About Private Business Corporations

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What you need to know

A Private Business Corporation (PBC) is an alternative type of business structure which is popular with small businesses or home industries and professionals who normally operate as individuals such as lawyers, doctors, architects but whose members require limited liability. The key differences between a PBC and a PLC are:

A Private Business Corporation does not have any directors, shareholders or guarantors; instead it has members.
A Private Business Corporation can have 1 member and a maximum of 20; whereas a Private Limited Company should have at least 2 directors the maximum being 50.
PBCs are governed by the Companies and Other Business Entities Act (Chapter 24:31).

Benefits

A Private Business Corporation allows 1 member (1 director and 1 shareholder)
A Private Business Corporation profits are shared between all members.
Private Business Corporation members can be resident anywhere in the world – there is no requirement for members to be Zimbabwean residents.

Registering a Private Business Corporation

www.zimbabwecompaniesregistry.org offers dedicated packages for registering Private Business Corporations. In order to register your PBC with the Companies Registry. Below are the key points to be aware of when forming a PBC.

All PBCs must be registered with the Registrar of Companies, the official registrar of companies in Zimbabwe.
A PBC can have one member.
All PBCs must provide an official company address which is supposed to be a Zimbabwean address. This must be a full postal address (not a PO Box Number).

After company registration

Private Business Corporations are required to follow a number of filing requirements as set out in the Companies and Other Business Entities Act (Chapter 24:31).

Each year, you are supposed to prepare and file a declarations of continuance of operation with the Companies Registry.

Frequently asked questions

Who would register a PBC?

A Private Business Corporation (PBC) is a structure used by small businesses including home industries and by professionals working in industries that traditionally operate as individuals, such as lawyers, doctors, architects, etc.

Who can be PBC member?

A PBC member can be any person above the legal age of 16, of any nationality.

*Corporate bodies can not be members in a PBC.

Do we need a partnership agreement?

A Partnership Agreement is not a legal requirement, but we recommend having one in place.

Generally, all PBC members will have equal rights, responsibilities and share of profits. However, the flexibility of a PBC structure allows members to allot different rights, duties and proportion of profits in any way they wish. A Partnership Agreement should be drawn up to stipulate the specifics of each member’s rights if they will be anything other than equal.

What are by-laws and do we need to adopt them?

By-Laws are a legal documents that regulates the operations of a PBC. Every PBC should adopt by-laws. Some of our PBC Packages include by-laws.

How are PBC’s taxed?

The taxes a PBC is liable for are the same with a PLC. A PBC must register with ZIMRA and pay Income Tax on any profits they make. They are also liable to pay VAT once they reach the minimum VAT threshold and the members and employees are liable for PAYE.

Can I register a PBC for a non-profit organisation?

No. A PBC is not suitable for a non-profit organisation, due to the ways in which PBC’s are taxed. If you wish to operate a non-profit, you would be best advised to register a trust or a company limited by guarantee.

Company

Zimbabwe Companies Registry website is owned by Companies Made Easy a Numeri Inc company a company registered in Zimbabwe at Pockets Building, 50 Jason Moyo Avenue, 2nd Floor, Room 208 & 209, Harare, Harare, Zimbabwe. Companies Made Eas offers company registration and related services in Zimbabwe.

Tel: +263 (0242) 753 168
Mob: +263 715 142 498
Mob: +263 786 580 543
E-mail: info@zimbabwecompaniesregistry.org

Company No: 15985/2019
BP No: 185 8695 41

Accreditation

We are a registered company registration agent with the Deeds, Companies & Intellectual Property (DCIP) which registers company registration agents in Zimbabwe.

About Private Business Corporations