Does a company secretary need qualifications in Zimbabwe?

For a Private Limited Company, there is no formal qualification requirement. Any natural person who is not disqualified can serve. For a Public Limited Company, the secretary should have relevant experience or qualifications in corporate governance, law, or accounting.

Company Secretary Requirements in Zimbabwe

Q: Is a company secretary required in Zimbabwe?

Yes, for Private Limited Companies and Public Limited Companies. A PBC does not require a company secretary. The secretary must be a natural person (not a company) and cannot be the sole director.

Q: What are the duties of a company secretary in Zimbabwe?

The company secretary is responsible for: maintaining statutory registers, filing annual returns, ensuring compliance with the Companies Act, giving notice of meetings, recording minutes, filing changes (CR14, CR6) with the Registry, and safekeeping company documents.

Q: Can a director also be the company secretary?

A director can serve as company secretary, provided they are not the sole director. Where a company has only two directors, one of them can be the secretary. The same person cannot be the only director and the secretary simultaneously.

The Role of the Company Secretary

The company secretary is a statutory officer of a company registered under the Companies and Other Business Entities Act [Chapter 24:31]. The secretary is responsible for ensuring the company complies with its legal and administrative obligations — from filing annual returns to maintaining statutory registers.

While the directors set the strategic direction of the company, the secretary ensures the company’s governance machinery operates properly. The role is often described as the “conscience of the company” on compliance matters.

Which Companies Need a Secretary?

Entity Type	Secretary Required?
Private Limited Company (Pvt Ltd)	Yes — mandatory
Public Limited Company (PLC)	Yes — mandatory (with qualifications)
Private Business Corporation (PBC)	No
Foreign Company (Branch)	No (but must appoint a local representative)

Who Can Be a Company Secretary?

The secretary must be:

A natural person — a company or trust cannot serve as secretary
At least 18 years of age
Not the sole director — if the company has only one director, that person cannot also be the secretary
Not disqualified under the Act

Disqualifications

The following persons cannot serve as company secretary:

Persons under 18 years old
Persons of unsound mind (as declared by a court)
Undischarged bankrupts (insolvent persons)
Persons convicted of fraud, theft, or dishonesty offences within the preceding 5 years
Persons disqualified by court order from acting as a director or secretary

Note: For Public Limited Companies, the secretary should have relevant professional qualifications or experience — such as a legal, accounting, or corporate governance background. For Pvt Ltd companies, there is no formal qualification requirement.

Duties and Responsibilities

The company secretary’s duties include:

Statutory Filing

Filing annual returns with the Companies Registry
Filing CR14 forms when directors or the secretary change
Filing CR6 forms when the registered office address changes
Filing special resolutions with the Registry

Corporate Governance

Maintaining statutory registers (members, directors, charges)
Ensuring proper notice of meetings is given to directors and shareholders
Recording and maintaining minutes of board meetings and general meetings
Ensuring quorum requirements are met at meetings
Advising directors on their duties and obligations under the Act

Document Management

Safekeeping the Certificate of Incorporation, Memorandum, and Articles
Maintaining the company’s common seal (if the company has one)
Ensuring the company’s statutory records are available for inspection at the registered office

Compliance Monitoring

Ensuring the company complies with the Companies Act and other relevant legislation
Monitoring filing deadlines and regulatory requirements
Advising on corporate actions (share transfers, capital changes, name changes)

Appointing a Company Secretary

The first secretary is usually named in the CR14 form filed at registration. Subsequent appointments are made by the board of directors through a board resolution.

When appointing or changing the secretary:

Pass a board resolution approving the appointment
Obtain the new secretary’s written consent
File a new CR14 form with the Registry within 14 days (filing fee applies)

Outsourcing Company Secretary Services

Many small and medium companies outsource the company secretary function to a professional firm. Benefits include:

Expertise: Professional company secretaries understand the legal requirements
Compliance: Deadlines are tracked and met
Cost-effective: Cheaper than hiring a full-time person for a small company
Ideal for diaspora owners: Remote company owners need a reliable local secretary

Important: The company secretary can be held personally liable for certain offences under the Companies Act, such as failure to file annual returns or maintain statutory registers. This liability applies regardless of whether the secretary is an employee or outsourced.

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Frequently Asked Questions

Is a company secretary required in Zimbabwe?

Yes, for Private Limited Companies and PLCs. A PBC does not require a company secretary. The secretary must be a natural person and cannot be the sole director.

What are the duties of a company secretary?

The secretary is responsible for: maintaining statutory registers, filing annual returns, ensuring compliance with the Companies Act, giving notice of meetings, recording minutes, filing changes (CR14, CR6) with the Registry, and safekeeping company documents.

Can a director also be the company secretary?

Yes, provided they are not the sole director. Where a company has two or more directors, one of them can also serve as secretary.

Does a company secretary need qualifications?

For a Pvt Ltd, there is no formal qualification requirement. Any natural person who is not disqualified can serve. For a PLC, the secretary should have relevant experience or qualifications in corporate governance, law, or accounting.