About Company Owners and Directors

Introduction to members and directors

Private Limited Companies and Private Business Corporations are privately owned by individual people and/or corporate bodies. They are collectively known as ‘members’. Company members are called ‘shareholders’ or ‘members’, depending on whether the company is a Private Limited Company or a Private Business Corporation.

Private Limited Companies also have to appoint directors to manage the day-to-day business activities of the company on behalf of their members. They will also appoint company secretaries to assist directors with their duties and responsibilities. You can also appoint a company such as Actux Consultancy as your company secretary. Collectively, directors and secretaries are called ‘company officers’.

Company members and officers are often the same people, which means a company can be owned and managed by the same people. In fact, a Private Limited Company need only have one member and at least two directors. There is no restriction to the maximum number of members however a Private Limited Company has a maximum of 50 directors.

Private Business Corporations must have a minimum of one member to be set up and a maximum of 20. All members have the same rights. There is also an accounting officer responsible for taking on statutory reporting and filing duties on behalf of the Private Business Corporation.

Who owns a Company

Private Limited Companies are owned by one or more individuals (strictly human and human in Private Business Corporations and/or human or corporate in Private Limited Companies) known as ‘members’.

Who can be a company member?

Any individual person or corporate body can be a Private Limited Company shareholder or guarantor. In most cases, company members are also directors. Both individuals and corporate can be members in a Private Limited Companies and only individuals can be members in Private Business Corporations.

What are the rights and duties of company members?

The main rights and duties of company members are:

To provide capital investment to the business.
To appoint directors in Private Limited Companies.
To determine the rights and powers of directors in Private Limited Companies.
To make decisions in special circumstances when directors are not authorised to do so.
To provide financial security to the company in the event of insolvency.
To receive a percentage of business profits in relation to their proportion of ownership.

The financial security provided by company members is known as ‘limited liability’. If a company is unable to meet its financial obligations, members are required to contribute a pre-determined amount of money toward their company’s debts. The financial liability of shareholders is the nominal value of their shares.

How to add a new shareholder or member

You can add shareholders or members during the company registration process if you register online through Company Formations:

Select your preferred company structure.
Choose a company registration package.
Fill in your company registration form including the members information that their name(s) and surname and addresses if the member is an individual and the company name, company number and company representatives name(s) and surname if its a company.

When your company is registered, the details of all new members will be listed in the memorandum and articles of association in a Private Limited Company and in a statement of incorporation in a Private Business Corporation.

If you wish to add a new member after company registration, you must notify the Companies Registry an amended Statement of Incorporation for a Private Business Corporation.

Details of all new members must be entered in the company’s statutory register as soon as possible.

How to remove a member

You can remove a member by filing an amended statement of incorporation for a Private Business Corporation.

Company directors

Almost any individual person can be a director of a Private Limited Company, including shareholders, guarantors and company secretaries. In fact, in most companies, directors are also shareholders or guarantors. However, a person may not be a company director if they are:

A body corporate; or
A minor or any other person under legal disability; or
A person who is removed by the court from any office of trust on account of misconduct save with the leave of the court; or
A person who has at any time been convicted whether in Zimbabwe or elsewhere, of theft, fraud, forgery or perjury and has been sentenced
therefor to serve a term of imprisonment without the option of a fine.

What do directors do?

The main duties and responsibilities of Private Limited Company directors include:

Using their skills and expertise to make the company a success.
Making lawful and considered decisions only within the extent of their powers, the provisions of the articles of association, shareholders’ agreement and the Companies and Other Business Entities Act (Chapter 24:31).
Ensuring the company adheres to all statutory filing and reporting requirements – preparing annual returns, annual accounts and tax returns; paying income tax and VAT; managing payroll and PAYE; notifying the Companies Registry when company details are changed; and filing copies of resolutions.
Maintaining accurate business and accounting records.
Managing the company’s finances and business bank accounts.
Appointing an accountant or auditor, if and when required.
Alerting members to financial instability or abnormalities.
Ensuring creditors are paid.
Maintaining the company’s registered office address and making statutory records available for inspection at the appropriate location.
Avoiding conflicts of interest.

How to appoint a Private Limited Company director

To appoint a director to your company during the incorporation process, you will have to follow these simple steps:

Select a Private Limited Package.
Fill in your new company online application form.
Enter the director’s name and surname, addresses, nationality and national I.D or passport number and submit the form.
We will then prepare the new company registration documents.

To appoint a new director after company registration, take advantage of our director appointment or resignation service. The service also includes the updating of your company’s statutory register of directors.

How to remove a company director

To remove a director after company registration, take advantage of our director appointment or resignation service. The service also includes the updating of your company’s statutory register of directors.

Company secretaries

Every company is required to have at least one secretary who is ordinarily resident in
Zimbabwe. A company secretary is a person or corporate body appointed by directors or members to assist directors with their day-to-day duties and responsibilities. Private Limited Companies are legally required to appoint a company secretary.

Who can be a company secretary?

Almost any individual person or corporate body can be a company secretary, including shareholders, guarantors and directors. However, a person may not be a company secretary if they are:

A minor or any other person under legal disability;
Except with the leave of the court, any person who has at any time been adjudged or otherwise declared insolvent or bankrupt under a law in force in Zimbabwe or any other country, and has not been rehabilitated or discharged;
Except with the leave of the court, any person who has at any time been convicted, whether in Zimbabwe or elsewhere, of theft, fraud, forgery or uttering a forged document or perjury and has been sentenced for that offence to imprisonment without the option of a fine or to a fine;
Except with the leave of the court, any person who has been removed by a competent court from an office of trust on account of misconduct.

What do company secretaries do?

Maintaining accurate business and accounting records.
Preparing and filing annual accounts, confirmation statements and tax returns.
Managing payroll and PAYE.
Maintaining the registered office address and making statutory records available for public inspection at the appropriate location.
Arranging board meetings and general meetings.
Taking and distributing minutes of meetings.
Monitoring the company’s financial position and accounts.
Appointing an accountant or auditor, if and when required.
Informing the Companies Registry and/or ZIMRA when any business details are changed.
Filing copies of resolutions with the Companies Registry.
Signing contracts and internal documents on behalf of the director.

How to appoint a Private Limited Company secretary

To appoint a secretary to your company during the incorporation process, follow these simple steps:

Select a Private Limited Package.
Fill in your new company online application form.
Enter the secretary’s name and surname, addresses, nationality and national I.D or passport number and submit the form.
We will then prepare the new company registration forms.

When your company is registered, the details of the company secretary will be listed on the CR 6 (Former CR 14) -list of company directors and secretaries.

If you wish to add a company secretary after company registration, you can take advantage our secretary resignation service.

Details of all new secretaries must be entered in the company’s statutory register as soon as possible.

How to remove a secretary

To remove a company secretary after company registration, take advantage of our secretary appointment or resignation service. The service also includes the updating of your company’s statutory register of directors.