This Act was repealed on 2020-02-13 by Companies and Other Business Entities Act, 2019.
Zimbabwe
Companies Act
Chapter 24:03
- Commenced on 1 April 1952
- [This is the version of this document at 31 December 2016 and includes any amendments published up to 31 December 2017.]
- [Note: This version of the Act was revised and consolidated by the Law Development Commission of Zimbabwe]
- [Repealed by Companies and Other Business Entities Act, 2019 (Act 4 of 2019) on 13 February 2020]
Part I – Preliminary
1. Short title
This Act may be cited as the Companies Act [Chapter 24:03].2. Interpretation
In this Act—“accounts” includes a company’s group accounts, whether prepared in the form of accounts or not;“articles” means the articles of association of a company as originally framed, or as altered by special resolution, and includes, so far as they apply to a company, the regulations set out in Table A in the First Schedule to the Companies Ordinance, 1895, or Table A in the First Schedule;“body corporate” has the meaning given to it by subsection (2) of section six;“books or papers” and “books and papers” include accounts, deeds, writings and other documents;“certified”, in relation to a copy or translation of any document, means certified in the prescribed manner tobe a true copy or a correct translation;“company” means a company limited by shares or a company limited by guarantee as in section seven described, or an existing company;“contributory” has the meaning given to it by section two hundred and two;“co-operative company” has the meaning given it by section thirty-six;“court”, in relation to any company, means the High Court, and in relation to any offence against this Act, includes a magistrates court having jurisdiction in respect of that offence;“creditors’ voluntary winding up” has the meaning given to it by subsection (2) of section two hundred and forty-six;“debenture” includes debenture stock or bonds;“default fine” has the meaning given to it by subsection (1) of section three hundred and forty;“director” includes any person occupying the position of director or alternate director of a company, by whatever name he may be called;“equity share capital” has the meaning given to it by subsection (6) of section one hundred and forty-three;“existing company” has the meaning given to it by subsection (1) of section four;“expert” means any person whose professional or technical training gives authority to a statement made by him;“financial year”, in relation to any body corporate, means the period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up, whether that period is a year or not;“foreign company” means a company or other association of persons incorporated outside Zimbabwe which has established a place of business in Zimbabwe;“foreign country” means any state or territory other than Zimbabwe;“foreign language” means any language other than English;“group accounts” has the meaning given to it by subsection (1) of section one hundred and forty-four;“holding company” means a holding company as defined by section one hundred and forty-three;“issued generally”, in relation to a prospectus, means issued to persons who are not existing members or debenture holders of the company;“judicial manager” includes a provisional judicial manager and a final judicial manager;“manager”, in relation to a company, means any person who is the principal executive officer of the company, by whatever title he may be designated and whether or not he is a director;“Master” means the Master of the High Court or any person acting in that capacity;“members’ voluntary winding up” has the meaning given to it by subsection (2) of section two hundred and forty-six;“memorandum” means the memorandum of association of a company as originally framed or as altered in pursuance of any law hitherto in force or of this Act;“minimum subscription” has the meaning given to it by subsection (2) of section sixty-five;“Minister” means the Minister of Justice, Legal and Parliamentary Affairs or any other Minister to whom the President may, from time to time, assign the administration of this Act;“officer”, in relation to a company, includes a director, manager or secretary;“officer who is in default” has the meaning given to it by subsection (2) of section three hundred and forty;“ordinary resolution” has the meaning given to it by subsection (4) of section one hundred and thirty-three;“petition” means an application to the court made in the appropriate form prescribed in rules of court;“prescribed” means prescribed by rules or regulations made under section three hundred and fifty-nine or three hundred and sixty, as the case may be;“prescribed form” means a form set out in the First, Third, Fifth or Sixth Schedule or any form added to or altered in the said Schedule by this Act or any form prescribed by rules or regulations made under section three hundred and fifty-nine or three hundred and sixty, as the case may be;“printed” includes typed, handwritten in ink, lithographed, cyclostyled or any other mode of representing words, figures or symbols in a permanent visible form, but unless prescribed does not include any carbon copy of a document;“private company” has the meaning given to it by section thirty-three;“promoter”, in relation to a prospectus, means any person who is a party to the preparation of the prospectus but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of a company;“prospectus” means any prospectus, notice, circular, advertisement or other printed invitation offering to the public for subscription or purchase any shares or debentures of a company;“public company” means any company, including a co-operative company, which is not a private company or a company licensed under section twenty-six;“quoted”, in relation to any share, debenture or other security, means an investment for which a quotation or permission to deal has been granted in respect of a securities exchange registered under the Securities Act [Chapter 24:25] or in respect of a securities exchange of good repute outside Zimbabwe, and “un-quoted” shall be construed accordingly;[definition as amended by section 120 of Act No. 17 of 2004]“Registrar” means the Chief Registrar of Companies or a registrar of companies appointed in terms of section five;“repealed laws” means the laws specified in the Second Schedule;“secretary” includes any official of a company, by whatever name called, who is performing the duties normally performed by a secretary of a company;“share” means a share in the share capital of a company and includes stock, except where a distinction between stock and shares is expressed or implied;“special notice” has the meaning given to it by section one hundred and thirty-five;“special resolution” means a resolution passed at a general meeting of a company in manner provided by subsections (1), (2) and (3) of section one hundred and thirty-three;“subsidiary” and “wholly owned subsidiary” have the meanings given to them by section one hundred and forty-three;“unable to pay its debts”, in relation to a company, has the meaning given to it by section two hundred and five and, in relation to an unregistered association, has the meaning given to it by paragraph (d) of section three hundred and twenty-three;“unregistered association” has the meaning given to it by section three hundred and twenty-two;“winding-up order” means any order whereby a company is placed under liquidation or under provisional liquidation when such order for provisional liquidation has not been set aside;“Zimbabwe Stock Exchange” [definition repealed by section 120 of Act No. 17 of 2004]3. Non-application of Act to certain institutions
4. Application of Act to existing companies and savings
5. Registrar and offices for registration of companies
Part II – Incorporation of companies and matters incidental thereto
Prohibition of partnership exceeding twenty members
6. Prohibition of association or partnership exceeding twenty persons
Memorandum of association
7. Mode of forming company
Any one or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company either—8. Memorandum of company
9. Capacity and powers of company
A company shall have the capacity and powers of a natural person of full capacity in so far as a body corporate is capable of exercising such powers.10. Effect of statement of objects
11. No constructive notice of company’s documents
No person shall be deemed to have notice or knowledge of the contents of a company’s memorandum, articles or other document by reason only of the fact that the memorandum, articles or document has been registered by the Registrar or is available for inspection at the company’s registered office.12. Presumption of regularity
Any person having dealings with a company or with someone deriving title from a company shall be entitled to make the following assumptions, and the company and anyone deriving title from it shall be estopped from denying their truth—13. Liability not affected by fraud
A company shall be bound in terms of section twelve, notwithstanding that the officer or agent concerned acted fraudulently or forged a document purporting to be sealed or signed on behalf of the company.14. Signing of memorandum
The memorandum shall be printed and shall be signed and dated, in the presence of at least one attesting witness, by each subscriber and opposite every such signature of a subscriber or a witness there shall be written in legible characters his full name, occupation, and full residential or business address:Provided that where the subscriber is—15. Restriction on alteration of memorandum
A company may not alter the conditions contained in its memorandum except in the cases and in the mode and to the extent for which express provision is made in this Act.16. Alteration of conditions in memorandum which could have been contained in articles and alteration of objects of company
Articles of association
17. Articles prescribing regulations for companies
Articles of association signed by the subscribers to the memorandum of a company and prescribing its regulations may be registered with such memorandum.18. Application of table A and void provisions
19. Form and signature of articles
Articles shall be in the English language, shall be printed and shall—20. Alteration of articles
Subject to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles and any alteration or addition so made in the articles shall be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution.Registration
21. Registration of memorandum and articles
22. Effect of registration and use of seal
23. Conclusiveness of certificate of incorporation
A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Act, in respect of registration and of matters precedent and incidental thereto, have been complied with, and that the association is a company authorized to be registered under this Act.Provisions with respect to names of companies
24. Prohibition of undesirable name
25. Change of name
26. Power to dispense with “Limited” in certain cases
General provisions with respect to memorandum and articles
27. Effect of memorandum and articles
28. Copies of memorandum and articles to be given to members
29. Copies of memorandum and articles to embody alterations
Membership of company
30. Definition of member
31. Membership of holding company
32. Personal liability or member where business carried on with no members
If a company has no members and carries on business for more than six months without members, any person who knowingly causes it to do so shall be liable, jointly and severally with the company, for all debts incurred by it after the six months have elapsed.Private companies
33. Definition of private company
34. Consequences of default in complying with conditions for private company
Where the articles of a company include the provisions which, under section thirty-three, are required to be included in the articles of a company in order to constitute it a private company but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by this Act and the provisions thereof shall in all respects apply to the company as if it were not a private company:Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.35. Statement in lieu of prospectus on ceasing to be private company
Co-operative companies
36. Definition of co-operative company
37. Co-operative company to maintain reserve fund
38. Consequences of default in complying with conditions for co-operative company
Where the memorandum and articles of a company include the provisions which under section thirty-six are required to be included in the memorandum and articles of a company in order to constitute it a co-operative company but default is made in complying with any of those provisions the company shall cease to be entitled to the privileges and exemptions conferred on co-operative companies by this Act and the provisions thereof shall in all respects apply to the company as if it were not a co-operative company:Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertency or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as to the court seem just and expedient, order that the company be relieved from such consequences as aforesaid.39. Voting rights of members of co-operative company
40. Application of surplus assets on liquidation of co-operative company
If in any winding up of a co-operative company after the application of the assets thereof in terms of section two hundred and ninety-one, there remains any surplus of assets the liquidator shall distribute such surplus, including the capital reserve and any other reserves of the co-operative company, in the following order—41. Subsidiary co-operative company
A co-operative company may, with the permission of the Minister, and subject to such conditions as he may from time to time impose, form one or more subsidiary co-operative companies or acquire one or more co-operative companies as its subsidiary co-operative companies.42. Special method for reduction of share capital
Notwithstanding, but without derogation from, this Act a share in a co-operative company may be cancelled and the amount paid up thereon refunded in such circumstances relating to the termination of membership or otherwise as are authorized in its articles:Provided that no such cancellation of a share or refund of the amount paid up thereon shall—43. Disposal of produce of members to or through co-operative company
44. Shares or interest of members: charge and set-off, and immunity from attachment or sale in execution
45. Company ceasing to be a co-operative company
Private business corporations
46. Conversion of private business corporation into company
Contracts, etc.
47. Ratification of contracts
Any contract made in writing by a person professing to act as agent or trustee for a company not yet formed, incorporated or registered shall be capable of being ratified or adopted by or otherwise made binding upon and enforceable by such company after it has been duly registered as if it had been duly formed, incorporated and registered at the time when the contract was made, if—48. Form of contracts
49. Promissory notes and bills of exchange
50. Execution of deeds in external countries
A company may, by writing, which if it has a seal shall be under its seal and the hand of one of its directors or, if it has not a seal, shall be under the hands of two of its directors or of one director and of the secretary, empower any person, either generally or in respect of any specified matters, as its agent, to execute deeds on its behalf in any foreign country; and every deed signed by such agent, on behalf of the company, shall bind the company, if valid in other respects.51. Official seal for use in foreign countries
52. Authentication of documents
A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorized officer of the company, and need not be under its seal.Part III – Share capital and debentures
Prospectus
53. Dating of prospectus
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.54. Matters to be stated and reports to be set out in prospectus
55. Expert’s consent to issue of prospectus containing statement by him
56. Registration of prospectus
57. Restriction on alteration of terms mentioned in prospectus or in statement in lieu of prospectus
A company not being a private company shall not previously to the statutory meeting vary in any material respect the terms of a contract referred to in the prospectus, or statement in lieu of prospectus, except subject to the approval of the statutory meeting.58. Civil liability for mis-statements in prospectus
59. Criminal liability for mis-statements in prospectus
60. Underwriting contract and affidavit to be delivered to Registrar
61. Document containing offer of shares or debentures for sale to be deemed prospectus
62. Interpretation of provisions relating to prospectus
In this Act—63. Construction of references to offering shares or debentures to public
64. Restrictions on offering shares for subscription or sale
Allotment
65. Prohibition of allotment unless minimum subscription received
66. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar
67. Effect of irregular allotment
68. Allotment voidable if application form not attached to prospectus
Where an application form is required by section fifty-four to be attached to a prospectus, every allotment of shares or debentures made otherwise than in pursuance of an application form which was attached to a prospectus as required by subsection (3) of section fifty-four shall be voidable at the instance of the allottee within one month after allotment, unless it is shown that the allottee at the time of his application was in fact possessed of a copy of the prospectus or was aware of its contents.69. Application for and allotment of shares
70. Allotment of shares and debentures to be dealt in on stock exchange
71. Register and return as to allotments
Commissions and discounts
72. Power to pay certain commissions and prohibition of payment of all other commissions, discounts
73. Financial assistance by company for purchase of its own or its holding company’s shares
Issue of shares at premium or discount and redeemable preference shares
74. Application of share premiums
75. Power to issue shares at a discount
76. Power to issue redeemable shares
77. Financing at redemption
78. Power of company to purchase own shares
79. Authority required by company to purchase its own shares
80. Cession or renunciation of rights
81. Payments for rights to purchase or for release thereof
82. Disclosure by company of purchase of own shares
83. Capital redemption reserve
84. Effect of failure by company to redeem or purchase shares
Miscellaneous provisions as to share capital
85. Power of company to arrange for different amounts being paid on shares
A company, if so authorized by its articles, may do any one or more of the following things—86. Reserve liability of company
A company may by special resolution determine that any portion of its share capital which has not been already called up shall not be capable of being called up, except in the event and for the purposes of the company being wound up or, in respect of a company placed under judicial management, with the sanction of the court, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes aforesaid.87. Power of company to alter its share capital
88. Notice to Registrar of consolidation of share capital, conversion of shares into stock
89. Notice of increase of share capital
90. Payment of interest out of capital
Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of works or buildings or the provision of any plant which cannot be made profitable for a lengthy period, the company may pay interest on so much of that share capital as is for the time being paid up for the period and may charge the sum to capital as part of the cost of construction of the works or buildings or the provision of plant, as the case may be, subject to the following conditions—91. Variation of rights attaching to shares
Reduction of share capital
92. Special resolution for reduction of share capital
93. Application to court to confirm order, objections by creditors
94. Order confirming reduction
The court, if satisfied, with respect to every creditor of the company who under section ninety-three is entitled to object to the reduction, that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit.95. Registration of order and minute of reduction
96. Liability of members in respect of reduced shares
97. Penalty for concealing name of creditor
If any officer of the company—Transfer of shares and debentures, evidence of titles, etc.
98. Nature and numbering of shares
99. Transfer not to be registered except on production of instrument of transfer
Notwithstanding anything in the articles of a company, it shall not be lawful for the company to register a transfer of shares in or debentures of the company unless a proper instrument of transfer has been delivered to the company:Provided that nothing in this section shall prejudice any power of the company to register as member or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.100. Registration of transfer at request of transferor
On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for entry were made by the transferee and subject also to the law relating to stamp duty.101. Notice of refusal to register transfer
102. Transfer by executor
A transfer of the share or other interest of a deceased member of a company made by his executor shall, although the executor is not himself a member, be as valid as if he had been a member at the date of the execution of the instrument of transfer subject always to the law relating to stamp duty.103. Duties of company with respect to issue of certificates
104. Certificate to be evidence of title
105. Unlawful personation
If any person falsely and deceitfully personates any owner of any share or interest in any company and thereby obtains or endeavours to obtain any such share or interest or receives or endeavours to receive any money due to any such owner as if the impersonator were the true and lawful owner, he shall be guilty of an offence and liable to a fine not exceeding level twelve or to imprisonment for a period not exceeding five years or to both such fine and such imprisonment.[section as amended by Act No. 22 of 2001]Special provisions as to mortgages and debentures
106. Creation and registration of debentures
107. Register of mortgages and debentures and register of debenture holder
108. Power to keep branch register of debenture holders
109. Regulations as to branch register of debenture holders
110. Power to re-issue redeemed debentures in certain cases
111. Specific performance of contract to subscribe for debentures
A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.Part IV – Management and administration
Registered office and name
112. Registered office of company
113. Publication of name by company
Restrictions on commencement of business
114. Restrictions on commencement of business
Register and index of members
115. Register and index of members
116. Inspection of register and index
117. Power to close register
118. Power of court to rectify register
119. Trusts in respect of shares
120. Register to be evidence
The register of members shall be prima facie evidence of any matters by this Act directed or authorized to be inserted therein.Branch register
121. Power to keep branch register in foreign countries
122. Regulations as to branch register
Annual return
123. Annual return to be made by company
Meetings and proceedings
124. Statutory meeting and statutory report
125. Annual general meeting
126. Convening of extraordinary general meeting on requisition
127. Length of notice for calling meetings
128. General provisions as to meetings and votes and power of court to order meeting
129. Proxies and voting on poll
130. Procedure for compulsory adjournment
131. Representation of corporations at meeting of company and of creditors
132. Circulation of members’ resolutions
133. Definition of special resolution
134. Written resolutions
135. Resolutions requiring special notice
136. Registration and copies of special resolution
137. Resolutions passed at adjourned meetings
If a resolution is passed at an adjourned meeting of—138. Minutes of proceedings of meetings of company or directors or managers
139. Inspection of minute books
Accounts and audit
140. Keeping of books of account
141. Profit and loss account and balance sheet and financial year of holding company and subsidiary
142. General provisions as to contents and form of accounts
143. Meaning of holding company, subsidiary and wholly owned subsidiary
144. Obligation to lay group accounts before holding company
145. Form and contents of group accounts
146. Accounts and auditor’s report to be annexed to signed balance sheet
147. Directors’ report to be attached to balance sheet
148. Defence to certain charges
In any proceedings against a person under subsection (5) of section one hundred and forty, subsection (3) of section one hundred and forty-one, subsection (6) of section one hundred and forty-two, subsection (3) of section one hundred and forty-four or subsection (3) of section one hundred and forty-seven for failing to take all reasonable steps to comply or secure compliance by a company with the requirements referred to in the subsection under which he is so charged, it shall be a defence for him to prove that he had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the requirements or provisions referred to in that subsection were complied with and was in a position to discharge that duty.149. Right to receive copy of balance sheet and auditor’s report
150. Appointment and remuneration of auditors
151. Special notice required of resolution to appoint or remove auditor
Special notice shall be required for a resolution at a company’s annual general meeting appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be reappointed.152. Disqualifications for appointment as auditor
153. Auditor’s report
154. Auditor’s right of access to books and to attend general meetings
155. Construction of references to documents annexed to accounts
References in this Act to a document annexed or required to be annexed to a company’s accounts or any of them shall not include the directors’ report or the auditor’s report:Provided that any information which is required by this Act to be given in accounts, and is thereby allowed to be given in a statement annexed, may be given in the directors’ report instead of the accounts and, if any such information is so given, the report shall be annexed to the accounts and this Act shall apply in relation thereto accordingly, except that the auditor shall report thereon only so far as it gives the said information.Inspection
156. Investigation by Registrar
157. Investigation of company’s affairs on application of members
158. Investigation of company’s affairs in other cases
Without prejudice to his powers under section one hundred and fifty-seven, the Minister—159. Power of inspectors to investigate related companies
If an inspector appointed under section one hundred and fifty-seven or one hundred and fifty-eight to investigate the affairs of a company thinks it necessary for that purpose to investigate also the affairs of any other body corporate which is or has at any relevant time been the company’s subsidiary or holding company or a subsidiary of its holding company or a holding company of its subsidiary, he shall, with the sanction of the Minister, have power so to do and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.160. Production of documents and evidence on investigation
161. Inspector’s report
162. Proceedings on inspector’s report
163. Expenses of investigation of company’s affairs
164. Appointment and powers of inspectors to investigate ownership of company
165. Power to require information as to persons interested in shares or debentures
166. Power to impose restrictions on shares and debentures
167. Saving for legal practitioners and bankers
Nothing in this Act shall require disclosure to the Minister or to an inspector appointed by him—168. Inspector’s report to be evidence
A copy of any report of any inspector appointed under this Act shall be admissible in any legal proceeding as evidence of the opinion of the inspector in relation to any matter contained in the report.Directors and other officers
169. Directors and secretary
170. Validity of acts of directors
The acts of a director or manager shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.171. Restrictions on appointment or advertisement of director
172. Share qualifications of directors
173. Disqualification for appointment as director
173A. Qualifications for appointment as secretary of public company
173B. Disqualification for appointment as secretary of any company
174. Appointment of directors to be voted on individually
175. Removal of directors
176. Prohibition of tax-free payments to directors
177. Prohibition of loans to directors
178. Approval of company requisite for payment by it to director for loss of office
It shall not be lawful for a company to make to any director of the company any payment by way of compensation for loss of office or as consideration for or in connection with his retirement from office, without full particulars with respect to the proposed payment, including the amount thereof, being disclosed to members of the company and the proposal being approved by the company in general meeting.179. Approval of company requisite for payment in connection with transfer of its property to director for loss of office
180. Duty of director to disclose payments for loss of office, made in connection with transfer of shares in company
181. Provisions supplementary to sections 178, 179 and 180
182. Register of directors’ share holdings
183. Prohibition of allotment of shares to directors save on same terms as to all members, and restriction on sale of undertakings by directors
184. Particulars in accounts of directors’ salaries and pensions
185. Particulars in accounts of loans to officers
186. Disclosure by directors of interests in contracts
187. Register of directors and secretaries
(a1)In this section—“identity document” means-(i)a document issued to a person in terms of section 7(1) or (2) of the National Registration Act [Chapter 10:17] or a passport or drivers’ licence issued by the Government of Zimbabwe; or(ii)any passport, identity document or driver’s licence issued by a foreign government.[subsection inserted by Act 5 of 2006]188. Particulars of directors in trade catalogues and circulars
189. Directors may have regard to interests of employees
In the exercise of their functions, the directors of a company may have regard to the interests and welfare of the company’s employees and the dependants of those employees, as well as the interests of the company’s members.Avoidance of provisions in articles or contract relieving officers from liability
190. Provisions as to liability of officers and auditors
Subject as hereinafter provided, any provisions, whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void:Provided that—Arrangements and reconstruction
191. Power to compromise with creditors and members
192. Information as to compromise with creditors and members
193. Provisions for facilitating reconstruction and amalgamation of companies
194. Power to acquire shares of members dissenting from scheme or contract approved by majority
Minorities
195. Meaning of “member” and “company” in sections 196 and 198
196. Order on application of member
197. Order on application of Minister
198. Powers of court in applications under sections 196 and 197
Part V – Winding up and judicial management
Preliminary
199. Modes of winding up
200. Jurisdiction of Master
Contributories
201. Liability as contributories of present and past members
In the event of a company being wound up, every present and past member shall, subject to this section, be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up and for the adjustment of the rights of the contributories among themselves, subject to the following qualifications—202. Definition of “contributory”
The term “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up and, for the purposes of all proceedings for determining and all proceedings prior to the final determination of the persons who are to be deemed contributories, includes any person alleged to be a contributory.203. Nature of liability of contributory
The liability of a contributory shall constitute a debt accruing from him at the time when his liability commenced but payable at the times when calls are made for enforcing the liability.204. Contributories in case of death or insolvency
Definition of inability to pay debts
205. When company deemed unable to pay its debts
A company shall be deemed to be unable to pay its debts—Winding up by the court
206. Circumstances in which company may be wound up by court
A company may be wound up by the court—207. Petition for winding up company
208. Powers of court on hearing petitions
209. Court may stay or restrain proceedings against company
At any time after the presentation of a petition for winding up and before a winding-up order has been made, the company or any creditor or contributory may—210. Commencement of winding up by court
211. Court may adopt proceedings of voluntary winding up
Where a company is being wound up voluntarily and an order is made for its winding up by the court, the court may, if it thinks fit, by the same or any subsequent order, confirm all or any of the proceedings in the voluntary winding up.Consequences of winding-up order
212. Effect of winding-up order
An order for winding up a company shall operate in favour of all the creditors and of all the contributories of the company as if the petition had been presented by all creditors and contributories jointly.213. Action stayed and avoidance of certain attachments, executions and dispositions and alteration of status
In a winding up by the court—214. Transmission of winding-up order to certain officers
215. Statement of company’s affairs to master
216. Report by Master
Where the court has made a winding-up order the Master may, if he thinks fit, make a report to the court, stating the manner in which the company was formed and whether in his opinion any fraud has been committed by any person in its promotion or formation or by any director or other officer of the company in relation to the company or its creditors since the formation thereof and any other matters which in his opinion it is desirable to bring to the notice of the court.Provisions specially applicable in winding up by court
217. Application of sections
Sections two hundred and eighteen to two hundred and forty-one shall apply in relation to the winding up of a company by the court.218. Custody of property and appointment of liquidator
219. Meetings of creditors and contributories
220. Proof of claim
221. Powers of liquidator
222. Exercise of liquidator’s powers
223. Control by master over liquidator
224. Banking account
225. Release of liquidator
226. Remuneration of liquidator
General powers of court in case of winding up by court
227. Court may stay or set aside winding up
The court may at any time after the making of an order for winding up, on the application of the liquidator or of any creditor or contributory and on proof to the satisfaction of the court that all proceedings in relation to the winding up ought to be stayed or set aside, make an order staying or setting aside the proceedings on such terms and conditions as the court deems fit.228. Settlement of list of contributories
229. Requiring delivery of property
The court may, at any time after making a winding-up order, require any contributory for the time being settled on the list of contributories and any trustee, banker, agent or officer of the company to pay, deliver, convey, surrender or transfer forthwith, or within such time as the court directs, to the liquidator any money, property or books and papers in his hands to which the company is prima facie entitled.230. Ordering payment of debt by contributory
231. Making calls and ordering payment
232. Ordering payment into bank
233. Order on contributory conclusive evidence
234. Court to adjust rights of contributories
The court shall adjust the rights of the contributories among themselves and apportion any surplus among the persons entitled thereto.235. Inspection of books by creditors and contributories
236. Dissolution of company
237. Summoning persons suspected of having property of company
238. Ordering public examination of promoters and directors
239. Arrest of absconding contributory
The court, at any time before or after making a winding-up order, on proof that there is reason to believe that a contributory is about to quit Zimbabwe or otherwise to abscond or to remove or conceal any property for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, may cause the contributory to be arrested and his books and papers and movable property to be seized, and him and them to be safely kept until such time as the court may order.240. Powers to be cumulative
Any powers by this Act conferred on the court shall be deemed to be in addition to and not in restriction of any existing powers of instituting proceedings against any contributory or debtor of the company or the estate of any contributory or debtor for the recovery of any call or other sums.Appeal from orders
241. Appeal from any order
An appeal from any order or decision made or given for or in the winding up of a company by the court under this Act shall lie in the same manner and subject to the same conditions as an appeal from any order or decision of the court in cases within its ordinary jurisdiction.Voluntary winding up of company
242. Circumstances in which company may be wound up voluntarily
A company may be wound up voluntarily—243. Notice of resolution for voluntary winding up
244. Investigation into winding up of company
244A. Commencement of voluntary winding up
The voluntary winding up of a company shall be deemed to commence—245. Effect of voluntary winding up on business and status of company
When a company is wound up voluntarily the company shall, from the commencement of the winding up, cease to carry on its business, except in so far as may be required for the beneficial winding up thereof:Provided that the corporate state and corporate powers of the company shall, notwithstanding anything in its articles, continue until it is dissolved.Provision and effect of security for payment of debts
246. Provision and effect of security
Provisions specially applicable to members’ voluntary winding up
247. Application of sections
Sections two hundred and forty-eight to two hundred and fifty shall apply in relation to a members’ voluntary winding up.248. Appointment, powers and remuneration of liquidator
249. Power to fill vacancy in office of liquidator
250. Liquidator may accept shares as consideration for sale of property of company
Provisions specially applicable to creditors’ voluntary winding up
251. Application of sections
Sections two hundred and fifty-two to two hundred and fifty-four shall apply in relation to a creditors’ voluntary winding up.252. Meeting of creditors and appointment of liquidator
253. Powers of liquidator
254. Application of section 250
Section two hundred and fifty shall apply in the case of a creditors’ voluntary winding up as in the case of a members’ voluntary winding up with the modification that the powers of the liquidator under the said section shall not be exercised save with the consent of three-fourths in number and according to the value of their claims, of the creditors present or represented at a meeting called by the liquidator for that purpose and of which at least fourteen days’ notice has been given, or with the sanction of the court.Provisions applicable to both modes of voluntary winding up
255. Application of sections
Sections two hundred and fifty-six to two hundred and sixty-five shall apply in relation to both modes of voluntary winding up.256. Consequences of voluntary winding up
The following consequences shall ensue on the voluntary winding up of a company—257. Avoidance of transfers after commencement of winding up
In a voluntary winding up, every transfer of shares, except transfers made to or with the sanction of the liquidator, and every alteration in the status of the members of the company, made after the commencement of the winding up, shall be void.258. Notice by liquidator of his appointment
Every person appointed liquidator, whether alone or jointly with any other person or persons, in a voluntary winding up shall, within seven days after his appointment, lodge with the Master a notice of his appointment in the prescribed form.If he fails to comply with the requirements of this section he shall be guilty of an offence and liable to a default fine not exceeding level one.[section as amended by Act No. 22 of 2001]259. Proof of claims
260. Arrangement, when binding on company and creditors
261. Meetings of creditors and contributories
In a voluntary winding up, meetings of creditors and contributories shall, unless otherwise in this Act specially provided, be convened and held in the manner prescribed by rules made under section three hundred and fifty-nine.262. Power to apply to court
263. Duty of liquidator to call meetings of company and creditors
264. Notice to registrar of confirmation of final account
265. Savings of rights of creditors and contributories
The voluntary winding up of a company shall not bar the right of any creditor or contributory at any time before its dissolution to have it wound up by the court, but, in the case of an application by a contributory, the court shall be satisfied that the rights of the contributory will be prejudiced by a voluntary winding up.Provisions applicable to every mode of winding up company unable to pay its debts
266. Application of sections
Sections two hundred and sixty-seven to two hundred and seventy shall apply in relation to a company being wound up and unable to pay its debts.267. Summoning directors and others to attend meetings of creditors
268. Examination of directors and others at meeting of creditors
269. Voidable and undue preferences
270. Application of certain provisions of the law relating to insolvent estates
In the case of every winding up of a company unable to pay its debts—Provisions applicable to every mode of winding up
271. Application of sections
Sections two hundred and seventy-two to two hundred and ninety-eight shall apply in relation to every company being wound up by whatever mode.272. Persons disqualified for appointment as liquidator
273. Power of court to declare person disqualified from being liquidator or to remove liquidator
274. Liquidator to give security
275. Co-liquidator
276. Title and acts of liquidators
277. General meetings to hear liquidator’s report
The liquidator shall, as soon as practicable, and, unless with the consent of the Master, not later than three months after the date of his appointment, submit to general meetings of creditors and contributories a report—278. Books to be kept by liquidator and inspection thereof
Liquidators’ accounts
279. Liquidator to lodge with master accounts in winding up
280. Application to court to compel liquidator to lodge account
281. Inspection of accounts
282. Objections to account by interested parties
283. Confirmation of account
When an account has been open to inspection as hereinbefore prescribed and—284. Distribution of estate
285. Liquidator to lodge receipts for dividends or pay dividends to Guardian’s Fund
Leave of absence or resignation of liquidator
286. Leave of absence or resignation of liquidator
287. Power of company to provide for employees on cessation or transfer of business
288. Power of liquidator to make over assets to employees
Miscellaneous provisions in winding up
289. Voting at meetings of creditors and contributories
290. Books of company to be evidence
Where a company is being wound up, all books and papers of the company and of the liquidators shall, as between the contributories of the company, be prima facie evidence of the truth of a11 matters therein recorded.291. Application of assets, and costs of winding up
292. Payment of money deposited with Master
Any person claiming to be entitled to any money paid to the Master by a liquidator under this Act may apply to the Master for payment of the same, and the Master may, on a certificate by the liquidator or on other sufficient evidence that the person claiming is entitled thereto, pay to that person the sum due.293. Disposal of books and papers of company
When any company has been wound up and is about and to be dissolved, the books and papers of the company and of the liquidators shall, unless the court otherwise directs, be delivered to the Master. Such books and papers shall not be destroyed for a period of five years from the date of dissolution of the company.Miscellaneous powers of the court
294. Meetings to ascertain wishes of creditors and contributories
295. Power of court to declare dissolution of company void
When a company has been dissolved the court may, at any time within two years of the date of the dissolution, on an application by the liquidator of the company or by any other person who appears to the court to be interested, make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void and thereupon such proceedings may be taken as might have been taken if the company had not been dissolved.296. Review by court
297. Special commissioners for taking evidence
298. Orders to be sent to Master and Registrar
Whenever under this Act any order is made by the court in connection with the winding up, judicial management or dissolution of a company, a copy of such order certified by the registrar of the court shall be transmitted by him to the Master and the Registrar.Judicial management instead of winding up
299. Circumstances in which provisional judicial management order may be obtained
300. Requirements for provisional judicial management order
The court may grant a provisional judicial management order in respect of a company—301. Contents of provisional judicial management order
302. Custody of property and appointment of provisional judicial manager
303. Duties of provisional judicial manager
A provisional judicial manager shall—304. Meetings convened by Master during provisional judicial management
305. Return day of provisional judicial management order
306. Duties of final judicial manager
A final judicial manager shall, subject to the memorandum and articles of the company in so far as they are consistent with any direction contained in the relevant judicial management order—307. Application of assets during judicial management
308. Remuneration of judicial managers
309. Pre-judicial management creditors may consent to preference
310. Voidable and undue preferences in judicial management
311. Period of judicial management excluded in determining preference under mortgage bond
The time during which any company, which is a debtor under a mortgage bond, is subject to a judicial management order, shall be excluded from the calculation of any period for the purpose of determining whether the mortgage confers any preference in terms of subsection (3) of section 111 of the Insolvency Act [Chapter 6:04] as applied to the winding up of companies by this Act.312. Position of auditor during judicial management
Notwithstanding the granting of a judicial management order in respect of any company and for so long as the order is in force, the provisions of this Act relating to the appointment and reappointment of an auditor and the rights and duties of an auditor shall continue to apply as if any reference in those provisions to the directors of the company were a reference to the judicial manager.313. Application of certain provisions of winding up to judicial management
In every case in which a company is placed under judicial management, sections two hundred and sixteen, two hundred and thirty-five, two hundred and thirty-seven, two hundred and thirty-eight, two hundred and seventy-two, two hundred and seventy-three, two hundred and seventy-four, two hundred and seventy-five, two hundred and eighty-nine, two hundred and ninety and two hundred and ninety-eight and, where the court so orders, sections two hundred and sixty-seven, two hundred and sixty-eight, two hundred and seventy, two hundred and eighty-six and two hundred and ninety-seven shall apply in a judicial management as they apply in a winding up of a company which is unable to pay its debts, any reference to—314. Cancellation of final judicial management order
Offences antecedent to or in course of winding up or judicial management
315. Power of court to assess damages against delinquent promoters and directors
316. Penalty for failure by directors and others to attend meetings
Every person shall be guilty of an offence and liable to a fine not exceeding level five or to imprisonment for a period not exceeding three months or to both such fine and such imprisonment who, being or having been a director of a company unable to pay its debts, has been required in writing—317. Offences consequent upon a winding up or judicial management
318. Responsibility of directors and other persons for fraudulent conduct of business
319. Prosecution of delinquent directors and others
If it appears in the course of the winding up or judicial management of a company that any past or present officer or member of the company has been guilty of an offence for which he is criminally responsible under this Act or, in relation to the company or the creditors of the company, under the common law, the liquidator or judicial manager shall cause all the facts known to him which appear to constitute the offence to be laid before the Prosecutor-General.Removal of defunct companies from register
320. Registrar may strike defunct company off register
321. Property of dissolved company vests in State
Part VI – Winding up of unregistered associations
322. Unregistered association defined
An unregistered association shall mean any company, syndicate, association or partnership having a place of business in Zimbabwe which consists of more than seven members and is not a company to which Parts II, III and IV or VII apply.323. Winding up of unregistered association
An unregistered association may, subject to this Part, be wound up under this Act and section one hundred and forty and all of Part V except sections three hundred and one to three hundred and six and section three hundred and twenty and of the winding-up rules made under section three hundred and fifty-nine shall apply, mutatis mutandis, to such an association and to its directors, officers or members with the following exceptions and additions—324. Contributories
325. Power of court to stay or restrain proceedings
The provisions of section one hundred and eighty-two with respect to staying and restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order shall, in the case of an unregistered association, where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the association.326. Actions stayed on winding-up order
Where an order has been made for winding up an unregistered association, no action or proceeding shall be proceeded with or commenced against any contributory of the association in respect of any debt of the association, except by leave of the court, and subject to such terms as the court may impose.327. Directions as to property in certain cases
If an unregistered association has no power to sue and be sued in a common name or if for any reason it appears expedient, the court may by the winding-up order, or by any subsequent order, direct that all or any part of the property belonging to the association, or to trustees on its behalf, is to vest in the liquidator by his official name and thereupon the property or the part thereof specified in the order shall vest accordingly; and the liquidator may, after giving such indemnity, if any, as the court may direct, bring or defend in his official name any action or other legal proceeding relating to that property or necessary to be brought or defended for the purpose of effectually winding up the association and recovering its property.328. Provisions of this Part cumulative
The provisions of this Part with respect to unregistered associations shall be deemed to be in addition to and not in restriction of any provisions hereinbefore in this Act contained with respect to winding up companies by the court, and the court or liquidator may exercise any powers or do any act in the case of unregistered associations which might be exercised or done by it or him in winding up companies registered under this Act; but an unregistered association shall not, except in the event of its being wound up, be deemed to be a company under this Act, and then only to the extent provided by this Part.Part VII – Foreign companies
329. Interpretation
For the purposes of this Part—“banking company” means a company which carries on in Zimbabwe banking business as defined in subsection (1) of section 2 of the Banking Act [Chapter 24:20];[definition as amended by section 33 of Act No. 14 of 2004]“insurance company” means a company which carries on insurance business within the meaning of the Insurance Act [Chapter 24:07];“place of business”, in relation to a company, means any place where the company transacts or holds itself out as transacting business, and includes a share transfer or share registration office.330. Requirements as to foreign companies
331. Further administrative duties of foreign company
332. Certain provisions of Act applied to banking companies
Subsections (1), (2) and (4) of section one hundred and forty-one, subsections (1), (2), (6) and (7) of section one hundred and forty-two, subsections (1) and (3) of section one hundred and forty-seven and section one hundred and forty-eight shall apply to every foreign company which is a banking company.333. Exemption in respect of transfer duty
Notwithstanding anything contained in any law, whenever a foreign company satisfies the court that—Prospectuses
334. Provisions with respect to prospectus of foreign company
335. Contents of prospectus
336. Provisions as to expert’s consent and allotment
337. Winding up foreign company
Part VIII – General
Form of registers: books: inspection and production
338. Form of registers and other documents
339. Production and inspection of books where offence suspected
If on an application by the Minister or by the Prosecutor-General, as the case may be, to a judge in respect of a company or foreign company there is shown to be reasonable cause to believe that any person has, while an officer of a company or foreign company, committed an offence in connection with the management of the affairs of the company or foreign company and that evidence of the commission of the offence is to be found in any books or papers of or under the control of the company or foreign company, an order may be made—Offences
340. Provisions with respect to default fines and meaning of officer in default
341. Penalties for false statements and oaths
342. Penalty for improper use of word “Limited” or “Co-operative”
343. False statements by directors and others
344. Power to restrain fraudulent persons from managing companies
345. Penalty for falsification of books
Any person who conceals, destroys, mutilates, falsifies or makes or is privy to the making of any false entry in or, with intent to defraud or deceive, makes or is privy to the making of any erasure in any register, book, including any minute book, security, account or document of any company or foreign company shall, unless he satisfies the court in each case that he had no intention to defraud or deceive, be guilty of an offence and liable to a fine not exceeding level eleven or to imprisonment for a period not exceeding two years or to both such fine and such imprisonment.[section as amended by Act No. 22 of 2001]Legal proceedings, service of documents, etc.
346. Enforcement of duty of company to make returns to Registrar
347. Registrar’s power to refuse registration
If the Registrar is of opinion that any document submitted to him—348. Extension of time for lodging returns
Whenever by this Act a time is prescribed for filing with or delivering or sending to the Registrar any return, account or other document or for giving notice to him of any matter, the Registrar may, on application to him before the expiry of the prescribed time, extend such time for so long as may seem to him to be reasonable; and if any prescribed time is extended by the Registrar under this section three hundred and forty-six shall be read as applying to a default in respect of the time as so extended.349. Power of court to grant relief in certain cases
350. Security for costs
Where a company or foreign company is plaintiff or applicant in any legal proceedings, the court may at any stage, on sufficient proof that there is reason to believe that the company or foreign company or the liquidator or judicial manager thereof will be unable to pay the costs of the defendant or respondent if successful in his defence, require sufficient security to be given for those costs and may stay all proceedings till the security is given.351. Review of Registrar’s decision
Every person or company aggrieved by any decision, ruling or order of the Registrar may bring the same under review by the court.352. Service of documents
Any notice, order or other document which by this Act may be or is required to be served upon a company, foreign company or unregistered association may, if it cannot be served as in this Act is otherwise expressly prescribed or unless the court shall otherwise direct, be served by leaving the same at, or sending it by prepaid registered post to—353. Provision as to fees
354. Proofs of certain facts by affidavit
Rules of procedure, etc.
355. Forms and tables and application of Seventh Schedule and licences
356. Additional fees in respect of late submissions of documents or notices
357. Inspection and copies of documents in Registrar’s office and production of documents in evidence
358. Additional copies of returns or documents
359. Rules of procedure
The Chief Justice may, in consultation with the Minister, make rules concerning the procedure to be followed with respect to any matter in connection with the winding up of companies, foreign companies or unregistered associations and generally as to all matters in which the court is empowered under this Act to exercise jurisdiction, and all matters which are required by this Act to be prescribed by rules.360. Regulations
361. Alteration of fees, tables and forms
Acts or omissions of State officers
362. Exemption from liability for acts or omissions of State officers
No act or omission whatever of the Registrar or of any officer, clerk or other person in the employment of the State, having duties to perform under this Act, shall render the State or the Registrar or any such officer, clerk or person liable in respect of any loss or damage sustained by any person in consequence of any such act or omission unless such act or omission was mala fide or was due to a want of reasonable care or diligence.History of this document
13 February 2020
Repealed by
Companies and Other Business Entities Act, 2019
31 December 2016 this version
Consolidation
01 April 1952
Commenced