Articles of Association Zimbabwe — Template & Guide

What Are Articles of Association?

The Articles of Association are the internal governance rules of a company registered under the Companies and Other Business Entities Act [Chapter 24:31]. While the Memorandum of Association defines the company’s relationship with the outside world, the Articles regulate how the company operates internally.

The Articles are a binding contract between the company and its members, and between the members themselves. They govern day-to-day management, decision-making procedures, and the rights and obligations of shareholders and directors.

Key Topics Covered by Articles

Topic	What It Covers
Share Capital & Shares	Classes of shares, share certificates, calls on shares, forfeiture, lien
Transfer of Shares	Pre-emptive rights, restrictions on transfer, board approval requirements
General Meetings	AGM requirements, notice periods, quorum, voting procedures, proxies
Directors	Appointment, removal, powers, duties, remuneration, disqualification
Company Secretary	Appointment and duties of the company secretary
Dividends	Declaration, payment, interim dividends, reserves
Accounts & Audit	Financial year, accounting records, audit requirements
Borrowing Powers	Authority to borrow, limits, security interests
Winding Up	Distribution of assets on dissolution
Indemnity	Protection of directors and officers from liability

Table A — Default Articles

Table A is a set of model articles prescribed in a schedule to the Companies Act. If a company does not file its own Articles, Table A applies automatically in full. However, most companies adopt custom articles that modify certain provisions to suit their specific needs.

When drafting custom articles, companies typically:

• Adopt Table A with modifications: “The regulations in Table A shall apply to the company, except as modified below...”
• Exclude Table A entirely: Draft a complete set of custom articles from scratch

Important Provisions for Private Companies

Share Transfer Restrictions

A key feature of Private Limited Companies is that shares are not freely transferable. The Articles typically provide:

• Pre-emptive rights: Existing shareholders have the first right to purchase shares before they can be offered to outsiders
• Board approval: The directors must approve any share transfer
• Valuation mechanism: How shares are valued when offered for sale

Director Appointment and Removal

The Articles should specify:

• How directors are appointed (by shareholders at a general meeting or by the board to fill casual vacancies)
• Rotation of directors (if any)
• Grounds for automatic vacation of office (bankruptcy, mental incapacity, absence from meetings)
• Process for removal by shareholders (ordinary resolution with special notice)

Meeting Procedures

• AGM: Must be held within 6 months of the financial year end
• Notice: Minimum 21 days’ notice for AGMs; 14 days for other general meetings
• Quorum: Typically 2 members present in person or by proxy (for Pvt Ltd)
• Voting: Show of hands (one vote per member) or poll (votes according to shareholding)
• Proxies: Members may appoint proxies to attend and vote on their behalf

Dividends

The Articles typically provide that:

• Dividends may be declared by shareholders at a general meeting, but not exceeding the amount recommended by the directors
• Interim dividends may be paid at the directors’ discretion
• Dividends are paid in proportion to shareholdings (unless different classes of shares have different rights)
• No dividend may be paid from capital — only from distributable profits

Amending the Articles

Articles can be amended by passing a special resolution at a general meeting (requiring a 75% majority). The process:

1. Draft the proposed amendments
2. Give proper notice to shareholders (including the text of the proposed resolution)
3. Hold the general meeting and pass the special resolution
4. File a copy of the amended articles with the Companies Registry within 14 days