Register a Public Limited Company in Zimbabwe

What Is a Public Limited Company?

A Public Limited Company (PLC) is the largest and most complex form of business entity in Zimbabwe. Governed by the Companies and Other Business Entities Act [Chapter 24:31], a PLC can offer its shares to the general public and may apply for listing on the Zimbabwe Stock Exchange (ZSE).

The company name must end with “Limited” or “Ltd” (without the “Private” designation). PLCs are subject to stricter governance, reporting, and disclosure requirements compared to private companies.

Key Requirements

Requirement	Details
Minimum Directors	2
Minimum Shareholders	7
Maximum Shareholders	Unlimited
Minimum Authorised Capital	$5,000
Paid-up Capital (before trading)	25% of authorised capital
Company Secretary	Required (qualified person)
Auditor	Required (registered auditor)
Registration	All government fees included in our service packages
Prospectus	Required for public share offers

Registration Process

Step 1: Name Search

Submit the CR21 form with the name search fee (included in our service packages). The proposed name must end with “Limited” (not “(Private) Limited”).

Step 2: Prepare Constitutional Documents

PLCs require more detailed constitutional documents than private companies:

• Memorandum of Association — must specify the authorised share capital (minimum $5,000), classes of shares, and detailed objects clause
• Articles of Association — must include provisions for annual general meetings, shareholder voting rights, director appointment procedures, and dividend policies
• CR14 Form — particulars of directors and secretary
• CR6 Form — registered office address

Step 3: File with the Registrar

Submit all documents to the Companies Registry along with the applicable registration fee (included in our service packages). The Registrar reviews the documents for compliance with the Act.

Step 4: Certificate of Incorporation

Upon approval, the Registrar issues a Certificate of Incorporation. However, a PLC cannot commence business or exercise borrowing powers until it obtains a Certificate to Commence Business.

Step 5: Certificate to Commence Business

To obtain this certificate, the PLC must demonstrate that:

• At least 25% of the authorised share capital has been paid up
• A statutory declaration of compliance has been filed
• If a prospectus was issued, the minimum subscription has been received

Prospectus Requirements

When a PLC invites the public to subscribe for shares, it must issue a prospectus that includes:

• Full details of the company’s business, financial position, and prospects
• Names and addresses of directors and proposed directors
• Details of shares or debentures being offered
• Audited financial statements (if the company has been trading)
• Material contracts entered into in the preceding two years
• Any commissions payable in connection with the share issue

The prospectus must be filed with the Registrar and cannot be issued until it has been registered.

Corporate Governance Obligations

PLCs face the strictest governance requirements of any entity type:

• Annual General Meetings (AGM): Must be held within 6 months of the financial year end
• Annual Returns: Must be filed with the Registrar each year
• Audited Accounts: Financial statements must be audited by a registered auditor and presented at the AGM
• Director Disclosures: Directors must disclose interests in contracts, share dealings, and related-party transactions
• Shareholder Rights: Minority shareholders have specific protections, including the right to requisition meetings and access company records

PLC vs Pvt Ltd — When to Choose a PLC

Choose a PLC only if you:

• Need to raise capital from the general public
• Plan to list on the Zimbabwe Stock Exchange
• Want unlimited shareholders
• Are building a large enterprise with institutional investors

For most businesses, a Private Limited Company provides the same limited liability protection with far lower compliance costs.