Legal Discussions with Vengai Madzima: Companies Re-registration in Zimbabwe

NewZimbabwe.com has invited Vengai Madzima, the Senior Partner at Madzima Chidyausiku Museta Legal Practitioners (MCM Legal) to discuss with us legal issues that affect Zimbabweans. The discussions are of a general nature and those seeking specific legal advice should contact their lawyer.

Reporter: Welcome back Mr. Madzima, we understand all companies in Zimbabwe have to re-register, when do they have to re-register by and why?

VM: Thank you

I think it is critical that I start by answering your when, as the date to register all companies and other business entities is now imminent. All companies and public business corporations that were registered on the paper-based platform before the implementation of the new electronic system have to be re-registered by the 20^th of April, 2026 or they will cease to exist in law.

In the other words, beyond this date, the company will no longer be a registered company and the name of the company may become available for anyone else to register, which may have significant consequences on current holdings and business contracts including goodwill accumulated.

This deadline was set in terms of Statutory instrument 108 of 2025,  gazetted in September last year by the Minister of Justice, Legal and Parliamentary affairs.

Reporter: Yes indeed the date is imminent, you said after 20^th April 2026 companies registered using the paper based system, before electronic filing was introduced, will cease to exist, we go back to the question why?.

VM: I will give you the legal history of why the registration matters.

Most companies operating in Zimbabwe and also holding properties and assets were registered under the previous Companies Act (Chapter 24:03) and the Private Business Corporations Act (Chapter 24:11).

Such registration were paper–based, which led to some company documents being lost, files in some instances being misplaced, even at the Companies Registry. You will agree with me that when a scenario of that nature happens, performing tasks like due diligences on a company will then take longer than necessary.

You can imagine the sheer volume of companies that are registered with the Companies Registry and a file is misplaced.

A system like that is cumbersome in a fast-paced world and susceptible to fraud or tinkering.

In an attempt to streamline and modernize the registration and regulation of companies, on 13^th February, 2020 The Companies and Other Business Entities Act (Chapter 24:31) came into effect replacing the Companies Act and Private Business Corporations Act, thereby transforming the paper based system to an electronic filing system, which is more efficient and arrests some of those operational problems.

Reporter: What is required to re–register the existing companies registered under the paper-based system?

VM:  In terms of electronic re-registration, the company through its appointed representatives is required to submit by electronically filing copies of current existing documents registered under the old system, example your certificates of incorporation, memorandum and articles of association your CR5’s and CR6’s and for  those companies that where registered before 2022, they will submit CR14’s.

It is also important to highlight that the re-registration will require that all annual returns are updated before the company is allowed to re-register.

Reporter: What are the advantages and disadvantages of re- registration?

VM: The obvious advantage is that the company will continue to exist in its current details albeit registered on an electronic platform. This protects the business name, assists institutions of credit like banks and business partners to access the company’s information easier enhancing efficiency and transaction turnover.

This will ensure that there is no disruption in the company from an operational perspective.

I thought it important to start by mentioning that.

It shows other businesses that the company and its directors are organized.

The disadvantages of not registering are also as obvious. The company will no longer exist. This may have catastrophic consequences on  companies that hold assets in the company’s name.

Further, the company name loses the protection it currently enjoys with the Companies Registry. Any other person may be able to register a company with the same name gaining automatically the goodwill that was associated with that name which had been created over years.

Reporter: Thank you, Mr. Madzima we have to end here because of our time.

VM: Thank you.

You can contact Vengai Madzima on vengai@mcmlegal.co.zw or at www.mcmlegal.co.zw.

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