About Private Limited Companies

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What you need to know

Private Limited Companies (PLCs) account for the majority of companies registered in the Zimbabwe. This company structure is particularly popular as the company exists as a separate legal entity from the owners.

This means the owners have limited financial liability, so their personal finances are protected if the company encounters any financial problems.

This page provides all you need-to-know about Private Limited Companies.

Benefits of a Private Limited Company

Limited liability – The company owners i.e the shareholders’ personal finances are protected and they are only responsible for company debts and losses only up to the value of their shares.
Professional image – A registered company greatly improves your professional image and business profile. Private Limited Companies are often more appealing to prospective clients and investors, giving the impression of a well-organised, established and reputable business.
Raising Capital – You can choose to raise capital to grow the business by selling shares in your company at any time.
Shareholding – Another company can be a shareholder in a Private Limited Company.
Perpetual Existence – A Private Limited Company exists as a separate legal entity from its owners, the company can continue to exist even in the event of the owners’ death.
Name Reservation – When you register your Private Limited Company, your company name is protected and cannot be used by any other company, nor can another company register a name that is similar to your company name.
Strategic Financial Planning – Private Limited Companies allow for strategic financial planning with regards to tax. Profits can be distributed by way of salary and dividends, and this can make it a very tax effective structure.

Registering a Private Limited Company

Registering a Private Limited Company is incredibly simple and almost anyone can do it. Due to the limited financial liability of this structure, there is relatively little risk in doing so as well.

Here is what you need to know about the process of registering a Private Limited Company and some key points about maintaining your business after company registration:

All Private Limited Companies must be legally registered with the Companies Registry, the official Registrar of Companies in Zimbabwe.
You must have a physical, postal and email address – these are the official addresses of the company which will appear on public records. The physical address must be in the same country as the company is registered.
You require a minimum of one shareholder and two directors to register a Private Limited Company.
You will need to complete a Memorandum of Association to state the names of the first shareholders (they are known as ‘subscribers’) and their intention to form the company and take at least one share.
A governing document called the Articles of Association must be adopted during the company registration process – this outlines the rules and regulation of the company and its members and officers.

After company registration

Private Limited Companies 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 an annual return and declaration of an annual general meeting with the Companies Registry.

Frequently asked questions

What are the advantages of a Private Limited Company?

The most significant benefit of a Private Limited Company is limited liability for company owners, that is the company shareholders. Their obligation to pay for business debts is restricted to the amount paid for their shares. This means their personal assets – property, car, finances etc. – are secure and cannot be used if the company becomes insolvent.

The other benefits of this type of business structure are enhanced professional status, a corporate image and the ability to effectively plan your company’s finances to take advantage of any favourable tax rules.

Who can own a Private Limited Company?

Any person or corporate body can own a Private Limited Company. The owners are known as ‘shareholders’, ‘members’ or ‘subscribers’ and they will appoint directors to run the day-to-day activities of the company. In many cases, the shareholders will also be directors in their company.

How can I register a Private Limited Company?

ZCR helps you register your company – simply choose a company structure, select one of our four PLC registration packages and complete our quick application form with details of your new company. Alternatively you can visit us, call, text WhatsApp or email us so we can help you.

We will prepare all the company documents, pay the registry fees and file the documents with the Companies Registry.

How many people are needed to register a Private Limited Company?

At least two people are required to register and run a Private Limited Company. You must have at least one shareholder and two directors who can also be shareholders.

What annual filing do Private Limited Companies have?

Private Limited Companies are legally required to prepare and deliver an Annual Return and Declaration of Annual General Meeting to the Companies Registry each year.

If your company is trading, you must also file Company Tax Returns and pay Income Tax on all taxable profits.

An annual return is a document containing details about your company at a certain date – directors, shareholders, registered office address, share capital. This is used by Companies Registry to confirm and maintain the accuracy of their records and the information that is displayed on public record.

Declaration of Annual General Meeting informs the Companies Registry that an annual general meeting has been held.

Company Tax Returns must be filed with ZIMRA if your company has registerd for tax. Your tax return will determine the amount of income tax you must pay.

You must also report any significant changes to your PLC to the Companies Registry and, in some cases, ZIMRA.

*Our Annual Returns Preparation and Filing and Declaration of Annual General Meeting services.

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 Limited Companies