The Companies and Other Business Entities Act [Chapter 24:31] has been the subject of a number of amendments over recent years. In 2025, businesses registered in Zimbabwe face a set of new or clarified obligations that affect how companies are governed, how directors discharge their duties, and how certain filings must be made.
This article summarises the key changes and what they mean in practice. It is intended as a general overview. Specific advice for your business's circumstances should be sought from a qualified attorney.
1. Annual Return Filing Requirements
The amendments have tightened the requirements around annual return submissions to the Registrar of Companies. Companies that have historically been inconsistent in their filings are now at greater risk of deregistration proceedings, which can affect their ability to transact and enter contracts.
Directors and company secretaries should review whether their company's filing history is current and, if not, address any outstanding returns before the Registrar takes adverse action.
"Compliance is not a one-time event; it is an ongoing obligation. A company that allows its filings to lapse is not just at administrative risk; it may find its contractual capacity called into question."
2. Director Duties and Personal Liability
The Act has always imposed fiduciary duties on directors, but recent amendments have clarified the circumstances in which personal liability can attach, particularly in cases of reckless trading, failure to disclose conflicts of interest, and neglect of the company's statutory obligations.
Directors of SMEs, who often wear multiple hats within the business, are particularly exposed. The law does not distinguish between executive and non-executive directors in many liability provisions.
3. Changes to Shareholder Meeting Procedures
Following the global experience of remote meetings during the pandemic, the Act has been updated to formalise when and how shareholder meetings may be conducted electronically. This is particularly relevant for companies whose shareholders are not all based in Harare or Zimbabwe.
However, the procedural requirements for electronic participation — including notice, quorum, and voting — must be followed precisely to avoid challenges to resolutions passed in this format.
4. Beneficial Ownership Disclosure
Zimbabwe's alignment with international anti-money laundering standards has resulted in increased disclosure requirements around beneficial ownership. Companies must now maintain accurate registers of beneficial owners and, in certain circumstances, disclose this information to the relevant authorities.
This has particular implications for holding company structures and joint ventures where the ultimate beneficial owner may be several entities removed from the registered company.
What You Should Do Now
- Review your annual return filing history and bring it current
- Ensure all directors understand their duties and the circumstances in which personal liability can arise
- Update your company's constitutional documents to reflect current requirements
- Review your beneficial ownership register and ensure it is accurate and up to date
- Consult with your attorney if your company structure involves offshore or holding entities
This article is intended as general legal information and does not constitute legal advice. For specific advice regarding your business's compliance position, please contact our corporate law team or book a consultation.