Zimbabwe Company Formation & Entity Choice

Entity types and incorporation

Companies and business entities in Zimbabwe are governed by the Companies and Other Business Entities Act (Chapter 24:31) and registered through the Deeds, Companies and Intellectual Property (DCIP) registry. The two most common forms for small business are the Private Business Corporation (PBC) and the Private Limited Company (Pvt Ltd).

• Governing legislation — Companies and Other Business Entities Act (Chapter 24:31) (Companies and Other Business Entities Act (Chapter 24:31))
• Private Limited Company (Pvt Ltd) — Separate legal entity; shareholders' liability limited to shares; commonly 1+ directors (historically a minimum of 2) ((approx — confirm current minimum director count)) (Companies and Other Business Entities Act (Chapter 24:31))
• Private Business Corporation (PBC) — Simplified entity with 1 to 20 members; requires an accounting officer; at least one Zimbabwean member (Companies and Other Business Entities Act (Chapter 24:31))
• Other entity types — Public limited company, partnership, sole trader, co-operative, and registered branch of a foreign company (Companies and Other Business Entities Act (Chapter 24:31))
• Minimum share capital — No statutory minimum; share capital can be set as low as USD 1 (number and class of shares stated at incorporation) USD (Companies and Other Business Entities Act (Chapter 24:31))
• Name search and reservation — Submit a name-search application to DCIP; an approved name is reserved before incorporation (Companies and Other Business Entities Act (Chapter 24:31))
• Incorporation documents — Pvt Ltd: lodge memorandum and articles (CR forms) with director/shareholder details; PBC: lodge a statement of incorporation (PBC2) naming members, contributions and accounting officer (Companies and Other Business Entities Act (Chapter 24:31))
• Typical incorporation timeline — Approximately 1–4 weeks depending on name approval and document processing ((approx — confirm current DCIP turnaround)) (Companies and Other Business Entities Act (Chapter 24:31))
• Indicative registration cost — PBC from around USD 70 (up to ~USD 140 with member certificates/by-laws); Pvt Ltd costs vary with capital and agent fees USD ((approx — fees change; confirm current schedule)) (Companies and Other Business Entities Act (Chapter 24:31))
• Post-incorporation tax registration — Register with ZIMRA for a Business Partner Number (BPN), and for VAT if turnover exceeds USD 60,000, and for PAYE/NSSA if employing staff (Revenue Authority Act (Chapter 23:11))
• Core annual compliance — File annual return with DCIP, maintain statutory records, file annual income tax return (ITF12C) and pay QPDs, and submit periodic VAT/PAYE returns (Companies and Other Business Entities Act (Chapter 24:31))
• Annual return obligation — Registered entities must lodge an annual return with DCIP each year to remain in good standing (Companies and Other Business Entities Act (Chapter 24:31))