Zimbabwe Company Formation & Entity Choice

Entity types and incorporation

• 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 ((approx — fees change; confirm current schedule)) USD (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))