Here is a complete guide on company registration in Zimbabwe

6 Steps to register a company in Zimbabwe

1. Choose a business structure
2. Come up with a unique name
3. Apply for Certificate of Incorporation
4. Apply for a Tax Clearance Certificate
5. Print and frame your certificates once acquired
6. Open a business bank account

Step 1: Choose a business structure

The first step in registering a company in Zimbabwe is to choose a business structure that best suits your needs. The most common business structures in Zimbabwe include Private Limited Companies (Pvt Ltd), Public Limited Companies (PLC), Partnerships, and Sole Proprietorships. Each of these structures has its own advantages and legal obligations.

• Private Limited Company (Pvt Ltd): This is the most popular option for small to medium businesses. It limits the liability of its shareholders to the capital they invested in the company.
• Public Limited Company (PLC): Suitable for large businesses that aim to trade publicly, a PLC allows shareholders to freely buy and sell shares on the stock market.
• Partnership: In a partnership, two or more people come together to form a business, sharing profits and responsibilities. Each partner is personally liable for the debts and obligations of the business.
• Sole Proprietorship: A single individual runs the business and is responsible for its debts. This structure is simpler to set up but comes with the risk of personal liability.

Choosing the right business structure is a crucial step because it affects everything from day-to-day operations to taxes and personal liability.

Step 2: Come up with a unique name

Once you’ve selected a business structure, the next step is to choose a name for your company. The name must be unique and should not be identical to any already registered company in Zimbabwe.

To check the availability of your preferred company name, you can conduct a name search through the Zimbabwe Companies Registry. It’s advisable to prepare a few alternative names, just in case your first choice is not available.

A good company name is crucial because it forms part of your brand identity. Make sure it reflects the values and nature of your business.

Step 3: Apply for a certificate of Incorporation

After settling on a name, the next step is to apply for a Certificate of Incorporation. You will need to complete and submit Form CR6 (Notice of Situation of Registered Office) and Form CR14 (List of Directors). These documents are filed with the Registrar of Companies, along with your company’s Memorandum and Articles of Association.

The Certificate of Incorporation is a legal document that officially recognizes your business as a legal entity. It is essential for opening bank accounts, signing contracts, and conducting other official business activities.

Step 4: Apply for a Tax Clearance Certificate

Once your company is incorporated, you need to register it with the Zimbabwe Revenue Authority (ZIMRA) and apply for a Tax Clearance Certificate. This certificate, also known as an ITF263, is crucial for doing business in Zimbabwe. Without it, your company may be subject to a 10% withholding tax on every payment received.

To apply, you’ll need to submit documents such as the Certificate of Incorporation, Memorandum and Articles of Association, and a company bank account confirmation letter. Once your application is processed, you’ll receive the Tax Clearance Certificate, which you’ll need to renew annually.

Depending on your line of business acquiring tax clearance can cost anywhere from $100 to $2000 per year.

Step 5: Print and Frame Your Certificates Once Acquired

After successfully registering your company and receiving the necessary documents, including the Certificate of Incorporation and Tax Clearance Certificate, it's important to print and frame them. This serves both as a compliance measure and a way to display professionalism in your office. Additionally, it makes it easier to produce these documents when needed for official purposes, such as when working with partners or regulatory bodies.

Step 6: Open a Business Bank Account

Finally, with all your documentation in place, you can now open a business bank account. Most banks in Zimbabwe will require your Certificate of Incorporation, Tax Clearance Certificate, and a resolution to open a bank account signed by the company directors. A business bank account is essential for separating personal and business finances, managing cash flow, and building a credible financial history for your company.

With these six steps, you can successfully register a company in Zimbabwe and start operating legally. Make sure to keep your documents up-to-date and comply with all the relevant regulations to avoid penalties and ensure smooth business operations.