D-Day approaches for company re-registration in Zimbabwe
BHEKIMPILO MANGENA AND FUNGAI CHIMWAMUROMBE
The government gazetted Statutory Instrument (SI) 108 of 2025 on the 26th of September 2025, setting the long- awaited deadline for the re-registration of companies on Zimbabwe’s electronic registry.
The deadline is Friday 20 April 2026.
The electronic registry was established in terms of Chapter V of the Companies and Other Business Entities Act (Chapter 24:31) which was enacted in 2019 (hereinafter the ‘’Act’’).
The Act provides for Electronic Registry under sections 279-291. Section 303(9) of the Act specifies that:
‘’A company or private business corporation referred to subsection (8) must within a period of twelve months from the effective date re-register under this Act by submitting the form in the Tenth Schedule as may be appropriate, together with the fee and other documentation as maybe required in terms of that form. A company or private business corporation must re-register under its existing name, without prejudice to its right after re-registration to change its name under section 26’’
It follows therefore that re-registration was initially set to be done within twelve (12) months of the Act’s effective date of 13th February 2020, 90 days after being gazetted on 15th November 2019.
Objectives of Re-registration of Companies
The objectives of the re-registration process were spelt out under section 10 of the Act as follows:
‘’(a) to establish a new and updated register of companies and private business corporations;
(b) to expunge apparently defunct business entities from the register, that is to say a company or private business corporation which appears to the Registrar to be defunct because—
(i) it is not submitting to the Registrar the statutory returns and notices required by the repealed Acts and this Act; and
(ii) it appears to the Registrar to be inactive, that is to say it is not being operated or is not active in business.’’
The clarity of the objectives leaves no doubt as to the intention of the Registrar and the impact to business entities that fail to comply post 20th April 2026. Business entities which are not submitting annual returns, not active and/or have not advised the Registrar of the changes to directors and shareholders over the years may be struck off from the companies’ registry. Given the need to ensure that all statutory returns are up-to-date before actual re-registration, companies may need up to seven (7) days to complete the re-registration process.
What becomes of struck off entities.
Companies that fail to re-register on the Electronic Registry by 20th of April 2026, will suffer the following consequences:
l Automatic deregistration without need for further notice, making the name available for registration by new applicants.
l Removal from the official register of companies in Zimbabwe, which means the company will be non-existent;
l Loss of legal capacity, which basically means loss of the juristic persona, inability to lawfully trade and/or enter into contracts;
l Directors, shareholders and officers of the company become personally liable to obligations which arose while the company was operating, which means they may be sued for company debts in their personal capacities.
l Continuing to trade after de-registration may expose directors, shareholders and officers to civil and criminal liability.
Conclusion
As the year 2025 comes to an end and the year 2026 on the horizon, the countdown to the D-Day for company re-registration will begin. The consequences of non-compliance demand that all business entities comply with SI 108 of 2025.
Bhekimpilo Mangena is a registered Legal Practitioner, Public Accountant and a Business Consultant at Zenas Consulting (Pvt) Limited and can contacted through bheki@zenasconsulting.co.zw
Fungai Chimwamurombe is a registered legal practitioner and Senior Partner at Chimwamurombe Legal Practice and can be contacted through email fungai@zenaslegalpractice.com.
