When registering a business in Zimbabwe the first step is to figure out what type of business you would want to incorporate under. You have to decide between a Private Limited Company (Pvt Ltd) or a Private Business Corporation. It is important to understand the differences between a PBC (Private Business Corporation) and a Private Limited Company (Pvt Ltd) and the table below provides some information in this regard.
Please note that we strongly advice you seek professional assistance before making your decision. Our business consultants look forward to assisting you in this regard. Simply contact us using the link below.
|Private Business Corporation||Private Limited Company|
|Mainly meant for small to medium businesses||Mainly meant for medium to large businesses|
|Can accommodate sole traders||Only accommodates 2 or more people|
|Has a legal persona of its own apart from its owners||Has a legal persona of its own apart from its owners|
|Has perpetual succession||Has perpetual succession|
|Can have a maximum of 20 directors||Can have a maximum of 50 directors|
|Members are the same as shareholders or owners||Shareholders are owners and can be different from the directors|
|Companies cannot be shareholders or hold a member’s interest in a PBC, only individuals can be members||Both companies and individuals can be shareholders in a PLC|
|Comprised of members||Comprised of directors and shareholders|
|Has an incorporation statement and bylaws||Has a certificate, memorandum, articles, CR6 and CR14|
|Articles of association are not required||Registered articles of association|
|Does not require annual return to be lodged||Annual returns are compulsory|
|Has member’s contributions||Has share capital|
|Has an accounting officer||Has an auditor|
|Annual general meeting not required||Annual general meeting is required|
|Members hold member’s interest||Shareholders hold shares|
|Can purchase a member’s interest||Can acquire its own shares under certain circumstances|
|Members are responsible for the day to day management of the PBC||Directors are responsible for the day to day management of the company|
|No register of members is required||Register of members is required|
|Offers limited liability to its owners||Offers limited liability to its owners|
|No financial statements needed||Audited financial statements|
|No prohibition on a PBC to provide financial assistance for the acquisition of a member’s interest||Prohibition on a company to provide financial assistance for the acquisition of its own shares|
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Can I register a PBC and only start trading 2 years after registration.What is the expiration period for the company if its dormant
A PBC does not have an expiration Farayi. You also can start trading whenever you are ready even after 2 years
Hi Angel and walt. I want to register my movie and music production company. which one should i use a PBC or PLC
Either will do Chokuda. The differences above should help you make a final decision as to which one is best for your specific scenario
Is this the same case with plc given that to you register now then start operating 1 year later
It’s the same case Tafadzwa. You will need to submit the annual returns every year on the same date the company was registered though
can i change a pbc to a plc in the near future
Yes you can
Given that i register my PBC now and will start trading after a year. what taxes will i attract in the mean time?
Hi Terence. You do not attract any taxes as long as you are not trading. You are only required to start remitting taxes once your business commences trade.
Is this the same for a PLC
Yes it is.
Can I, at some point in the future, convert my company from one form of organisation to the other? Example, from PBC to PLC and vice versa.
Hi Darlington. That is very much possible
Hey! I’m looking forwad to start a barbershop,which one would you recommend?
PBC should work well for a barbershop Dave
My company is a civil construction company, because of financial problems I am not in a position to register for a PLC so if I register a PBC would it be advisable.
Hi Fortune. That will be ok. A PBC can do pretty much anything a PLC can do
With a PBC can one tender for and register with the State Procurement Board
Hi Nelson. Yes, it definitely can. A PBC is a corporate
1. What are the chances of a PBC accessing funds from financial institutions?
2. I have seen companies that register their suppliers and require copies of tax clearance certificates, CR14 etc to in order register as a supplier with them. Won’t the PBC be disadvantaged in getting into these markets since no such exist for a PBC?
1. The chances are quite high from our experience. Two financial institutions come to mind: the CBZ youth empowerment program and the CABS kurera program.
2. A PBC can get a tax clearance the same way as PLC can. CR14 is the name of the document that specifies the directors of the company, in a PBC it is combined together with the certificate of incorporation but still works the same way.
So the PBC is not in any way disadvantaged.
Thank you. That is the question I had.
Thank you . had the same question.
I like the way you respond to question, you are so patient and you answer kindly… Keep up the good work
I got all the answers I needed without asking any question.
Thank you, very informative.
do you obtain share certificates for directors with a PBC?
Hi Heath. Do you mean to ask if the directors of a PBC can get share certificates? If thats what you mean then yes, they definitely can.
How long does it take to register a pbc??
It takes 12 working days Albert
I am looking to open a restaurant. PBC or PLC is advisable?
Hi Fungai. For a restaurant you can register as either a PBC or a PLC. It’s really a matter of choice on your part
Hi Team. Im looking to start my small security company but I dont know to choose between PBC OR PLC. And wich is the most suitable for such a business. And also I want to know the Government limitations for such a company.
Hi Wellington. Both are suitable for a security company. It’s really a matter of choice on your part based on the features of the two types of companies.
Hie, thanks for this infor…
Question, in terms of taxation, can a PBC be taxed, since no returns are required to be lodged at ZIMRA, if yes, at what rate is the tax, and at which intervals is it paid, monthly, semi annually or annually.?
Hi Brian. A PBC pays tax the same way a PLC does. It also submits tax returns. Its the annual returns at the Registrar of companies that a PBC does not submit. For the current tax rates and dates kindly refer to http://www.zimra.co.zw
Am a graphic designer so i freelance at times, but want in on getting my papers sorted. So would be like a sole trader so is PBC of good?
Definitely Clarence. A PBC can accommodate sole traders.
Hello is it advisable for an Events and Venue Hire business to register as a PBC
Hi Mazvita. Yes it is
Hello is PBC suitable as mining company? And can foreigners be shareholders
Hi Anil. Yes, a PBC can be registered as a mining company. Foreigners can also be shareholders
can i please have examples of PBCs in zimbabwe ??
Hi Jay, there are a lot out there. More than 1,300 are registered every year. A few examples i can think of are Smoke & Grill, Photofilm, Gold Class Enterprises, McFrazer Brothers
Does a pbc offer limitted liability to its owners in the same way a plc does?
Hi Panganai. Yes, a PBC offers limited liability just like a PLC.
i want to venture into construction but i heard that a pbc
can`t compete for large tenders.Any clarification on that.
I don’t think that is true. A PBC can most certainly compete in tenders
i also want clarification if its wise to register as pbc since many clients prefer to deal with a company.If so why do people prefer companies than pbc
Ji Jacky. The decision of which type of company to register is purely yours. Based on the features and differences between a PBC and a PLC you should be able to determine which company type suits you best. I know of PBCs that are quite successful and have never had problems being a PBC. On the other hand i also know of others that have struggled as a PBC. Whenever in doubt about whether to go PBC or PLC, go the PLC route as it is the most popular form of registration.
Very informative angel and walt keep it up
I am a young man doing poultry,I want to compete for tenders in some local universities. So what is the best option between an Pbc and Plc.? i mean in terms of tax clearance and CR14
Both the PBC and the PLC will basically do the same. Although the PLC may provide a bit of an advantage compared to the PBC since it is well known. In terms of tax clearance both can obtain one. On CR14, only the PLC has a CR14
For a nursery school do i register a pbc or plc where does the ministry come in ?
You register as either of the two, both work. You register with the ministry after registering the company
I just want to thank you Angel&Walt for such informative answers.
Its really helpful.I have learnt a lot just by reading your answers to the several different questions.
You are welcome Carlos, we are glad to be of assistance
Hie Angel & Walt. My name is Kira and I would like to thank you for the very professional and quick response to all the questions that have been brought before you. I had a lot of questions myself but they have been addressed.
My other question is what is needed to register a PBC company and do you help in registering as well?
Hi Kira. You are most welcome.
You can find the requirements on https://www.companyregistrations.co.zw/#requirements
true, thank you
For plc can i start small but possession of 100% shareholding which i will later sell some to others
Definitely Richard, that is possible
hie angel & walt .i want to start a fuel service station is it possible to register it as a pbc and will it not disadvantage my organisation in the long run because it is a partnership comprising of several members
We are not aware of any disadvantages of registering as a PBC except those we have already noted in the article above. You may also want to read these two articles: https://www.companyregistrations.co.zw/advantages-features-pbc and https://www.companyregistrations.co.zw/advantages-features-plc
hie angel & walt
how much capital do you need to register a pbc is there a minimum amount.
There is no capital requirement set by the law. You simply specify how much capital you want to reflect on your papers
On the part of ZIMRA registration, Bank opening letter & ZIMRA tax clearance registering what does “A budget of $100 – 200” mean?
The range is determined by what you want. If you want ZIMRA registration & letter for opening a bank account it will cost $100 and if you add tax clearance to that it will cost $200
Hi,can i operate an investment company but registered as a pbc.I have noted from the notes above that a plc can not buy shares in a pbc so i just want to check whether it will also be possible to buy shares of a plc if you are a pbc investment company.I also need to know whether it is possible to open the pbc as a holding company with diverse business interests
It is possible to open a PBC as an investment company and be able to buy shares in a PLC. A PBC can also be a holding company. A holding company is a company with subsidiary companies under it, so at least 1 subsidiary needs to be registered if you want the PBC to have the name ‘Holdings’ at the end
Hi Angel & Walt,
Need some clarification here, how is it possible for a PBC to be a holding Company when a company cannot own shares in a PBC. Also can a PBC buy shares in another company or another PBC?
Hi Lazarus. When a PBC is a holding company it means that the PBC owns shares in a PLC. A PBC can buy shares in a PLC but not in a PBC.
Very informative.Thank you
thanks Angel i have learnt a lot from other peoples questions.
You are welcome Maud
I need to thank you for the information. It helped me to answer a lot of questions.
all my questions were answered as i read other peoples” comments and your replies
Hi Angel & Walt
Is a PBC in the Zimbabwean context the same as an “Incorporated” company in the US context, e.g Apple Incorporated?
Hi Farayi, very sorry but we are not familiar with US company law to give an accurate answer.
Hie, I am into Lp Gas business. I want to register my company to get some licensing. In PBC, are cr14 or cr6 needed, I do vending but need to regularise no idea which way is better
Hi Albert, a PBC does not include CR6 or CR14 as part of its legal paperwork
Hi, which one is the best for a driving school, Pbc or Plc?
Hi Pari, both are ok
Thank you for this informative section. I am thinking of starting a media consultancy, which one between PLC and PBC should i go for, can i later change from one to the other? How much do i need to be able to register either of the two and hows the process and procedure like?
Both the PBC or the PLC will do and you can change from one to the other. You can view prices by going to https://www.companyregistrations.co.zw/order. The procedure is as listed on https://www.companyregistrations.co.zw
Great work guys
Thank you Angel & Walt for the good job. I have a friend of mine who registered PLC sometime last year but he had not started to do any business yet. He engaged me to make partnership and we are about to start the business together on a 50:50 arrangement . So what am i supposed to do then in terms of agreements since the PLC was registered in his name?
You are welcome. I think you may need to consult a lawyer on this one. Usually people draft partnership agreements or amend company documents to match the partnership.
I want to register for property management company “PBC or PLC” plus what are the requirements
Both PBC or PLC will do. Kindly visit https://www.companyregistrations.co.zw for requirements
i want to establish a construction company, constructing modern diptanks. which model can i use PBC or Plc.after that hw can access financial assistance and tenders since the machinery i want use are
available in S.A. may clarify to me bcoz i want to register.
Both PBC or PLC will do. You just choose whichever you prefer. Unfortunately financial assistance or tenders are not an area of our specialization.
i am planning on opening an Online store. Am i required to register my company and which type is recommended for international online traders. Am i required to pay Tax to Zimra?
Hi Lincoln. Registering a business is not a legal requirement in Zimbabwe but you will find that doing so has quite a number of advantages as listed on https://www.companyregistrations.co.zw/why-should-i-register-a-company. A private limited company is a good option if your budget permits but you can also choose the PBC if you are on a tight budget. Taxes are a legal requirement for both individuals and businesses in Zimbabwe
Hie, can l open a PBC,running different trades, for example my corporate can do horticulture and computers at the same time.
You definitely can
Hi can i convert a PVT LTD to a PBC?
Hi Gibbs, yes you can
Hello, may i inquire all the steps required to convert from a P.B.C to a PVT/LTD?
You give us your original PBC papers and we will do the conversion for you
Hie. Can a PBC get a franchise deal from an international company?
Yes it can Nhlanhla
Hi I would like to find out if a company recently registered can change the company name. And would there be any costs involved and to what value. What are procedures that one would need to go through.
Yes it can although we don’t offer such a service ourselves. If the company is new then i suggest just registering a new company with the name that you want since it’s faster and a lot cheaper than doing a company name change.
There is what is called corporate tax, is it the same for private limited and PBC
Hi Elina. All forms of tax (including corporate tax) are the same for both the PBC and the PLC.
I am a South African wishing to register a supply and distribution company in Zimbabwe. I am convinced a PBC would be the perfect platform..my question however is as follows…What are the processes and legal implications for a foreign national to start a business in Zimbabwe? Would I be obligated to have a local business partner and what percentage is to be held by the two parties for this new venture?
Hi Shamil, in order to register a company in Zimbabwe you need at least 1 Zimbabwean as part of your directors (the percentages are up to you although certain industries may have regulated shareholding structures).
To register you simply need to visit and follow the 2 steps highlighted on https://www.companyregistrations.co.zw. You can send a message using the contact form for further inquiries.
Hi, can you end your name with “…Corporation or …Incorporated” under PBC registration. for example my company is Andrew then it end as ANDREW INCORPORATED OR ANDREW CORPORATION
That will be ok for both options
hie is it possible to register a pbc ending with holdings, eg Thabani Holdings
That’s possible Thabani
am planning on doing cross border trading & supplying companies & individuals. do i need to apply for a pbc as well
For your type of business a PBC might be best
I have resigned as a partner of a PBC, which started operating in Jan 2017 , am l liable to the debts of the company
If you have resigned as a director you will need to have a resignation letter and also to amend the PBC documents so that you are removed from the papers. If that is not the case then you will be liable for the debts of the PBC since legally you are still a director.
I went into partnership with 4 others and registered it as a PBC, now I resigned and my partners are saying l am liable to debts of the company, which they miscalculated without financial advice. Am I liable to the debts, there wasn’t a company constitution as yet
I think your specific case now needs you to seek the service of a legal practitioner
Hi Angel & Walt
Can I register my company as a PBC and operate different businesses under the same company name?
That is possible Aramu
Suppose the different businesses have different trading names can one of the names be registered as a PBC or PLC later on?