How to Deregister a Company in Zimbabwe

Ways to Close a Company in Zimbabwe

There are three main ways to close (deregister) a company under the Companies and Other Business Entities Act [Chapter 24:31]:

Method	Initiated By	Best For	Timeline
Striking Off	Registrar or company application	Dormant companies with no assets or liabilities	3–6 months
Voluntary Winding Up	Shareholders (special resolution)	Solvent companies with assets to distribute	6–12+ months
Compulsory Winding Up	Court order	Insolvent companies (unable to pay debts)	12+ months

Option 1: Striking Off (Most Common)

Striking off is the simplest and most cost-effective way to close a company that is no longer trading, has no assets, and has no outstanding liabilities. The company is removed from the register and ceases to exist.

Requirements for Striking Off

• The company must not be trading (dormant)
• The company must have no assets or liabilities
• All outstanding annual returns must be filed
• All ZIMRA obligations must be cleared (tax returns filed, no outstanding tax debts)
• All NSSA obligations must be settled
• No pending legal proceedings against the company

Striking Off Process

1. Board resolution: The directors resolve to apply for striking off
2. Shareholder resolution: If required by the Articles, pass a shareholders’ resolution
3. Clear all obligations: Settle tax, NSSA, and any other outstanding obligations
4. File outstanding returns: Submit any overdue annual returns to the Companies Registry
5. Submit application: Apply to the Registrar for striking off, with the applicable fee (included in our service)
6. Gazette notice: The Registrar publishes a notice in the Government Gazette giving 3 months for objections
7. Striking off: If no objections are received, the company is struck off the register

Option 2: Voluntary Winding Up

Voluntary winding up is appropriate when a solvent company (one that can pay all its debts) chooses to close down and distribute its remaining assets to shareholders.

Members’ Voluntary Winding Up Process

1. Directors’ declaration of solvency: The directors make a statutory declaration that the company can pay its debts in full within 12 months
2. Special resolution: Shareholders pass a special resolution (75% majority) to wind up the company
3. Appoint a liquidator: The shareholders appoint a registered liquidator to manage the winding up
4. Notify the Registrar: File the special resolution with the Companies Registry
5. Gazette notice: The liquidator publishes a notice in the Gazette
6. Realise assets and pay debts: The liquidator sells assets, pays creditors, and distributes surplus to shareholders
7. Final meeting: The liquidator convenes a final meeting and presents a final account
8. Dissolution: The Registrar dissolves the company 3 months after the final return is filed

Option 3: Compulsory Winding Up (Court-Ordered)

Compulsory winding up occurs when the High Court orders a company to be wound up, typically because:

• The company cannot pay its debts (the most common ground)
• The company has acted in a manner oppressive to minority shareholders
• It is just and equitable to wind up the company

This is a court-driven process involving a Master of the High Court-appointed liquidator and is beyond the scope of this guide. Legal representation is essential.

Tax Clearance for Deregistration

Before a company can be struck off or dissolved, you must obtain a tax clearance from ZIMRA. This involves:

• Filing all outstanding income tax returns
• Filing all outstanding VAT returns (if VAT-registered)
• Filing final PAYE returns and settling any outstanding amounts
• Deregistering from VAT (if applicable)
• Obtaining a letter from ZIMRA confirming no outstanding tax obligations

Restoring a Struck-Off Company

A company that has been struck off can be restored to the register within 20 years of the date of striking off. This may be necessary if:

• The company is found to have undisclosed assets
• A legal claim needs to be made against (or by) the company
• The directors want to resume trading

Restoration requires a court application and payment of all outstanding fees, penalties, and annual returns for the period the company was struck off.

Costs Summary

Item	Cost
Application for Striking Off	Government fees apply (included in our service)
Outstanding Annual Returns (per year)	Government fees and penalties apply
ZIMRA Tax Clearance	Varies (may include penalties)
Our Service Fee	From $150 (all government fees included)
Gazette Notice (voluntary winding up)	Fees apply (included in our service)
Liquidator Fees (voluntary winding up)	Varies based on complexity