Business in Zimbabwe

A private limited company, commonly called a Pvt Ltd, is a separate registered entity with a limited-liability structure under the Companies and Other Business Entities Act. A private business corporation, or PBC, is also a separate registered business entity formed through an incorporation statement and by-laws. Individual traders, partnerships and cooperative businesses may operate without becoming a Pvt Ltd, but they remain subject to Zimbabwe Revenue Authority requirements. Syndicates, consortia and joint ventures can also be registered where their structure requires it. For a domestic Pvt Ltd, the usual formalisation sequence begins with reserving a name through the Companies and Intellectual Property Department, known as CIPZ. The company then files its incorporation documents and receives a Certificate of Incorporation, registers with the Zimbabwe Revenue Authority (ZIMRA) for a tax identification number (TIN) and Tax Clearance Certificate, opens a local bank account and obtains any municipal business, shop or trading licence that applies. A company that employs staff must also register with the National Social Security Authority (NSSA). The company needs a registered office, statutory records and at least one director ordinarily resident in Zimbabwe. It must identify each beneficial owner, meaning a natural person who holds more than 20% of shares or voting rights, can appoint a director or otherwise exercises significant control. An annual return is generally due within 21 days after the incorporation anniversary. The statutory fee baseline in S.I. 95/2023 lists USD 5 for a name search, USD 40 for a private company, USD 20 for a PBC and USD 20 for a partnership, syndicate, consortium, joint venture or unregistered association. The 2026 fee schedule has not been independently verified, so CIPZ's current tariff should be checked before payment. ZIMRA states that registration and Tax Clearance processing have no fee in its published FAQ. Identification documents, passports where relevant, constitutive documents, a registered address, director, shareholder and beneficial-owner details and bank information are commonly requested. Local authorities can require additional premises, health, fire or development documents. A foreign company branch needs approval to carry out business, registration as a foreign company, a ZIMRA TIN and Tax Clearance Certificate and a local bank account. A General Investment Licence from the Zimbabwe Investment and Development Agency (ZIDA) is particularly relevant to foreign investment, work and residence permits, incentives, profit repatriation and priority facilitation. ZIDA's published webpage lists USD 577.50 for an application, USD 4,620 for an approval licence and USD 3,000 for renewal, while S.I. 227/2023 lists USD 500 and USD 4,500 for the first two charges. This conflict and the applicable date should be confirmed with ZIDA before filing. ZIDA's OSISC can coordinate investor services, but it does not replace CIPZ, ZIMRA, local-authority or sector approvals. A municipal licence depends on the locality, premises, activity, goods and risk. Examples include a shop or business licence, health report and development permit in Harare; trading, public-building and health certificates in Bulawayo; a shop licence and health report in Gweru; and shop, fire and health approvals in Mutare. Victoria Falls, Masvingo, Beitbridge, Norton and Mazowe Rural District Council may require their own permits. Activities involving environmental impact assessment, effluent, air emissions, waste or hazardous substances may need environmental approval. Liquor sales, tourism, mining, energy and petroleum activities regulated by ZERA, and import or export activity can require additional sector permissions. Every person carrying on trade or business generally registers with ZIMRA through the TaRMS self-service process and obtains a TIN. ZIMRA's published guidance generally expects registration within 30 days after business starts. A business calculates income tax through self-assessment and commonly pays provisional tax in four instalments: 10% by 25 March, 25% by 25 June, 30% by 25 September and 35% by 20 December. The annual self-assessment return is generally due by 30 April after the tax year. A valid ITF 263 Tax Clearance Certificate is needed for compliant contracting; where a contract of at least USD 1,000 or its ZiG equivalent lacks a valid certificate, 30% withholding can apply. VAT registration applies when taxable turnover exceeds, or is likely to exceed, USD 25,000 or its ZiG equivalent. VAT returns and payment are normally due by the 25th day of the month following the tax period. Businesses may also need fiscalisation and electronic transaction records. A customs TIN and either a ZIMRA-approved clearing agent or own-clearance registration are needed for importing or exporting. Business, tax and customs records should generally be retained for at least six years. Informal traders include hawkers and street vendors, people's or flea-market sellers, tuck-shop operators and intermediaries. They can register through ZIMRA's kiosk or self-service process and may fall under presumptive tax rules for listed activities such as informal trading, hairdressing, restaurants and bottle stores, transport, small-scale mining and cottage industry. A formal Tax Clearance process may replace presumptive-tax exposure where the statutory conditions are met. Informal status does not remove tax or local-authority duties, and a municipal permit remains separate from ZIMRA registration. An employer normally registers with NSSA within 30 days of becoming an employer, including through the online New Company Registration process, and obtains the relevant employer and social-security reference numbers. New employees are registered when salary or wages are paid. Under the current NSSA information, POBS contributions are 4.5% for the employer and 4.5% for the employee, subject to a current insurable earnings ceiling of USD 700. APWCS is employer-funded and uses an industry-risk rate without a general ceiling. Employers submit the required P4 or P4A returns monthly. Current NSSA pages exclude domestic and informal-sector employers from POBS and APWCS coverage, so the applicable category should be checked before registration. PAYE employer-tax registration is generally due within 14 days of becoming an employer, with payment by the 10th after each month-end and an ITF 16 return within 30 days after year-end. A business seeking public-sector contracts normally needs registration with the Procurement Regulatory Authority of Zimbabwe (PRAZ). The application can require constitutive documents, the Certificate of Incorporation, director details, head-office and local physical addresses and Zimbabwean or foreign shareholding information. Category approval normally runs until 31 December and must be renewed yearly. Only registered bidders can generally participate in public-entity contracts, including through the electronic government procurement portal. The Small and Medium Enterprises Development Corporation (SMEDCO) offers support that can include working-capital finance, capital-expenditure finance, order finance, workspace and training through branches in Harare, Bulawayo, Mutare, Gweru, Masvingo, Bindura and Lupane. Changes in ownership, shareholding, company name, address or financing can require updates with CIPZ, ZIMRA, NSSA, ZIDA where a licence exists, and the municipal or sector authority that issued a linked permit. A ZIDA licence amendment or renewal can require current Tax Clearance and NSSA clearances, a local factory licence where applicable, sector permits or environmental approval, a progress report, proof of investment, bank statements, an employee list and financial statements. Buying business assets does not automatically transfer licences or permits; the issuing authority should confirm whether a new application is required. When a business stops trading, it should notify ZIMRA, submit outstanding returns, pay tax liabilities and deregister fiscal machines where it used them. VAT cancellation is linked to cessation and notice to ZIMRA. A company strike-off normally involves a Registrar's notice, 14 days to show cause, a Gazette notice and a period of about one month before removal. A voluntary statement may be possible where the company has ceased business and has no assets or liabilities. Strike-off dissolves the entity, but liabilities of officers, members and liquidators can continue, and undistributed property may vest in the State as bona vacantia. Restoration can be available to a creditor or member in prescribed cases. Solvent or insolvent voluntary liquidation begins with a resolution; compulsory liquidation can follow a High Court application by a creditor, employee, union, shareholder or another affected party. The Master of the High Court supervises the liquidator, who realises assets and distributes them according to legal priority. Tax, employee, social-security, creditor, permit and record obligations do not disappear merely because the business becomes inactive.