Company Re-Registration Zimbabwe — Deadline 20 April 2026

What Is Company Re-Registration?

Statutory Instrument 108 of 2025, issued under the Companies and Other Business Entities Act [Chapter 24:31] (COBE Act), requires all companies and Private Business Corporations (PBCs) registered under the old paper-based system to re-register on the new electronic registry.

This is a mandatory migration from the legacy paper register to the modern electronic Companies Registry. The purpose is to:

• Create a complete, accurate, and searchable electronic database of all registered entities
• Remove dormant, defunct, and non-compliant companies from the register
• Modernise corporate governance oversight
• Enable online filing and access to company records

Who Must Re-Register?

Entity Type	Must Re-Register?
Private Limited Companies (Pvt Ltd) registered pre-electronic registry	Yes
Private Business Corporations (PBC) registered pre-electronic registry	Yes
Public Limited Companies (PLC) registered pre-electronic registry	Yes
Companies already on the electronic registry	No
Newly registered companies (post-electronic registry)	No
Partnerships (registered at Registrar)	Check with Registrar
Trusts (registered at Deeds Office)	No — different registry
Cooperative Societies	Check with Registrar of Co-ops

Step-by-Step Re-Registration Process

Step 1: Gather Your Current Company Documents

Collect the following documents:

• Certificate of Incorporation (CR2) — Your original registration certificate
• Memorandum and Articles of Association — Current version including any amendments
• CR14 form — Current directors and company secretary details
• CR6 form — Current registered office address
• Directors’ national IDs or passports
• Share capital details — Authorised and issued share capital

Step 2: Confirm and Update Company Details

Re-registration is an opportunity to bring your company records up to date. Verify and update:

• Directors: Are all current directors correctly recorded? Have any resigned or been appointed since registration?
• Shareholders: Has the shareholding structure changed?
• Company Secretary: Is your company secretary still serving? (Pvt Ltd and PLC require a secretary ordinarily resident in Zimbabwe)
• Registered Office: Is the address still correct and accessible?
• Share Capital: Has the authorised or issued capital changed?

Step 3: Complete the Re-Registration Application

Complete the prescribed re-registration form with your confirmed (or updated) company details. The form captures:

• Company name and registration number
• Entity type (Pvt Ltd, PBC, PLC)
• Current directors and their details
• Company secretary details
• Registered office address
• Authorised and issued share capital
• Date of original incorporation

Step 4: Submit to the Registrar of Companies

Submit the application and supporting documents to the Registrar of Companies:

• In person: Registrar of Companies offices in Harare or Bulawayo
• Online: Via the ZimConnect electronic filing portal (where available)
• Through an agent: Your registration agent can submit on your behalf with a power of attorney

Step 5: Pay the Re-Registration Fee

Pay the prescribed fee as set out in the current fee schedule. Fees are payable in USD or ZiG at the official exchange rate.

Step 6: Receive Confirmation

The Registrar transfers your company details to the electronic registry and issues confirmation. Your company is now fully compliant with S.I. 108 of 2025.

What Happens If You Miss the Deadline?

The consequences of failing to re-register by 20 April 2026 are severe:

• Automatic deregistration: Your company ceases to exist as a legal entity
• Loss of legal personality: The company cannot enter contracts, sue, be sued, hold property, or operate a bank account
• Company name released: Your company name becomes available for anyone else to register
• Loss of goodwill: Years of brand recognition, customer relationships, and business reputation tied to the company name are lost
• Bank account frozen: Banks will close or freeze the account of a deregistered entity
• Contract vulnerability: Existing contracts may become unenforceable
• Director liability: Directors may face personal liability for the company’s ongoing obligations
• Tax complications: ZIMRA may treat deregistered entities differently, potentially pursuing directors for outstanding tax

Re-Registration for Diaspora Company Owners

If you are in the diaspora (South Africa, UK, Australia, Botswana, or elsewhere) and own a company registered under the old system:

• Contact your agent or company secretary in Zimbabwe immediately
• Provide a signed power of attorney authorising them to handle re-registration
• Confirm your current company details (directors, shareholders, address)
• Pay the re-registration fees remotely (see our diaspora payment guides)

Do not wait until the last minute. Processing times and document courier delays mean you should act now.

Re-Registration vs New Registration

Feature	Re-Registration	New Registration
Purpose	Migrate existing company to electronic registry	Create a brand new company
Company number	Keeps original registration number	New number assigned
Company name	Retains existing name	Must conduct new name search
History	Preserves full corporate history	Starts fresh
Cost	Re-registration fee only	Full registration fees
Contracts/licences	All existing contracts and licences remain valid	Must renegotiate/reapply

Common Issues and Solutions

Issue	Solution
Lost Certificate of Incorporation	Apply for certified copy from Registrar (allow 1-2 weeks)
Directors have changed but not filed	File CR14 with current directors as part of re-registration
Company secretary resigned	Appoint new secretary before or during re-registration
Registered office no longer exists	Update CR6 to current address
Outstanding annual returns	File outstanding returns and pay penalties, then re-register
Company owner deceased	Estate executor or surviving directors must handle re-registration
Owner in diaspora	Appoint agent via power of attorney (see diaspora guides)