Register a Foreign Company Branch in Zimbabwe

Foreign Company Registration in Zimbabwe

Under the Companies and Other Business Entities Act [Chapter 24:31], any company incorporated outside Zimbabwe that establishes a place of business or carries on business in Zimbabwe must register with the Companies and Deeds Registry within 30 days of commencing operations.

Registration as a foreign company creates a branch office — not a separate legal entity. The branch is an extension of the parent company, and the parent remains liable for all obligations incurred by the branch in Zimbabwe.

Branch vs Subsidiary — Key Differences

Feature	Branch (Foreign Company)	Subsidiary (Pvt Ltd)
Legal Identity	Extension of parent — no separate legal personality	Separate legal entity
Liability	Parent company fully liable	Liability limited to subsidiary’s assets
Registration Fee	Fees apply	Fees apply
Governing Documents	Parent company’s Memorandum & Articles	Own Memorandum & Articles
Tax Treatment	Taxed on Zimbabwe-sourced income at corporate rate	Taxed as a separate Zimbabwean company
Local Directors	Local representative required	At least 1 resident director
Annual Filing	Must file parent company accounts and branch returns	Own audited accounts

Documents Required

The following documents must be submitted to the Companies Registry:

1. Certified copy of the Certificate of Incorporation (or equivalent) from the country of origin
2. Certified copy of the Memorandum and Articles of Association (or equivalent constitutional documents)
3. List of directors and secretary of the parent company, including full names, addresses, nationalities, and occupations
4. Particulars of the local representative(s) — at least one person resident in Zimbabwe authorised to accept service of process
5. Power of Attorney authorising the local representative to act on behalf of the company
6. Notice of the registered office address in Zimbabwe
7. Statement of the company’s authorised share capital

Registration Process

Step 1: Appoint a Local Representative

Identify and formally appoint at least one person ordinarily resident in Zimbabwe who will serve as the company’s local representative. This person is authorised to accept legal documents and official notices on behalf of the foreign company.

Step 2: Name Approval

Submit a CR21 name search with the applicable fee (included in our service packages). The foreign company may use its existing name if it does not conflict with a locally registered entity. If there is a conflict, the Registrar may require the company to adopt an alternative name for use in Zimbabwe.

Step 3: Prepare and Certify Documents

Gather all required documents (listed above), have them notarised in the country of origin, and apostilled or legalised for use in Zimbabwe.

Step 4: Submit to the Companies Registry

Lodge the complete registration pack with the Companies and Deeds Registry, together with the applicable registration fee (included in our service packages).

Step 5: Certificate of Registration

Upon approval, the Registrar issues a Certificate of Registration for the foreign company, confirming it is authorised to carry on business in Zimbabwe.

Ongoing Compliance

Once registered, a foreign company branch must:

• File annual returns with the Companies Registry
• Submit the parent company’s audited financial statements annually
• Notify the Registrar of any changes to directors, secretary, local representative, or registered office address
• Register with ZIMRA and pay taxes on Zimbabwe-sourced income
• Comply with all local employment, environmental, and industry-specific regulations

Exchange Control Considerations

Foreign companies operating in Zimbabwe must comply with the Exchange Control Regulations administered by the Reserve Bank of Zimbabwe. Key considerations include:

• Repatriation of profits to the parent company requires Exchange Control approval
• Loan agreements between the branch and parent must be registered with the Exchange Control
• Transfer pricing between the branch and parent is subject to ZIMRA scrutiny
• Foreign currency retention policies apply to export-earning branches