Register a Private Business Corporation (PBC) in Zimbabwe

What Is a Private Business Corporation?

A Private Business Corporation (PBC) is a business entity introduced under the Companies and Other Business Entities Act [Chapter 24:31] to provide a simpler, more affordable alternative to the Private Limited Company. It is specifically designed for sole operators, freelancers, and small business owners who want the protection of limited liability without the complexity of a full company structure.

The PBC is unique to Zimbabwean law and has no direct equivalent in most other jurisdictions. It bridges the gap between operating as a sole trader (with unlimited personal liability) and registering a full Private Limited Company (with its higher costs and compliance burden).

PBC vs Private Limited Company

Feature	PBC	Pvt Ltd
Minimum Members	1	2 directors + 2 shareholders
Maximum Members	20	50
Our Package Price	From $100	From $150
Company Secretary Required?	No	Yes
Audit Required?	No (unless turnover exceeds threshold)	Yes
Limited Liability	Yes	Yes
Memorandum Required?	Founding Statement only	Full Memorandum & Articles
Annual Returns	Required	Required
Share Capital	Members’ interests (not shares)	Share capital

Key Requirements

• Minimum 1 member — a single person can form a PBC
• Maximum 20 members — all must be natural persons (not companies)
• Registered office — a physical address in Zimbabwe
• Founding statement — simpler than a Memorandum of Association
• Business name — must be approved through the name search process

Step-by-Step Registration Process

Step 1: Name Search (CR21)

Submit a CR21 form to the Companies Registry with your proposed business name and the applicable fee. The name must not be identical or confusingly similar to any existing registered entity.

Step 2: Prepare the Founding Statement

Unlike a Pvt Ltd which requires a full Memorandum and Articles of Association, a PBC only requires a Founding Statement. This document must include:

• The name of the corporation
• The principal business activities
• The physical address of the registered office
• The names, addresses, and ID numbers of all members
• The members’ respective interests (percentage ownership)
• Any restrictions on the transfer of members’ interests

Step 3: Submit Registration Documents

Lodge the following with the Companies Registry:

• Name approval letter
• Signed Founding Statement
• Copies of members’ national IDs or passports
• Payment of the applicable registration fee (included in our service package)

Step 4: Receive Certificate of Registration

The Registrar issues a Certificate of Registration confirming the PBC has been duly registered. This typically takes 7–14 working days.

Benefits of a PBC

• Single Member: You can register and operate alone — no need to find a second director or shareholder
• Lower Cost: Lower registration costs compared to a Pvt Ltd
• Simpler Compliance: No requirement for a company secretary or mandatory audit (below threshold)
• Limited Liability: Your personal assets are protected from business debts
• Tax Registration: Eligible for corporate tax treatment with ZIMRA
• Convertible: Can be converted to a Pvt Ltd company as the business grows

Management and Governance

A PBC is managed by its members directly — there is no separate board of directors. Key governance points include:

• All members participate in management unless the Founding Statement specifies otherwise
• Decisions are made by majority vote of members (based on interest proportions)
• Members owe fiduciary duties to the corporation, similar to directors of a Pvt Ltd
• Members’ interests are not freely transferable — existing members have pre-emptive rights

Post-Registration Steps

• Register with ZIMRA for tax purposes
• Open a business bank account in the PBC’s name
• Register with NSSA if employing staff
• Obtain any sector-specific licences or permits
• File annual returns with the Companies Registry