Zimbabwe Investment and Development Agency Act, 2019
AN ACT to provide for the promotion, entry, protection and facilitation of investment; to provide for the establishment of the Zimbabwe Investment and Development Agency; to provide for the One Stop Investment Services Centre; to repeal the Zimbabwe Investment Authority Act , the Special Economic Zones Act and the Joint Ventures Act ; and to provide for matters incidental to or connected to the foregoing.ENACTED by the Parliament and the President of Zimbabwe.
Part I – Preliminary
1. Short title
This Act may be cited as the Zimbabwe Investment and Development Agency Act .
In this Act—"Agency" or "ZIDA" means the Zimbabwe Investment and Development Agency established by section 3;"Board" means the Zimbabwe Investment and Development Agency Advisory Board established by section 7;"Commissioner-General" means the Commissioner-General of the Zimbabwe Revenue Authority;"contracting authority" means any Ministry, Government department or public entity which has entered into or is considering entering into a PPP agreement;"counterparty", in relation to a PPP agreement, means a party to the agreement other than the contracting authority;"Chief Executive Officer" means the Chief Executive Officer of the Agency appointed in terms of section 9;"customs territory" means any part of Zimbabwe excluding a special economic zone;"foreign investor" means a natural or juristic person domiciled outside Zimbabwe, who seeks to make, is making or has made an investment in Zimbabwe pursuant to this Act;"foreign investment" is a direct or indirect investment made by a foreign investor, other than any foreign portfolio investment;"foreign portfolio investment" means the purchase of Zimbabwean stocks and bonds by any natural or juristic person domiciled outside Zimbabwe, and includes the deposit by such person of moneys in any banking account in Zimbabwe;"Government" means the Government of the Republic of Zimbabwe;"Immigration Department" means the office headed by the Chief Immigration Officer, referred to in section 5(1)(a) of the Immigration Act ;"investor" means any person, natural or juristic, who seeks to make, is making or has made an investment in Zimbabwe, including a foreign investor;"Minister" means—(a)any Minister or Vice-President to whom the President may assign the administration of this Act;(b)the President, where the President has reserved the administration of the Act to himself or herself;"One Stop Investment Services Centre" or "OSISC" has the meaning given to it in section 5;"one stop shop" means the OSISC or any branch thereof established under section 5(8);"Public Private Partnership agreement" or "PPP agreement" has the meaning given to it in Part I of the Fourth Schedule;"PPP project" or "project" means a project to be implemented under a PPP agreement, and includes any of the types of projects specified in, but not limited to, those specified in Part III of the Fourth Schedule;"public entity" means—(a)any corporate body established by or in terms of an Act of Parliament for special purposes; or(b)any company in which the State has a substantial or controlling interest, whether by virtue of holding or controlling shares therein or by virtue of a right of appointment of members to the controlling body thereof or otherwise, and includes any company which is subsidiary of the first mentioned company, as determined in accordance with section 183 of the Companies and other Business Entities Act ; or(c)local authority;"special economic zone" or "SEZ" means any part of Zimbabwe declared in terms of section 31 to be a Special Economic Zone;"territory" means the land and territory of the Republic of Zimbabwe and the airspace above it;"user levy" means any toll, fee, tariff, charge or other benefits whatsoever called that is collected by a counterparty or by the contracting authority on behalf of the counterparty from users or customers of a facility or service provided by it to enable the counterparty to recover its investment together with a fair return thereon;"unsolicited bid" means a proposal that is prepared or made without the invitation, solicitation, supervision or request of a contracting authority, being made solely at the initiative of the prospective counterparty, and "unsolicited bidder" shall be construed accordingly;"value for money" in relation to a PPP agreement, means that the agreement will result in a net benefit to users or consumers of the facility or service availed by the completion of the agreed project in terms of cost, delivery, price, quality, quantity, timeliness or risk transfer, or any combinations thereof;"Zimbabwe Revenue Authority" means the Authority established in terms of section 3 of the Revenue Authority Act .
Part II – Zimbabwe Investment and Development Agency
3. Establishment of Zimbabwe Investment and Development Agency
There is hereby established an Agency to be known as the Zimbabwe Investment and Development Agency, which shall be a body corporate capable of suing and being sued in its own name and, subject to this Act, of performing all acts that bodies corporate may by law perform.
4. Functions of Agency
(1)The functions of the Agency shall be—
(a)to promote, plan and implement investment promotion strategies for the purpose of encouraging investment by domestic and foreign investors;(b)to promote the decentralisation of investment activities;(c)to implement and coordinate investment programmes and investment promotion related activities;(d)to facilitate entry and implementation of investment projects;(e)to assist investors in all appropriate investment-related support that may be required;(f)to work with Government and interested stakeholders in using modern communications methods to promote Zimbabwe as an attractive investment destination;(g)to facilitate, across all sectors of the economy, dialogue and other consultations between the public and private sectors to improve the investment climate for domestic and foreign investment;(h)to establish and regulate special economic zones;(i)to appraise and recommend the approval of Public Private Partnerships with the State to the Cabinet;(j)to deliver investor aftercare services, including but not limited to postestablishment facilitation services that support investment retention and expansion;(k)where appropriate, to monitor the operations of registered investments;(l)to maintain records related to investment certificates, work permits, visas and any other documents pertaining to the licensed investor;(m)to advise the Minister on all matters relating to investment in Zimbabwe; and(n)to perform such other functions as may be assigned by the Minister from time to time.(2)The Agency shall exercise its functions impartially and without fear, favour or prejudice and shall conduct all its activities in a clear and open manner to give the fullest effect to the objectives of this Act.(3)Subject to this Act, for the better exercise of its functions the Agency shall have power to do or cause to be done, either by itself or through its agents, all or any of the things specified in the First Schedule, either absolutely or conditionally and either solely or jointly with others.
5. One Stop Investment Services Centre
(1)There is hereby established under the control and supervision of the Agency a One Stop Investment Services Centre consisting of the following desks—
(a)a desk to represent the general investment division of the Agency;(b)a desk to represent the unit in the Agency responsible for public private partnerships;(c)a desk to represent the unit in the Agency responsible for special economic zones;(d)a desk to represent the Immigration Department;(e)a desk to represent the Zimbabwe Revenue Authority;(f)a desk to represent the Environment Management Agency established by section 9 of the Environmental Management Act ;(g)a desk to represent the Reserve Bank of Zimbabwe referred to in section 4 of the Reserve Bank of Zimbabwe Act ;(h)a desk to represent the Office for the Registration of Companies and Other Business Entities established in terms of section 5 of the Companies Act ;(i)a desk to represent the National Social Security Authority established in terms of the National Social Security Authority Act ;(j)a desk to represent the Zimbabwe Energy Regulatory Authority established by section 3 of the Energy Regulatory Authority Act ;(k)a desk to represent the Ministry responsible for mines and minerals;(l)a desk to represent the Ministry responsible for local authorities;(m)a desk to represent the Zimbabwe Tourism Authority established by section 3 of the Tourism Act ;(n)a desk to represent the Ministry responsible for labour;(o)one or more desks representing any additional Ministry or Ministries as the Minister, after consultation with the Minister or Ministers concerned and the President, considers to be relevant for the success of the one stop shop.(2)Each desk shall be manned by an employee, officer or representative of the relevant agency, department or Ministry, and each such employee, officer or representative shall have a mandate to assist investors using the one stop shop to the extent it is possible for them to so within the sphere of competence of the agency, department or Ministry of which he or she is a an employee, officer or representative.(3)Persons manning the desks referred to in subsections (1)(a), (b) and (c), are employees of the Agency.(4)Persons manning the desks referred to in subsections (1) (d) to (n) are employees, officers or representatives of the relevant agency, department or Ministry seconded to the Agency.Provided that the seconding authority shall have power on reasonable notice to the Agency to recall any person seconded, on the condition that the seconding authority promptly seconds another person to the vacancy thus created.(5)The Chief Executive Officer shall, whenever a vacancy arises with respect to the manning of a desk, whether by virtue of a recall referred to in the proviso to subsection (4) or for some other cause, request in writing the head of the relevant agency, department or Ministry to fill the vacancy by making the appropriate secondment, and the head of relevant agency, department or Ministry shall promptly comply with such request, and in any event no later than fourteen days of receiving the request.(6)If any delay is made in complying with subsection (5) the Chief Executive Officer shall promptly inform the Chief Secretary to the Office of President and Cabinet of that fact, attaching therewith a copy of the original request communicated in terms of subsection (5).(7)The OSISC shall operate every working day during normal business hours and at such other times as the Agency may determine, and any potential investor may use the services of the one stop shop without notice during those hours.(8)The Agency may establish other one stop shops at different venues in all the provinces of Zimbabwe.(9)To facilitate the prompt processing of investment enquiries through all the relevant desks within the one stop shop, the Agency shall appoint a Chief Facilitator and such number of assistant facilitators as are required to guide the potential investors to the appropriate desks.(10)For the avoidance of doubt it is declared that, while on secondment the persons referred to in subsection (4) shall, with respect to the discharge of their mandates in their respective desks in the one stop shop, be subject to the authority and discipline of the Agency in the person of the Chief Facilitator as if they were employees of the Agency.
6. Prioritisation of consideration by third party agencies of certain applications secondary to granting of investment licences
Every officer, organ or arm of the State, and every statutory body and local authority, whose duty it is to consider any application for the grant of any permit, licence, permission, concession or other authorisation required in connection with any activity, or for the provision of a service, shall ensure that as far as possible priority is given to the consideration of any application therefor by an applicant whose activity is permitted or approved in terms of an investment licence issued under this Act.
7. Zimbabwe Investment and Development Agency Advisory Board
(1)There shall be an advisory board of the Agency known as the ZIDA Advisory Board which has the following functions—
(a)on its own initiative or at the request of the Chief Executive Officer—
(i)to investigate and make recommendations to the Chief Executive Officer on any matter affecting investment facilitation, development, promotion and protection; and(ii)to assist the Chief Executive Officer in the discharge of his or her functions in terms of section 9 by making appropriate recommendations or giving appropriate advice to the Chief Executive Officer; and(iii)making appropriate recommendations or giving appropriate advice on the formulation and implementation of strategies for the facilitation, development, promotion and protection of investments;
and(b)at the request of the President or the Minister (as the case may be), to evaluate the performance by the Chief Executive Officer of his or her functions and responsibilities under this Act when he or she is being considered for re-appointment; and(c)to consider any matter referred to it by the President or the Minister; and(d)to perform any other function assigned to it by or in terms of this Act.(2)The Chief Executive Officer is not bound by any recommendations made or advice given by the Board in terms of subsection (1)(a), but, at the request of the Board, he or she shall, in any annual or special report made in terms of section 43 (as directed by the Board) make a report on the substance of any such recommendations or advice he or she has chosen not to follow in whole or in part, together with the reasons for not doing so.(3)The provisions of the Second Schedule apply to the Board.
8. Composition of ZIDA Advisory Board
(1)The Minister shall appoint eight (8) members of the Board of whom—
(a)three persons (of whom one shall be an expatriate) having the following qualities, among others, who shall be chosen from the private sector—
(i)international experience or exposure in major investment institutions, international financial institutions and any other internationally acclaimed organisations; or(ii)expertise in investment analysis, finance, banking, corporate law and private equity financing.(b)five shall be chosen from the public sector at director level and above in line with the Public Entities Corporate Governance Act .(2)The Chief Executive Officer shall be an ex officio member of the Board and the Secretary to the Board.(3)In appointing Board members the Minister shall have regard for the provisions of sections 17 and 18 of the Constitution.(4)From among the appointed members, the Minister shall appoint the Chairperson of the Board.(5)The Board shall, at its first meeting, elect a Vice-Chairperson of the Board from among its members:Provided that the Chairperson and the Vice Chairperson shall be of different genders.
9. Chief Executive Officer and staff of Agency
(1)There shall be a Chief Executive Officer of the Agency who shall be appointed by the President on the President’s own authority if the President is responsible for administering this Act, or otherwise after consultation with the Minister responsible for administering this Act.(2)The Chief Executive Officer shall hold office for such period (not exceeding three years) and on such terms and conditions of service, as the President or the Minister (as the case may be) shall fix on his or her appointment, and shall be eligible for reappointment (subject to satisfactory evaluation of performance referred to in section 7(1)(b)) for the same period as the period for which he or she was originally appointed, and on the same or on different terms and conditions of service.(3)The following provisions of the Second Schedule relating to the appointment of members of the Board, their vacation of office, disqualification for appointment, dismissal and refilling of their vacancies shall also apply to the Chief Executive Officer:—Paragraphs 2, 3, 4(1) (subject to the reference in subparagraph (b) to paragraph 1(2) of the Second Schedule being construed as a reference to subsection (2) of this section), (3) and 5.(4)The Chief Executive Officer shall, on behalf and in the name of the agency—
(a)employ, upon such terms and conditions as he or she may think fit, whether as permanent employees on pensionable conditions of service, or on contract or otherwise, such staff as are necessary for conducting the Agency’s affairs; and(b)assign and promote members of staff to offices, posts and grades in the Agency and fix their conditions of service; and(c)supervise and control the activities of the staff of the Agency in the course of their employment; and(d)discipline, suspend or discharge any such staff.(5)The staff of the Agency shall carry out their functions under the direction and control of the Chief Executive Officer.
10. Specific and general responsibilities and functions of Chief Executive Officer
(1)The Chief Executive Officer shall be—
(a)personally responsible for—
(i)overseeing the discharge by the Agency of its statutory functions; and(ii)providing leadership and strategic direction to the Agency; and(iii)approving the Agency’s work programme and operations; and(iv)approving the Agency’s budget; and(v)approving an investment promotion strategy in line with Zimbabwe’s investment policy; and(vi)the submission of annual and other reports in terms of section 43; and(vii)exercising any other functions that may be imposed or conferred upon him or her personally in terms of this Act or any other enactment;
and(b)personally or by delegation to any member of staff of the Agency responsible for—
(i)implementing the policies of the Agency; and(ii)managing the operations and property of the Agency; and(iii)inquiring into and dealing with complaints and grievances made by or against the Agency or members, employees or agents of the Agency; and(iv)representing the Agency externally; and(v)exercising on behalf of the Agency the ancillary powers referred to in the First Schedule; and(vi)exercising any other functions that may be imposed or conferred upon the Agency in terms of this Act or any other enactment.(2)The Chief Executive Officer shall carry out his or her responsibilities and discharge his or her functions under this Act so as to exert effective leadership over the Agency and ensure its well-being and maintenance in a high state of efficiency.(3)The Minister may, through the Chief Executive Officer, give the Agency such general directions relating to the policy the Agency is to observe in the exercise of its functions that the Minister considers to be necessary in the national interest.
Part III – Investor guarantees and non-discriminatory treatment
11. Conformity to law of investments
All investments must be established in accordance with, and shall be subject to, the laws of Zimbabwe.
12. Freedom of Investment
Foreign investors may invest in, and reinvest profits of such investments into, any and all sectors of the economy of Zimbabwe, and in the same form and under the same conditions as defined for Zimbabweans under the applicable laws and regulations of Zimbabwe. (This section is subject only to the reservation of certain classes of business in favour of Zimbabwean citizens contained in the First Schedule to the Indigenisation and Economic Empowerment Act .)
13. Non-discrimination between domestic and foreign investors
(1)The Agency shall accord to foreign investors and their investments, treatment no less favourable than that it accords, in like circumstances, to domestic investors with respect to the establishment, acquisition, expansion, management, conduct, operation and sale or other disposition of their investments.(2)Subsection (1) does not apply to—
(a)the existing non-conforming measures as set out in section 3 and 3A of the Indigenisation and Economic Empowerment Act , the Land Commission Act , and the Legal Practitioners Act ;(b)an amendment to a non-conforming measure set out in the First Schedule to the Indigenisation and Economic Empowerment Act , to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment.
14. Non-discrimination among foreign investors
(1)The Agency shall accord to foreign investors from one country and their investments, treatment no less favourable than that it accords, in like circumstances, to investors of any other country with respect to the establishment, acquisition, expansion, management, conduct, operation and sale or other disposition of their investments.(2)For purposes of this section, the determination of whether treatment is accorded in "like circumstances" depends on the totality of the circumstances, including whether the relevant treatment distinguishes between investors or investments based on legitimate public welfare objectives.(3)For purposes of this section, the term "treatment" does not include procedures for the resolution of investment disputes between a foreign investor and Zimbabwe provided for in international investment treaties and trade agreements.(4)The provisions of subsections (1) and (2) shall not apply to all actual and future advantages accorded by Zimbabwe by virtue of its membership of, or association with a customs, economic or monetary union, a common market or a free trade area, to Zimbabweans, or to nationals or companies of Member States of such union, common market or free trade area, or of any other third State.(5)The provisions of subsections (1) and (2) shall not be construed to require the Government to accord to foreign investors any beneficial treatment, privilege or preference that may be granted to Zimbabweans as a result of—
(a)any law or other measure, the purpose of which is to promote and preserve cultural heritage and practices, indigenous knowledge and biological resources related thereto, or national heritage; or(b)any special advantages provided in Zimbabwe by development finance institutions established for the purpose of development assistance or the development of small and medium businesses or new industries, provided that the legislation or advantages be applied in a transparent manner and subject to objective criteria and not in a manner that would constitute a disguised restriction on the freedom of establishment of foreign investors.(6)The provisions of subsections (1) and (2) shall not apply to—
(a)the existing non-conforming measures as referred to in section 13(2); and(b)the continuation or prompt renewal of the non-conforming measures referred to in section 13(2); and(c)an amendment to a non-conforming measure referred to in section 13(2) and to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment.
15. Employment of senior expatriate staff
An investor may appoint, regardless of their nationality, any individual who is a qualified person as a senior manager, technical and operational expert or advisor with respect to the investment in accordance with the laws of Zimbabwe.
16. Fair and equitable treatment
(1)Every investor shall be entitled to the protection against the following—
(a)denial of justice in criminal, civil or administrative proceedings; or(b)breaches of fundamental due process, including—
(i)substantial procedural delays; or(ii)fundamental breaches of transparency (as defined in section 18) in judicial and administrative proceedings; or(iii)any substantive change to the terms and conditions under any licence, permit or endorsement granted by the Government or the Agency to investors and their direct investments; or(c)manifest arbitrariness; or(d)targeted discrimination on manifestly wrongful grounds, such as gender, race or religious belief; or(e)abusive treatment of investors, such as coercion, duress and harassment.(2)Every investor shall be entitled to—
(a)equal access to the law; and(b)the protection of investments.
17. Guarantee against expropriation
(a)investment shall be nationalised or expropriated; and(b)investor shall be compelled to cede an investment to another person, either directly or indirectly through measures having an effect equivalent to nationalisation or expropriation;
except for a public purpose, in accordance with due process of law, in a non-discriminatory manner and on payment of prompt, adequate and effective compensation.(2)The compensation referred to in subsection (1) shall be equivalent to the fair market value of the expropriated investment immediately before the expropriation took place (the date of expropriation) or, where the value of the property was negatively impacted by notice of imminent expropriation, immediately before such notice. Valuation criteria shall include going concern value, asset value including declared tax value of tangible property, and other criteria, as appropriate, to determine the fair market value.(3)Compensation referred to in subsection (1) shall—
(a)be paid without delay and shall be fully realisable and freely transferable; and(b)be payable in a freely convertible currency and shall include interest at a commercially reasonable rate for that currency from the date of expropriation until the date of payment.(4)The affected investor shall have a right, under the law of Zimbabwe, to prompt review, by a judicial or other independent authority, of its case and of the valuation of its investment in accordance with the principles set out in this section.(5)For purposes of this section, indirect expropriation occurs if a measure or series of measures of the Government has an effect equivalent to direct expropriation, in that it substantially deprives the investor of the fundamental attributes of property in its investment, including the right to use, enjoy and dispose of its investment, without formal transfer of title or outright seizure.(6)The determination of whether a measure or series of measures, in a specific fact situation, constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that takes into consideration, among other factors—
(a)the economic impact of the measure or series of measures, although the sole fact that a measure or series of measures has an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred; and(b)the duration of the measure or series of measures; and(c)the extent to which the measure or series of measures interferes with distinct, reasonable investment-backed expectations; and(d)the character of the measure or series of measures, notably their object, context and intent.(7)Non-discriminatory measures that are designed and applied to protect legitimate public welfare objectives, such as health, safety and the environment, do not constitute indirect expropriations, except in the rare circumstance when the impact of a measure or series of measures is so severe in light of its purpose that it appears manifestly excessive.
(1)All laws, regulations, procedures, and administrative rulings that affect or pertain to investments or investors shall be promptly made publicly available.(2)Policies that affect investments or pertain to investors which are not expressed in laws and regulations, as well as adjudicatory decisions in respect to any matter covered by the Act, shall be made publicly available in a timely manner.(3)Notwithstanding subsections (1) and (2), this section does not require disclosure of any confidential or proprietary information, including information concerning particular investors or investments, or investment disputes, the disclosure of which would—
(a)impede law enforcement or national security; or(b)be contrary to laws protecting confidentiality or to the public interest; or(c)prejudice the legitimate commercial interests of a particular public or private entity.
19. Transfer of funds
(1)With respect to investments made under this Act, investors may without restriction or delay in a freely convertible currency transfer the following funds into and out of Zimbabwe—
(a)contributions to capital, such as principal and additional funds to maintain, develop or increase the investment; and(b)proceeds, profits from the asset, dividends, royalties, patent fees, licence fees, technical assistance and management fees, shares and other current income resulting from any investment under this Act; and(c)proceeds from the sale or liquidation of the whole or part of an investment or property owned by an investment; and(d)payments made under a contract entered into by the investor or investment, including payments made pursuant to a loan agreement; and(e)payments resulting from any settlement of investment disputes pursuant to section 38; and(f)earnings and other remuneration of foreign personnel legally employed in Zimbabwe in connection with an investment.(2)Any transfer of funds shall be allowed only after paying all tax obligations imposed on the amount to be transferred in accordance with the stipulated tax laws.(3)The Government may, in an equitable and non-discriminatory manner, prevent or delay a transfer of funds relating to any of the following circumstances—
(a)bankruptcy, insolvency or the protection of the rights of creditors; or(b)criminal or penal offences; or(c)financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities; or(d)ensuring compliance with orders or judgments in judicial or administrative proceedings.(4)Notwithstanding subsections (1) and (2), in the event of serious balance-of-payments or external financial difficulties, the Government may temporarily restrict payments or transfers related to investments, provided that such restrictions are imposed on a non-discriminatory and good faith basis.
Part IV – Investor obligations
20. Compliance with domestic legislation
Investors shall abide by this Act and the other legislation in force in the Republic of Zimbabwe, as well as by their contractual undertakings.
21. Responsibility of investor
In addition to their basic obligations to act in accordance with all laws of Zimbabwe, investors shall have common obligations, including those obligations relating to—
(a)the preservation of the environment; and(b)the maintenance of independent accounts and records in respect of the given enterprise in accordance with international accounting standards; and(c)making sure that the products produced, works conducted and services provided by them comply with national and international standards; and(d)respecting the national heritage, customs and traditions of Zimbabwe.
Part V – Provisions common to investors in and outside special economic zones
22. Applications for investment licences
(1)Any investor wishing to obtain the approval of the Agency for his or her existing or projected investment outside a special economic zone for the purpose of securing the protections accorded by this Act to his or her investment must apply for an investment licence, and the application shall be accompanied by the prescribed fee and such documents as the Agency may require.(2)Any person wishing to invest in a special economic zone must apply for an investment licence, and the application shall be accompanied by the prescribed fee and such documents as the Agency may require.(3)The Chief Executive Officer shall without delay approve or refuse to approve any application for an investment licence submitted to the Agency in terms of subsection (1) or (2).(4)The Chief Executive Officer may—
(a)at his or her discretion, refer any application for an investment licence to the Board for its advice or recommendation thereon;(b)impose such conditions on the issuance of an investment licence as he or she considers fit, whether or not on the basis of any advice or recommendation tendered by the Board in terms of paragraph (a).(5)For the purpose of securing the protections accorded by this Act, the production before any court of a document purporting to be an investment licence issued under the hand of any officer or person on behalf of the Agency, and identifying the investment and investor therein as a foreign or domestic investment or investor, as the case may be, shall be prima facie proof that the document is an investment licence and that the name, nature and identity of the investor and the investment is as it is stated in the investment licence, and any person disputing the same shall bear the burden of proving otherwise.
23. Period of validity of investment licences
(1)An investment licence other than one for investment in a special economic zone shall be valid for a period fixed by the Agency from the date of issue.(2)An investment licence for investment in a Special Economic Zone shall be valid for a period of ten (10) years.
24. Renewal of investment licences
A licensed investor may renew his or her investment licence before its expiry, and an application for renewal shall be made in such form and manner and within such period as may be prescribed and shall be accompanied by such fee, if any, as may be prescribed.
25. Register of investment licences
(1)The Agency shall maintain or cause to be maintained a register of—
(a)investment licences, including any conditions subject to which each licence is issued; and(b)any amendments, suspensions or cancellations of investment licences.(2)The register kept in terms of subsection (1) shall be open for inspection by members of the public at all reasonable times at the offices of the Agency on payment of the prescribed fee, if any.(3)The Agency shall create and maintain up to date a website which, among other things, will enable members of the public to have access to the register kept in terms of subsection (1).
26. Investor to notify Agency of non-implementation of investment proposals or changes in particulars
(1)Where for any reason, a licensed investor is unable to implement the investment described in his or her investment licence, he or she shall notify the Agency of his or her inability to implement such investment, stating the reasons therefor, within thirty (30) working days of his or her becoming aware of the non-implementation of the investment.(2)A licensed investor shall without delay inform the Agency of any material alteration in the information or particulars furnished by him or her when he or she applied for the investment licence.
27. Transfer of investment licences
No licensed investor shall, except with the prior approval of the Agency, assign, cede or otherwise transfer his or her investment licence to any other person.
28. Power to visit premises and inspect documents
(1)To ensure compliance with any conditions subject to which any investment licence was issued, the Agency may visit and inspect any premises having any connection with the investment or proposed investment referred to in the licence, and may examine, make copies of or take extracts from any financial statements, books or other documents having any such connection.(2)Any person who hinders or obstructs the Agency in the conduct of an inspection or examination under subsection (1) shall be guilty of an offence and liable to a fine not exceeding level 14.
29. Suspension and cancellation of investment licences
(1)The Agency may suspend or cancel any investment licence where the licensed investor—
(a)obtained the licence on the basis of fraud or a misrepresentation of a material nature or any false or misleading statement; or(b)assigns, cedes or otherwise transfers the licence to another person without the prior approval of the Agency; or(c)fails without reasonable explanation to implement the approved activity described in the licence within the period stipulated or any extension thereof; or(d)fails to comply with any conditions imposed on the issue of the licence.(2)The Agency shall, before taking any action in terms of subsection (1), notify the licensed investor of its intention to suspend or cancel the investment licence concerned and the reasons therefor, and call upon the licensed investor to show cause, within such reasonable period as may be specified in the notice, why his or her investment licence should not be suspended or cancelled, as the case may be.(3)If, at the expiration of the period specified in the notice given in terms of subsection (2), and after considering any representations made by the licensed investor, the Agency is satisfied for any reason specified in subsection (1) that the investment licence concerned should be suspended or cancelled, the Agency may, by notice in writing to the applicant, suspend or cancel the licence or take such other action as it considers appropriate, including suspending or cancelling any incentives to which the licensed investor may be entitled in terms of this Act.
(1)The Agency, in consultation with the Minister responsible for finance, shall publish guidelines for investment, which shall mention—
(a)general incentives that may be applicable to licensed investors, whether foreign or domestic; and(b)special incentives that may be applicable to specific categories of licensed investors such as primary producers, exporters, and investors involved in value-addition and import-substitution projects, whether foreign or domestic; and(c)any other incentives and conditions that may be applicable to investors, whether foreign or domestic; and in so doing the Agency may, without derogation from section 21 of the Interpretation Act , specify different incentives for domestic and foreign licensed investors.(2)The Agency shall take all reasonable steps that are necessary to ensure that any incentives mentioned in guidelines published in terms of subsection (1) are granted to the licensed investors concerned.
Part VI – Investment in special economic zones
31. Establishment of special economic zones
(1)The Agency may, by notice in the Gazette, declare any area or premises to be a special economic zone, the geographical area of which shall be defined in the notice.(2)The Agency may at any time amend, add to or abolish any special economic zone.(3)The Third Schedule applies to the rights, duties and obligations of persons licensed to operate in a special economic zone.
32. Considerations of applications for investment licences for special economic zone
When considering an application for an investment licence in a special economic zone, the Agency shall have regard to—
(a)the degree of export orientation or import substitution of the project; and(b)the extent to which the proposed investment will promote industrialisation of the domestic economy; and(c)the extent to which skills and technology will be transferred for the benefit of Zimbabwe and its people; and(d)the extent to which the proposed investment will lead to the creation of employment opportunities and the development of human resources; and(e)the extent of value addition and beneficiation of local raw materials; and(f)the value of the convertible foreign currency transferred to Zimbabwe in connection with the project; and(g)the impact the proposed investment is likely to have on the environment and, where necessary, the measures proposed to deal with any adverse environmental consequences; and(h)the impact the investment is likely to have on existing industries in the economy and the extent to which the proposed investment will establish linkages within the domestic economy; and(i)the possibility of transfer of technology; and(j)any other considerations that the Agency considers appropriate.
33. Application for developer’s permits for special economic zones
Any person who wishes to obtain approval to develop an area as a special economic zone area in which licensed investors will establish and conduct their operations shall submit an application to the Agency in the prescribed form for a permit, and the application shall be accompanied by the prescribed fee, if any, and such documents as the Agency may require.
Part VII – Public Private Partnerships
34. Public Private Partnership Unit
(1)The Joint Venture Unit established in terms of section 3 of the Joint Venture Act (No. 6 of 2015) in the Ministry responsible for Finance and Economic Development shall, on and after the fixed date, continue in existence and shall be known as the Public Private Partnership Unit of the Agency.(2)The Public Private Partnership Unit shall perform the following functions—
(a)to consider project proposals submitted to it and assess whether or not they—
(i)are affordable to the contracting authority; and(ii)provide value for money; and(iii)provide for the optimum transfer of technical, operational and financial risks to the counterparty; and
and(b)through the Chief Executive Officer, to make recommendations on such proposals to the Cabinet; and(c)to examine requests for project proposals to ensure they conform with the approved feasibility studies; and(d)to advise Government on PPPs generally; and(e)to develop best practice guidelines in relation to all aspects of PPPs; and(f)formulate suggested policy in relation to PPPs for adoption by the Government; and(g)to develop awareness of PPPs in Zimbabwe as a vehicle for economic development and delivery of public services; and(h)through the Chief Executive Officer, to make recommendations on project proposals submitted by contracting authorities to the Cabinet as to whether to approve or reject project proposals; and(i)to undertake monitoring and evaluation of PPPs and, where necessary, through the Chief Executive Officer, to make appropriate recommendations concerning such projects to the Cabinet and contracting authority.
35. Procedures preliminary to conclusion of PPP agreements, and conclusion thereof
The procedures preliminary to concluding any PPP agreement, and the conclusion of PPP agreements, are set out in Part II of the Fourth Schedule.
36. Powers of ZIDA in relation to PPPs
(1)The Agency may—
(a)retain consultants to assist it on an ad hoc, part-time or full-time basis;(b)request the chairperson, accounting officer or chief executive officer of a contracting authority—
(i)to furnish any information or produce any records or other documents relating to a project;(ii)to answer all questions relating to a project;(c)examine such records or other documents as are availed to it and make copies thereof or take extracts therefrom.(2)Any person to whom a reasonable request is made under subsection (1)(b) or (c) who—
(a)without just cause, fails to comply with the request; or(b)refuses without just cause to answer or wilfully gives any false or misleading answer to any question lawfully put by the Agency or by any employee or agent of the Agency;
shall be guilty of an offence and liable to a fine not exceeding level 8 or to imprisonment for a period not exceeding three years or to both such fine and such imprisonment.
37. Effect and amendment of Part III of Fourth Schedule
(1)The types of PPP projects and PPP agreements enumerated in Parts III of the Fourth Schedule or any variation or combination thereof, that may be undertaken by a contracting authority, are indicative in nature, and the Agency or contracting authorities may evolve and arrive at such types of agreement incorporating any other arrangements as are necessary or expedient for any specific project.(2)The Agency may, for the sake of public information, and after consulting the Cabinet, by notice in a statutory instrument amend Part III of the Fourth Schedule by adding, deleting or substituting any items therein, or may replace Part III of the Fourth Schedule entirely.
Part VIII – Dispute settlement
38. Resolution of disputes
Every dispute concerning an investment within the scope of this Act shall be governed by and construed in accordance with laws of Zimbabwe, including where applicable—(a)domestic arbitration as provided in the Arbitration Act, 1996; or(b)any other international arbitration referred to by mutual agreement of the parties.
(2)In the case of foreign investors the dispute may also be submitted to the dispute settlement mechanisms provided for in any treaty or agreements on the promotion and protection of investments between Zimbabwe and the country from which the foreign investor originates.(3)A foreign investor who established his or her investment in Zimbabwe before the date of commencement of this Act and claims to be protected by a Bilateral Investment Protection and Promotion Agreement concluded before such date must register such investment with the Agency no later than twelve (12) months after such date.(4)For the purposes of subsection (3)—"registration’ means notification in the prescribed form of the following particulars—
(a)the name, nationality and address of the foreign investor; and(b)the date on which the investment concerned was made or began in Zimbabwe; and(c)the Bilateral Investment Protection and Promotion Agreement under which the investor wants to claim protection.(5)If an investor referred in subsection (3) fails to register the investment within the period specified, such investor shall be deemed to have waived the protection of the Bilateral Investment Protection and Promotion Agreements in question, with the result that any dispute in relation thereto can only be settled by a domestic court or domestic arbitration.(6)A foreign investor who establishes his or her investment in Zimbabwe after the date of commencement of this Act and claims to be protected by a Bilateral Investment Protection and Promotion Agreement concluded before or after such date must register such investment with the Agency no later than ninety (90) days after such date and subsection (5) shall apply to such investor.
Part IX – Financial provisions
39. Funds of Agency
The funds of the Agency shall consist of—
(a)any moneys that may be appropriated for the purpose by Parliament; and(b)any loans, donations and grants which the Agency receives, from any person or agency or from the government of any country or intergovernmental organisation; and(c)any other moneys that may accrue to the Agency, whether in the course of its operations or otherwise; and(d)fees collected in respect of licensing, programmes, publications, seminars, documents, consultancy services and other services provided by the Agency.
40. Financial year of Agency
The financial year of the Agency shall be the period of twelve months ending on the 31st December in each year or on such other date as may be prescribed.
41. Accounts of Agency
(1)The Agency shall ensure that proper accounts and other records relating to such accounts are kept in respect of all its activities, funds and property.(2)Within ninety (90) days after the end of each financial year, the Agency shall prepare and submit to Parliament a statement of accounts and performance in respect of that financial year or in respect of such other period as Parliament may direct.
42. Audit of accounts of Agency
The accounts of the Agency shall be audited by the Auditor-General, who for the purpose shall have all the functions conferred on him or her by sections 8 and 9 of the Audit Office Act as though the assets of the Agency were public moneys and the members, employees and agents of the Agency were officers as defined in that Act.
43. Reports of Chief Executive Officer
(1)The Chief Executive Officer shall, as soon as possible after the end of each financial year, submit an annual report on the operations of the Agency to the Minister.(2)In addition to the report referred to in subsection (1), the Chief Executive Officer—
(a)shall submit to the Minister any other report, and provide him or her with any other information, that the Minister may require in regard to the operation of the Agency; and(b)may submit to the Minister any other report that the Chief Executive Officer considers desirable.(3)The Minister—
(a)shall table before Parliament every annual report submitted to him or her by the Chief Executive Officer in terms of subsection (1); and(b)may table before Parliament any report submitted to him or her by the Chief Executive Officer in terms of subsection (2).
Part X – General
44. Preservation of secrecy
(1)All persons who—
(a)are employed in carrying out the provisions of this Act; or(b)examine documents or investment applications or proposals under the control or in the custody of the Agency;
shall, subject to subsection (2), keep secret, and aid in keeping secret, all information coming to their knowledge in the exercise of their functions.(2)No person referred to in subsection (1) shall, except in the exercise of his or her functions under this Act or unless he or she is required to do so by order of a competent court—
(a)communicate information coming to his or her knowledge in the exercise of his or her functions to any person who is not—
(i)the applicant or other person to whom the information relates or by whom the information was furnished; or(ii)the lawful representative of the applicant or other person to whom the information relates or by whom the information was furnished; or(iii)a person to whom the information is required to be communicated in terms of this Act or any enactment relating to the Public Service, the collection and safe custody of public moneys or the audit of public accounts;
or(b)allow any person who is not a person referred to in paragraph (a) (i), (ii) or (iii) to have access to any record, document or application under the control or in the custody of the Agency which contains information referred to in that paragraph.(3)No person referred to in subsection (1) shall, for his or her personal gain, directly or otherwise, make use of any information which has come to his or her knowledge in the exercise of his or her functions in terms of this Act.(4)Any person who contravenes any provision of this section shall be guilty of an offence and liable to a fine not exceeding level 8 or to imprisonment for a period not exceeding three years or to both such fine and such imprisonment.
45. Exemption from liability for Agency
No liability shall attach to the Agency or to any employee of the Agency or to the Board or to a member of the Board or any committee of the Board for any loss or damage sustained by any person as a result of the bona fide exercise or performance of any function which by or in terms of this Act is conferred or imposed upon the Agency, the Board or a committee:Provided that this section shall not be construed so as to prevent any person from recovering compensation for any loss or damage sustained by him or her, which was caused by negligence.
(1)The Minister may, after consultation with the Chief Executive Officer and the Board, make regulations providing for all matters which by this Act are required or permitted to be prescribed or which, in his or her opinion, are necessary or convenient to be prescribed for carrying out or giving effect to this Act.(2)Regulations in terms of subsection (1) may provide for—
(a)the imposition, revision and collection of user levies, whether generally or in relation to any particular project or agreement;(b)fees and charges for anything done or provided by the Agency in terms of this Act;(c)operations within special economic zones;(d)the extent to which local raw materials will be utilised and beneficiated;(e)best practice guidelines in relation to all aspects of Public Private Partnerships;(f)best practice guidelines in relation to all aspects of special economic zones;(g)the maximum periods within which the Agency must complete the making of recommendations and conclude other specified tasks in terms of this Act.(3)Regulations may provide penalties for contraventions thereof:Provided that no such penalty shall exceed a fine of level 7 or imprisonment for a period of six months or both such fine and such imprisonment.
47. Amendment of Cap.22:23 and repeal of various Acts
(1)Section 100 ("Application of Act to joint ventures") of the Public Procurement and Disposal of Public Assets Act is amended—
(a)in subsection (1) by the repeal of the definitions therein and their substitution by—""contracting authority" and "counterparty" are as defined in the Zimbabwe Investment and Development Agency Act ;"Public Private Partnership entity" means the entity resulting from a Public Private Partnership agreement concluded under the Zimbabwe Investment and Development Agency Act or the Joint Ventures Act repealed by that Act (and if no such entity is formed, the parties to the agreement are deemed for the purposes of this section to constitute such an entity);"Zimbabwe Investment and Development Agency Act" means the Zimbabwe Investment and Development Agency Act .";(b)in subsection (2) by the deletion of "joint ventures" and the substitution of "Public Private Partnership entities";(c)in subsection (3) by the deletion of "Joint Ventures Act" and "joint venture project" and their substitution respectively by "Zimbabwe Investment and Development Agency Act" and "Public Private Partnership project";(d)in subsection (4) by the deletion of "Joint Ventures Act" and "joint venture project", wherever they occur, and their substitution respectively by "Zimbabwe Investment and Development Agency Act" and "Public Private Partnership project";(e)in subsection (5) by the deletion of "Joint Ventures Act" and "joint venture", (wherever they occur) and "joint venture agreement", and their substitution respectively by "Zimbabwe Investment and Development Agency Act", "Public Private Partnership entity" and "Public Private Partnership agreement".(2)The following Acts are hereby repealed—
(a)the Zimbabwe Investment Authority Act ; and(b)the Special Economic Zones Act ; and(c)the Joint Venture Act .
48. Savings and transitional provisions
(1)In this section—"commencement date" means the date of promulgation of this Act;"repealed law" means the Acts repealed by section 47(2);"transitional period" means the period of two years immediately following the commencement date.(2)Any property or asset and any obligation which, immediately before the date of commencement, vested in or, as the case may be, had been incurred by the Zimbabwe Investment Authority, the Joint Venture Unit and the Zimbabwe Special Economic Zones Authority established respectively under the Acts repealed by section 47(2) (a), (b) and (c), shall on and after that date be property or an asset or obligation of the Agency.(3)Any proceedings commenced before the fixed date by or against by the Zimbabwe Investment Authority, or the Zimbabwe Special Economic Zones Authority established respectively under the Acts repealed by section 47(2)(a) and (b) shall be completed in accordance with the repealed law, any reference to those entities being construed as a reference to the Agency:Provided that the Agency may, by written notice to the entity concerned, direct that any provision of this Act that is specified in the notice shall apply to the proceedings, and that provision shall thereupon apply accordingly, subject to any modification stated in the notice.(4)Any direction or order which was given by the by the Zimbabwe Investment Authority, the Joint Venture Unit and the Zimbabwe Special Economic Zones Authority established respectively under the Acts repealed by section 47(2)(a), (b) and (c) and which, immediately before the fixed date, had or was capable of acquiring legal effect shall continue to have or to be capable of acquiring, as the case may be, the same effect as if it had been given by the Agency.(5)Any regulations made under the Acts repealed by section 47(2)(a), (b) and (c) shall be deemed to be regulations made under this Act until they are replaced by regulations made under section 46.(6)Any investment license approved by the Zimbabwe Investment Agency under the Zimbabwe Investment Agency Act shall continue to be governed by the said Act until the term of such license has expired.(7)Any processes begun before the commencement date under the Joint Ventures Act with a view to concluding a joint venture agreement shall not be deemed to be interrupted by this Act and shall proceed to finality as if the Joint Ventures Act were still in force.(8)Any premises declared to be a special economic zone in terms of General Notice 675 of 2010 shall continue as such until the expiry of the licence in relation thereto
49. Engagement by Agency of certain employees of State and former statutory corporations
(1)In this section—"former statutory corporation" means the Zimbabwe Investment Authority constituted by the Zimbabwe Investment Authority Act , or the Special Economic Zones and Authority constituted by the Special Economic Zones Act .(2)Subject to the Public Service Act and to subsections (6) and ( 8) and to the consent of the employees concerned, the Chief Executive Officer of the Agency may invite such of the persons who were employed by the Joint Venture Unit of the Ministry of Finance on the date of commencement of this Act to be engaged as employees of the Agency:Provided that any person not so engaged must be redeployed by the Public Service Commission elsewhere in the Public Service.(3)Persons engaged in terms of subsection (2) may be permitted to continue contributing towards a pension in terms of the Public Service (Pensions) Regulations (Statutory Instrument 124 of 1992), or any other enactment, subject to such terms and conditions as the Public Service Commission may fix with the approval of the Minister and Chief Executive Officer.(4)Terms and conditions fixed in terms of subsection (3) may provide for—
(a)payments by the Agency to the Consolidated Revenue Fund to compensate the State, wholly or in part for pensions and other benefits paid or payable to or in respect of persons engaged in terms of subsection (2); and(b)the application, non-application or modification of provisions of the Public Service (Pensions) Regulations (Statutory Instrument 124 of 1992), in regard to persons engaged in terms of subsection (2);(5)Notwithstanding any other provision in this Act, a person who—
(a)as a member of the Public Service was afforded an opportunity of engagement by ZIDA in terms of this section and declined to avail himself or herself of the opportunity; and(b)subsequently left the service and as a consequence became entitled to a pension benefit in respect of the abolition of his or her post;
shall not be engaged in any capacity by the Agency for a period of five years from the date on which he or she left the civil service unless the Minister and the Public Service Commission consent to his or her engagement.(6)Subject to the consent of the employees concerned, the Chief Executive Officer of the Agency may engage such of the persons who were employed by either of the former statutory corporations as the Chief Executive Officer believes are necessary for the uninterrupted provision of the services (now provided by the Agency) which had been provided by them.(7)In engaging persons in terms of subsection (2) or (6) the Chief Executive Officer of the Agency shall have regard to—
(a)the optimum staffing levels of the Agency and its units; and(b)the qualifications, qualities, experience and competence of the persons to be engaged, as determined by reference to previous job appraisals of the persons concerned and other objectively verifiable criteria.(8)Until such time as conditions of service are drawn up the Agency, the terms and conditions of service of employees of the Zimbabwe Investment Authority constituted by Zimbabwe Investment Authority Act , shall apply to all employees of the Joint Venture Unit or of a former statutory body concerned who are engaged by the Agency, whether or not they were former employees of the Zimbabwe Investment Authority.