z$0.66 each. Once a company has incorporated in Zimbabwe the next step is to submit an application for Project Approval to ZIMBABWE INVESTMENT CENTRE. All costs contained here are subject to price changes. 

For more information please contact: 

The Registrar of Companies

Abu-Ghazalen Intellectual Property / Regional Office
Amman Commercial Center, P.O. Box 921100, Amman, 11192 Jordan

Fax: (962-6) 603-743 

Tel: (962-6) 669-603

Email Address: (AGIP@tag.com.jo)