Annual Returns for Zimbabwe Companies
Every company registered in Zimbabwe must file annual returns with the Companies Registry (administered under the Companies and Other Business Entities Act, Chapter 24:31). Annual returns confirm that the company is still active and update the public record with current information about directors, shareholders, and the registered office.
Filing annual returns is not optional. It is a legal obligation, and failure to file can lead to penalties and ultimately the removal of your company from the register.
What Are Annual Returns?
Annual returns are a statutory filing that provides the Companies Registry with an up-to-date snapshot of your company. They confirm:
- The company is still in existence and trading
- Current director details (names, ID numbers, residential addresses)
- Current shareholder details and shareholding percentages
- Registered office address
- Company secretary details
- Date of the last annual general meeting (if applicable)
- Confirmation that statutory books and records are maintained
Filing Deadlines
Annual returns must be filed within 28 days of the anniversary of the company’s incorporation date. For example:
| Incorporation Date | Annual Return Due By |
|---|---|
| 15 January 2024 | 12 February 2025 (and each year after) |
| 1 June 2023 | 29 June 2024 (and each year after) |
| 20 September 2025 | 18 October 2026 (and each year after) |
How to File Annual Returns
- Prepare the return form — Complete the prescribed form with all current company information
- Verify director and shareholder details — Ensure all information is accurate and up to date
- Calculate the filing fee — Based on the prescribed schedule of fees
- Submit to the Companies Registry — File at the Companies Office in Harare or at the relevant provincial office
- Obtain filing receipt — Keep the receipt as proof of compliance
Consequences of Non-Filing
- Penalty fees — Late filing penalties accumulate for each period of delay
- Unable to obtain company search — Banks, clients, and government agencies who search your company will see non-compliance
- Director liability — Directors are personally responsible for ensuring annual returns are filed
- Strike-off — After two years of non-filing, the Registrar can strike the company from the register
- Tax implications — ZIMRA may refuse to issue a tax clearance certificate if your company status is non-compliant
Restoring a Struck-Off Company
If your company has been struck off due to non-filing:
- Apply to the Registrar for restoration
- File all outstanding annual returns
- Pay all outstanding fees and penalties
- Provide a letter explaining the circumstances of non-filing
- The Registrar may require additional documentation or undertakings
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