Memorandum of Association Zimbabwe — Template & Guide

What Is a Memorandum of Association?

The Memorandum of Association is the external constitution of a company registered under the Companies and Other Business Entities Act [Chapter 24:31]. It defines the relationship between the company and the outside world — setting out what the company is called, what it can do, and how its capital is structured.

Together with the Articles of Association, the Memorandum forms the company’s constitutional documents. While the Articles deal with internal governance, the Memorandum addresses the company’s external identity and powers.

Mandatory Clauses

Every Memorandum of Association must contain the following clauses:

1. Name Clause

States the full legal name of the company as approved in the name search. For a Pvt Ltd, the name must end with “(Private) Limited”. For a PLC, it must end with “Limited”.

2. Objects Clause

Defines the scope of the company’s business activities. This is one of the most important clauses because it determines what the company can legally do. Common approaches include:

• Specific objects: Listing particular activities (e.g., “to carry on the business of software development”)
• General commercial objects: A broad clause allowing the company to engage in any lawful commercial activity
• Combined approach: Specific primary objects with a general clause covering ancillary activities

3. Liability Clause

States that the liability of members is limited to the amount unpaid on their shares. This is the clause that provides limited liability protection — the core benefit of incorporating.

4. Capital Clause

Specifies the authorised share capital of the company — the maximum number and value of shares the company can issue. For example:

“The authorised share capital of the Company is $1,000 divided into 1,000 ordinary shares of $1.00 each.”

There is no statutory minimum share capital for Pvt Ltd companies. Common structures include 100 shares of $1.00 each or 1,000 shares of $1.00 each.

5. Association Clause

This is where the subscribers (founding shareholders) state their desire to form a company and agree to take the shares set out against their names. Each subscriber must sign the Memorandum and state the number of shares they are taking.

Minimum subscribers: 2 for a Pvt Ltd, 7 for a PLC.

Sample Memorandum Structure

Clause	Content
1. Name	“The name of the Company is [Name] (Private) Limited.”
2. Objects	“The objects for which the Company is established are: (a) To carry on the business of [specific activity]; (b) To carry on any other lawful business...”
3. Liability	“The liability of the members is limited to the amount, if any, unpaid on the shares held by them.”
4. Capital	“The authorised share capital is $[amount] divided into [number] ordinary shares of $[value] each.”
5. Association	“We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a company...” [followed by subscriber table]

Signing and Witnessing

The Memorandum must be:

• Signed by each subscriber (founding shareholder) next to their name and share allocation
• Witnessed by a person who is not a subscriber (usually a Commissioner of Oaths)
• Dated

Each subscriber must sign in the presence of the witness, who then signs and adds their details.

Amending the Memorandum

After registration, the Memorandum can be amended by passing a special resolution (requiring at least a 75% majority of shareholders). Common amendments include:

• Change of name: Requires name search approval and filing with the Registrar (fee included in our service)
• Change of objects: Filed with the Registrar; may be challenged by minority shareholders
• Increase in share capital: Filed with the Registrar (fee included in our service)
• Conversion from Pvt Ltd to PLC: Requires full re-drafting and additional compliance