Government has gazetted the Companies and Other Entities Bill (H.B 8. 2018) that seeks to modernise the registration and management of companies and improve corporate governance.
The Bill will replace the outdated Companies Act promulgated in 1951. It is the first Bill to be gazetted following the legislative agenda outlined by President Mnangagwa when he presented his State of the Nation Address and officially opened the First Session of the Ninth Parliament last month.
A memorandum says the Bill seeks to “replace and update the law relating to companies and private business corporations. The present Companies Act was passed in 1951 and needs updating.”
Features covered under the Bill include: “(a) Provision for the issuance of non–par–value shares rather than shares with a fixed value, together with provisions for the valuation of no-par-value share, (b) the introduction of an electronic registry for the incorporation and registration of domestic and foreign companies and private business corporations (c) to update and modernise the Companies Registry by re-registering all existing companies and PBCs and removing all defunct companies and PBCs within 12 months of the date of commencement of the Act resulting from this Bill (d) the substitution of criminal penalties by civil penalties wherever possible (e) to establish an inspectorate to better enforce the provisions of this Bill.”