⚠️ CRITICAL DEADLINE: Company Re-Registration
All companies registered before February 2024 must re-register by this date or face automatic deregistration.
What is SI 108 of 2025?
Statutory Instrument 108 of 2025 mandates the mandatory re-registration of all companies and Private Business Corporations (PBCs) registered before February 2024. This is part of Zimbabwe's transition to a fully electronic Companies Registry system.
Automatic Deregistration
Failure to re-register by April 20, 2026 will result in automatic deregistration without notice. Your company will cease to exist legally, and your company name will become available for anyone to register.
Why is Re-Registration Required?
The Zimbabwean government is modernizing the Companies Registry through the Companies and Other Business Entities Act [Chapter 24:31]. The objectives include:
- Data cleansing - Removing inactive/"ghost" companies from the registry
- Electronic transition - Moving from paper-based to digital records
- Improved transparency - Creating a tamper-proof database of active entities
- Ease of doing business - Aligning with international standards
Who Must Re-Register?
- Private Limited Companies (Pvt Ltd) registered before Feb 2024
- Private Business Corporations (PBCs) registered before Feb 2024
- Public Limited Companies
- Companies Limited by Guarantee
- Non-Governmental Organizations (NGOs) registered as companies
- Dormant or inactive entities
Consequences of Non-Compliance
Severe Penalties After April 20, 2026
- Automatic deregistration - Company removed from the register without notice
- Loss of legal capacity - Cannot trade, enter contracts, or operate bank accounts
- Asset forfeiture - All remaining company assets vest in the State under the bona vacantia principle
- Personal liability - Directors/shareholders become personally liable for company debts
- Criminal liability - Continuing to trade after deregistration may result in prosecution
- Name availability - Your company name becomes available for new registration
Requirements for Re-Registration
Clear All Outstanding Annual Returns
This is a MANDATORY prerequisite. The Registrar will NOT process your re-registration until all outstanding annual returns are filed and penalties paid. This is the biggest bottleneck - start immediately!
Update Company Documents
Ensure all company documents are current and accurate: CR14 (shareholders), CR6 (directors), Memorandum and Articles of Association, Certificate of Incorporation.
Gather Director/Shareholder Information
Collect full names, national ID numbers, dates of birth, phone numbers, and email addresses for all directors and shareholders.
Prepare Board Resolution & Affidavit
Prepare minutes of the board meeting approving re-registration, a special resolution signed by all shareholders consenting to re-registration, and a signed affidavit confirming authority and accuracy of submitted data.
Submit Online Application
Complete the re-registration application on the CIPZ (Companies and Intellectual Property Office of Zimbabwe) online portal.
Pay Re-Registration Fee
Pay the prescribed re-registration fee. Fees vary by company type and size.
Await Verification & Certificate
The Registrar will verify your application. Upon approval, you'll receive a new registration certificate under the COBE Act.
Professional Assistance
Get Expert Help
The re-registration process involves multiple documents and strict compliance checks. Fees and costs vary by entity type and number of outstanding returns — contact CIPZ or a professional service provider for current pricing. Onilaz offers full end-to-end re-registration assistance.
Frequently Asked Questions
Q: Can I re-register if my company is dormant? A: Yes, but you must still clear all outstanding annual returns. If you don't intend to continue operations, consider formal deregistration instead.
Q: What if I miss the April 20, 2026 deadline? A: Your company will be automatically deregistered. Restoration requires a court order and is significantly more expensive and time-consuming.
Q: Do PBCs need to re-register? A: Yes! PBCs registered before February 2024 are explicitly included in SI 108/2025.
Q: Can I change my company name during re-registration? A: You must re-register under your existing name first. Name changes can be done after successful re-registration.
Professional Tip
Start the process NOW. Don't wait until March 2026 - the CIPZ system will likely experience heavy traffic, and any issues with your documentation will cause delays. The annual returns clearance alone can take weeks if you have multiple years outstanding.