About Directors and Secretaries

Directors

Company Officers

Private Limited Company directors and secretaries are collectively referred to as ‘officers’. Directors are appointed by members (shareholders) to run and manage the day-to-day operations of the company. Secretaries are usually appointed to assist directors with important legal tasks.

Can anyone be a company director?

A director is a person appointed to run a company. This role is held by a person only and a corporate body cannot be a director. A company should have atleast 2 company directors one being ordinarily a resident of Zimbabwe and the miximum is 50.

All directors must meet the following criteria to be appointed:

  • Must be at least 16 years old
  • Must not be under legal disability
  • Must not be a person who is removed by the court from any office of trust on account of misconduct save with the leave of the court
  • Must not be a person who has at any time been convicted whether in Zimbabwe or elsewhere, of theft, fraud, forgery or perjury and has been sentenced therefore to serve a term of imprisonment without the option of a fine…

Shareholders are often directors of the companies they own. It is very common for a person to set up a Private Limited Company and assume the position of a director shareholder.

Duties of a Company Director

Directors are required to run a company in accordance with the Companies and Other Business Entities Act (Chapter 24:31) and the articles of association. They are placed in a position of trust and expected to promote the success of the business and make decisions for the benefit of the company alone, not for personal gain.

Directors are legally responsible for ensuring all filing and reporting requirements are met. This includes:

  • Registering the company for business taxes
  • Preparing and delivering annual returns, declaration of annual general meetings, annual accounts and tax returns every year
  • Maintaining accurate accounting and company records
  • Making these records available for public inspection
  • Report changes to the Companies Registry
  • Managing payroll and PAYE

Failure to uphold these statutory duties can lead to fines, prosecution, and disqualification.

    Difference between a director and a shareholder

    A director manages the company. A shareholder owns the company. However, it is often the case that those who are appointed as directors are also shareholders, and vice versa, particularly in small companies and start-ups.

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      Frequently asked questions

      What are the advantages of this type of company?

      The most significant benefit of registering a Private Limited Company in Zimbabwe is limited liability for company shareholders. Their obligation to pay for business debts is restricted to the nominal value of their shares. This means their personal assets – property, car, finances etc. – are secure and cannot be used if the company becomes insolvent. Sole trader businesses do not have this benefit, and the owner is personally responsible for any business debts.

      The other benefits of this type of business structure are enhanced professional status, and the ability to effectively plan your company’s finances to take advantage of any favourable tax rules

      Who can own a Private Limited Company?

      Any person or corporate body can own a Private Limited Company. The owners are known as ‘shareholders’, ‘members’ or ‘subscribers’ and they will appoint directors to run the day-to-day activities of the company. In many cases, the shareholders will also be directors in their company.

      How many people are needed to register a Private Limited Company?

      You must have at least one shareholder and atleast 2 directors but the same people can also hold both of these positions.

      How do I register a Private Limited Company in Zimbabwe?

      Companies Made Easy offers an easy company registration service – simply choose one of our Private Limited Company Packages that you need and complete our easy application form with details of your new company. We will prepare all the neccessary documantation and your company will be ready to trade in 7 – 9 working days.

      What are the reporting and filing requirements do Private Limited Companies have?

      Every Zimbabwean registered Private Limited Company is required to file an annual return and a declaration of annual general meeting to Companies Registry each year.

      An annual return is a document containing details about your company at a certain date. This is used by the Companies Registry to confirm and maintain the accuracy of their records and the information that is displayed on public record.

      Declaration of annual general meeting declares that a Private Limited Company has conducted its AGM as required by the Companies and Other Businesss Entities Act (Chapter 24:32).

      You must also report any significant changes to your Private Limited Company to the Companies Registry.

      Are you ready to register your company?

      Order online or call or WhatsApp our friendly team
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