The Company’s Act No. 24 of 1995 governs the registration of companies in Zambia. Registration is done at the Office of the Registrar of Companies. Any two or more persons can incorporate a company under the Company’s Act. The persons will be required to submit the following documents:
Application for name clearance, in order to avoid use of an existing or similar name
- Application for incorporate by subscribing the names of directors and secretaries of the company
- The company’s Articles of Association.
- Statutory declaration as to compliance with the Company’s Act
- Signed consent to act as director or secretary by each person named in the company’s application
- Declaration of guarantee, if a company is limited by guarantee.
The minimum share capital of a company is K 5,000,000. The law requires that half the directors of the company be resident in Zambia.All companies are required to submit annual returns with the Registrar of Companies within three months after the end of the financial year or one month after the Annual General Meeting if it is held within three months after the financial year.
The Company’s Act allows foreign companies to register with the Registrar of Companies within 28 days o f setting up or acquiring an established place of business. The documentation requirement may be obtained from the Office of the Registrar of Companies.
THE INVESTMENT CERTIFICATE
The Investment Act No. 39 of 1993 (amended in April 1996) provides for general investment incentives and investment guarantees.Applications for an Investment Certificate should be submitted to the Zambia Investment Centre, a statutory body mandated by government to promote and facilitate both local and foreign direct investment in all sectors of the economy.The major documents required to support an application for an Investment Certificate include the following documents:
- Copy of Certificate of Incorporation, issued by the Registrar of Companies
- Certificate of Share capital
- Official list of shareholders / directors
- Proof of finance (certificate of deposit at bank or latest bank statement); each shareholder will be required to contribute a minimum of U S ZMK 50,000 for a new project and U S ZMK 35,000 for an expansion project
- Detailed Business Plan
- Proof of having secured a place / land to operate from (Lease Agreements or Title Deed or Letter of Offer)
Applications for an Investment Certificate in some sectors of the Economy require proof that application for subsidiary permits from relevant institutions or ministries have been lodged.
SECTOR LICENCES / PERMITS
Immigration Headquarters are responsible for issuance of Self-Employment Permits to deserving foreign investors. An application for the permit should be supported by the following documents:
Two passport-sized photos
- Bank statement
- Valid copy of the company’s certificate of incorporation
- Copy of the Investment Certificate issued by the Zambia Investment Centre
Immigration Headquarters, upon submission of the following documents, may issue employment permits:
- Certified copy of the applicant’s highest education status and any other additional qualifications and certificate of employment from previous employers
- Letterhead from the prospective employer explaining steps taken to employ Zambian citizens to fill the vacancy
Zambia Wildlife Authority Permit
Investment projects that have to be located in a Game Management Area will require a permit issued by the Zambia Wildlife Authority (ZAWA). Applications for the permit should be supported by the following documents:
- Project proposal
- List of Shareholders
- Information on promoters’ business experience
- Recommendation letter from the District council
The District Council may issue a recommendation letter to ZAWA, upon submission of:
- Letter of intent
- Letter of Consent from the chief (Game Management Areas fall under traditional land which is under the jurisdiction of the local chief)
- Project proposal
- Building Drawings
Tourist Enterprise Authorisation License
The Ministry of Tourism is responsible for the issuance of the above Tourist Authorisation License. The license may be issued upon submission of the following documents:
- Five year business plan
- Cashflow statement or proof of capital requirement
- Building and or architectural plans
- Letter from promoters’ commercial bank
- Financial and personal information about the shareholders
- Curriculum vitae in respect of the shareholders
- Copy of the company’s certificate of incorporation
- Memorandum and Articles of Association (for limited companies)
- Title deed or lease agreement
- Most recent audited accounts (for existing businesses)
- Environmental Impact Assessment or Project Brief (for small companies)
- No objection letter from ZAWA (for project locating in Game Management Areas or National Parks)
- Investment Certificate issued by the Zambia Investment Centre
The Ministry of Tourism through the Hotels Board may issue a hotel license to the applicant upon submission of the following documents:
- Tourist Enterprise License
- Health permit and fire safety certificate from the local council
- Liquor license from the local council
The furniture and equipment must be in place and the premises must pass final inspection from the Hotels Board
The Ministry of Mines and Mineral Resources is responsible for the issuance of permits and licenses relating to investment in the mining sector. The licenses and permits issued include large scale mining, small scale mining, prospecting license, prospecting permit, retention license, gemstone license, gemstone sales certificate, artisan’s Mining rights and the reconnaissance permit.
Applications for the above permits and licenses must be supported by the following documents:
§ Topographical maps of the area
§ Certificate of incorporation and articles of association
§ Photocopies of passports of directors and shareholders
§ Bank statements and reference letters from applicants’ bank
§ Programme of operations and estimated costs
§ Statement of mineral deposit in the mining area
The Bank of Zambia, as the Central Bank and an agency for executing government’s monetary policy, is responsible for issuance of banking licenses.
The applicants for a banking license should meet the following requirements:
§ Minimum capital of K 2 billion, for banks and K 25-250 million or more for non-bank financial institutions
§ Complete questionnaire for principal managers and directors
§ Disclose any criminal record for all principal managers and directors
§ Provide details about principal managers’ experience in banking
The applicants will further be required to submit the following documents:
§ Biographical data form
§ Business plan with three year financial projections
§ Profit & Loss Account, Cashflow and Balance Sheet statements
§ Curriculum Vitae for all principal managers and shareholders
§ Copy of the company’s Certificate of Incorporation
§ Copy of the company’s Articles of Association
§ Approval by the home country supervisors (usually another Central Bank), if the applicants are foreign registered financial institution.
The Department of Civil Aviation, which falls under the Ministry of Transport and Communications, is responsible for issuance of the Aircraft License. The following document will be required to support an application for the license:
§ Copy of type of certificate
§ Certificate of technical data sheet
§ Copy of current certificate of airworthiness
§ Copy of the flight manual or equivalent
§ Complete set of manufacturer’s maintenance, overhaul and repair manual and an illustrated parts catalogue
§ Complete set of manufacturer’s service bulletin or equivalent documents relating to the airplane
§ Copy of the crew operations manual
§ Copy of the mass and balance manual
§ Flight test reports for the avionics systems and the aircraft
§ Electrical load analysis covering all services
§ Complete set of wiring diagrams covering all radio and electrical installations
§ Copy of the Master Minimum Equipment list
Road Service License
The Road Traffic Department may issue the road service license upon submission of the motor-book, the company certificate of incorporation, the motor vehicle examiner’s report and bank statement.
The Energy Regulations Board is responsible for issuance of licenses in the energy sector. Applications for energy licenses should be supported by the following documents:
Five year business plan
- Current and latest audited financial statements
- Details of any expected subsequent substantial capital outflows including major decommissioning costs
- Estimates of net annual cashflows
Investors in the health sector are required to obtain a certificate from the Medical Council of Zambia (MCZ). Applications for the certificate should be supported by the following documents:
- Certificate of incorporation
- List of Directors
- Qualifications of paramedical and logistical staff who should be registered and having practicing license with MCZ.
The MCZ would inspect the premises, equipment and protective wear prior to issuance of the certificate.
Potential investors in the education sector are required to obtain a certificate from the Ministry of Education. The supporting documents for the certificate include the certificate of incorporation and qualifications of the teaching staff. The Ministry of education officials would inspect the building premises and the teaching facilities prior to issuance of the certificate.
Radio or Telecommunications License
The Communications Authority, which falls under the Ministry of Transport and Communications, is responsible for issuance of the above licenses.
Applications for the licenses should be supported by the following documents:
- Certificate of Incorporation
- Business Plan
- Detailed description of the nature of the service, if not indicated in the business plan
- Audited Accounts
- Return on allotment shares
- Bank reference letter
OTHER SECTOR PERMITS AND LICENSES
The Project Brief and Environmental Impact Statement
Most projects in all sectors other than the service sector require authorisation from the Environmental Council of Zambia (ECZ). A Decision Letter will be issued by the ECZ when they are satisfied that a particular project will have no negative environmental impact.
Lands Department is responsible for issuance of Title Deeds upon submission of either an Investment Certificate issued by the Zambia Investment Centre or the following documents:
- Certificate of Incorporation
- Land sketch
- Letter of consent from the chief
- Recommendation letter from the local council
Whole Sale, Manufacturer’s and Agents’ License Upon submission of the Certificate of Incorporation, the local council would issue the above licenses.
Forest Concession License
The following documents are required to support an application for the above license:
- Letter of consent from the local chief
- Letter of consent from the local council
- Letter of recommendation from the respective Principal Extension Officer
- Company’s Certificate of Incorporation
- Map of the area of operation
- Plan of operation
- Bank statement to prove that the applicants have more than K 10 million
The applicants must be able to pay for a minimum of 200 to 600 trees and prove possession of adequate machines and equipment.
The applicable fees relating to the various permits and licenses may be obtained from either the Zambia Investment Centre or the respective issuing ministries or institutions.
|No.||Procedure||Time to Complete||Associated Costs|
|1||Check name for uniqueness at PACRAThe name clearance is done at Patent And Companies Registration Office (PARCO)||2 days||ZMK 10,000|
|2||Open a bank account .||1 day||no charge|
|3||Register the company at PACRAThe registrar is located at the PACRO. PACRO is a stand alone office with a customer service center designed in a process chain platform, where applicant goes through various steps (check name, fill out form 2,5,55, and pay fees…). at the end of the process, the applicant obtains a certificate of incorporation and a certificate of commencement of business. All fees (shown below) are payable to PACRO.
• Registration Fee: 2.5% of nominal company capital
|3 days||see comments|
|4||Register with the local Zambia Revenue Authority (ZRA) office, direct tax division to obtain a corporate tax numberThe corporate tax number can be obtained from Zambia Revenue Authority (ZRA).||1 day||no charge|
|5||File VAT registration form with ZRA to obtain a VAT tax numberTo obtain a VAT tax number at the Zambia Revenue Authority (ZRA), promoters must file the certificate of incorporation. Firms that earn less than 200 million ZMK can register for VAT on a voluntary basis.||10 days||no charge|
|6||Register with National Pension Scheme Authority for Social Security||1 day||no charge|
HOW TO INCORPORATE A COMPANY IN ZAMBIA
First step in the process of incorporating or registering a Company
The first step towards incorporating or registering a company is to complete a Name Clearance Form requesting for a particular proposed name to be cleared. This service carries a fee of K10,000 KR10. For more details on how a name is cleared, see guidelines on name clearance.
Types of Companies obtainable in Zambia
There are broadly two (2) types of companies that can be incorporated in Zambia, namely:
1. Private Limited Companies; and,
2. Public Limited Companies (PLC).
The following are the types of Private Limited Companies that can be incorporated:
1. Company limited by Shares;
2. Company limited by Guarantee; and
3. Unlimited Company.
Private Company Limited by Shares
A Private Companies Limited by shares has a share capital and is formed or incorporated for purposes of carrying on business to derive a profit. Currently, the minimum required authorised capital for a private company other than banks, insurance and other financial institution, is K5,000,000 KR5,000.
A Private Limited Company may not have more than fifty (50) shareholders. It nevertheless may have the capacity to enter into any type of legal activities as long as its articles do not restrict it. This type of company is however prohibited from making any invitation to the public to purchase its shares or debentures. In the event that it winds up and its assets are insufficient to cover its liabilities, the liability of its shareholders is limited to the amount left unpaid on their shares.
An application for incorporation of Private Company Limited by shares consist of a set of the following; Companies Form 2, Form 5 and Form 11. These Forms should be typewritten and may be accompanied by Articles of Association. To view the Standard Articles of Association click hereStandard Articles of Association.
The registration fees for a Private Limited Company with minimum capital of K5,000,000 KR5,000 is K265,000 KR 265 inclusive of K20,000 KR20 for the application form.
Company Limited by Guarantee
A Company Limited by Guarantee does not have a share capital and is not permitted to carry on business for the purpose of making a profit for its members or for anyone concerned in its promotion or management. This type of Company is normally formed in order to help the community benefit from a certain project. Mostly, these are organisations such as churches, foundations, trusts etc.
At the time of formation, each member must sign a declaration of guarantee, specifying the amount that he undertakes to contribute if the company is wound up. And in case it winds up and the assets are insufficient to cover its liabilities, the liability of its members is limited to the amount so guaranteed.
The application for incorporating a Company Limited by Guarantee is made on; Companies Form 3, Form 5 and Form 11. As in the case with Companies Limited by Shares, these Forms should be typewritten and may be accompanied by Articles of Association specifically for this type of Company.
The registration fees for a Private Limited Company by Guarantee is K250,000 KR250 inclusive of K20,000 KR20 for the application form.
An Unlimited Company is one that has a share capital but whose members have unlimited liability for the company’s debts and other liabilities. In other words, whatever is incurred by the company is also deemed to have been incurred by the members.
In terms of membership, it may not have more than fifty (50) shareholders, although there are exceptions to this. In order to incorporate an Unlimited Company, Companies Form 4, Form 5, andForm 11 are used.
The registration fees for an Unlimited Company with a minimum capital of K5,000,000 KR5,000 is K265,000 KR265 inclusive of K20,000 KR20 for the application form.
Public Limited Company
A Public Limited Company states in its articles of association that it is a” Public Limited Company”. Its name always ends with the words “Public Limited Company” mostly abbreviated as “PLC”. It has a share capital and its authorised minimum capital is K50,000,000.00 KR50,000.00. It has the capacity of entering into any business activity unless restricted by its articles.
In order to incorporate a Public Limited Company, Companies Form 1, Form 5, and Form 11 are used.
The registration fees for a public limited company with a minimum nominal capital of K50,000,000 KR50,000 minimum is K1,330,000 KR1,330 inclusive of K20,000 KR20 for the application form.
What documents must accompany the application for incorporation?
As stated above, an application for incorporation must be lodged together with:
1. Proposed Articles of Association of the Company, if any;
2. A signed consent from each person named in the application as a Director or Secretary of the Company (Form 5);
3.A declaration of guarantee by each subscriber if the Company is to be limited by guarantee (Form 3); and,
4.A statutory declaration (Companies Form 11) that the requirements of the Companies Act have been complied with, signed by:
a) a legal practitioner holding a practicing certificate who was engaged in the formation of the Company; or
b) a person named in the application for incorporation as a first Director or Secretary of the Company.
Who is eligible to incorporate a Company in Zambia?
Any two (2) or more persons associated for any legal purpose may form an incorporated company by subscribing their names to an application for incorporation and lodging it with the Registrar.
Who is NOT eligible to subscribe to an application for incorporation?
1. Any person under eighteen years of age;
2. An undischarged bankrupt under Zambian Laws;
3. Subject to an order by the court, an undischarged bankrupt under laws of another country;
4. Anyone who is of unsound mind and has been declared so by the court or a court of competent jurisdiction of another country.
What are Articles of Association?
These are Regulations that regulate the relationship between the company and members thereto.
What is the procedure for incorporating (registering) a Company?
To register a company, the promoters who have expressed their desire to be formed into a company with a specific name and objects and have prepared documents (in this case the application for incorporation and other relevant documents) should lodge these documents with the Registrar of Companies. If these documents are in order, they will then be registered upon payment of the relevant fees and the Registrar will issue Certificates of Incorporation and Share Capital which are conclusive evidence that the Company has been incorporated or registered.
What is the Minimum Authorized Share Capital for the various types of Companies?
|1.||Private Company -Minimum Nominal Capital||K5,000,000||KR5,000|
|2.||Public Company – Minimum Capital||K50,000,000||KR50,000|
|3.||Bureau de Change – Minimum Capital||K250,000,000||KR250,000|
|4.||Financial Institution or Insurance Company||K500,000,000||KR500,000|
|5.||Bank – Nominal Capital||K1,000,000,000||KR1,000,000|