Zimbabwe Certificate of Incorporation

What Is a Certificate of Incorporation?

The Certificate of Incorporation is the official document issued by the Registrar of Companies confirming that a company has been legally registered and incorporated under the Companies and Other Business Entities Act [Chapter 24:31].

It is the company’s “birth certificate” — conclusive evidence that the company exists as a separate legal entity from its shareholders and directors. From the date of incorporation stated on the certificate, the company can own property, enter into contracts, sue and be sued in its own name.

What the Certificate Contains

Item	Details
Company Name	The full legal name as registered (e.g., “ABC Holdings (Private) Limited”)
Company Registration Number	A unique number assigned by the Registry (e.g., 1234/2026)
Date of Incorporation	The date the Registrar approved the registration
Type of Entity	Private Limited Company, PBC, PLC, etc.
Registrar’s Signature	Signed by the Registrar of Companies
Official Seal	Bears the seal of the Companies and Deeds Registry

How Long Does It Take?

After submitting a complete registration pack (with all required documents and fees), the Certificate of Incorporation is typically issued within:

• 7–14 working days for standard processing
• 3–5 working days for expedited processing (where available, with additional fees)

If your documents have errors or are incomplete, the Registry will issue a query, which extends the timeline. This is the most common cause of delays.

What to Do After Receiving the Certificate

The Certificate of Incorporation is your gateway to conducting business. Here is the post-incorporation checklist:

1. Register with ZIMRA

Apply to ZIMRA for a tax clearance certificate (ITF 263) and register for:

• Income Tax (mandatory for all companies)
• VAT (if annual turnover exceeds the threshold, currently $25,000)
• PAYE (if employing staff)
• Withholding Tax (for payments to contractors, rent, etc.)

2. Register with NSSA

Register with the National Social Security Authority for social security contributions if you have employees. Both employer and employee contribute a percentage of gross salary.

3. Open a Corporate Bank Account

Banks will require the following to open a company account:

• Original Certificate of Incorporation (or certified copy)
• Copy of the Memorandum and Articles
• Board resolution authorising the account opening and signatories
• ID copies and proof of address for all directors/signatories
• CR14 and CR6 forms

4. Obtain Business Licences

Depending on your industry, you may need:

• City/municipal business licence (shop licence)
• Environmental impact assessment (for manufacturing, mining)
• Professional body registration (for legal, medical, accounting firms)
• Sector-specific permits (liquor licence, food handling certificate, etc.)

5. Set Up Statutory Registers

The company must maintain the following registers at or near the registered office:

• Register of Members (shareholders)
• Register of Directors and Secretary
• Register of Charges
• Minute books

Lost or Damaged Certificate

If your Certificate of Incorporation is lost, stolen, or damaged, you can apply to the Companies Registry for a certified copy. The process:

1. Write a letter to the Registrar explaining the circumstances
2. Attach a sworn affidavit (if the certificate was lost or stolen)
3. Pay the applicable certified copy fee

The certified copy has the same legal validity as the original.