Who is eligible to register a Company in Zambia?
Any two 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.

What other documents must accompany the application for incorporation?
An application for incorporation (Companies Form 2) must be lodged with:-

To facilitate immediate commencement of business upon incorporation, companies are also required to file a declaration of compliance with minimum capital (Form 55 and Form 12 for private and public limited companies, respectively).

Who is NOT eligible to subscribe to an application for incorporation?

What are Articles of Association?
These are regulations that regulate the relationship between the company and its members.

What is the procedure for 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, the company will be registered (incorporated)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 as aforesaid.  

What is the Minimum Authorized Share Capital for various Companies?

Is there a provision for a registered Company to change its name?
Yes, a company may pass a special resolution to change its name but such name change does not affect any rights or obligations of the company nor render defective any legal proceedings that could have been commenced or continued against it under the former name.

How many types of companies are obtainable in Zambia?
Two types of Companies are obtainable under the Companies Act, namely:

Under private company, the following are available:

What is a Private Limited Company?
A Private Limited Company is one with share capital. It may not have more than 50 shareholders and it is prohibited from making invitations to the public to purchase its shares or debentures. If it is wound up and its assets are insufficient to cover its liabilities, the liability of its members/shareholders is limited to the amount left unpaid on their shares (section 122,265 and 266). This is the most common type of Company obtainable in Zambia.

What is a Company Limited by guarantee?
This is a  company in which the liability of subscribers is limited to the amount guaranteed. A company limited by guarantee does not have a share capital and must not carry on business for the purpose of making a profit for its members or anyone involved in its promotion or management. It may not have more than 50 members. It is also prohibited from making invitation to the public to purchase its debentures. Under this Company, each member must sign a declaration of guarantee specifying the amount he undertakes to contribute in the event that it is wound up. This type of Company is widely used by charitable and quasi-charitable organizations such as school, churches, foundations, etc.

What is an Unlimited Company?
An Unlimited Company is also a private company and has the same attributes as those of a private liability company. The only difference between the two is that in the case of an unlimited company, if it is wound up and its assets are insufficient to cover its liabilities, the liability of its shareholders is unlimited.

What should be the membership of a Private Company?
A private company should have a minimum of two (2) and a maximum 50 members.

What is a Public Company?
A Public Company is one with share capital and has capacity to enter into any business unless restricted by its Articles. Its name always ends with the words Plc (an abbreviation for Public Limited Company). Unlike a private company, it can float its shares to the public. Further, this type of Company places no restrictions on the right to transfer Shares provided there is no unpaid liability and in the case of wound up, the liability of shareholders is limited to the amount left unpaid on their shares (Sections 265 & 266). The minimum membership of a Public Company is seven.

What is the minimum number of members in a Public Company?
A Public Company should have a minimum of seven (7) members. There is no prescribed maximum, however.

Are there any post incorporation requirements that a company needs to comply with after it has been registered?
Yes, a company is required to lodge annual returns as well as notify the Registrar of alterations in capital, Change in Directors, transfer of shares, allotment of unissued shares, just to mention but a few. For more, check under post incorporation requirements for companies.

What is an Annual Return?
This is a statutory form that every company must file with the Registrar within three months after the end of its financial year. The Annual Return should state the position of the company as at the date at which the return was made or, if there was an annual general meeting, as at the date of such general meeting.

What information must an Annual Return contain?
An Annual Return must state the full address of the company’s registered office, particulars of directors and secretary and its main activities. If the company has a share capital, it must provide particulars of share capital and shareholders.

What is the consequence of failure to file an annual return?
If a company fails to file annual returns, the company and each officer in default commit an office. Consequently, the company may be struck off from the register and its officers prosecuted.

When should Annual Returns be filed?
Annual Returns must be filed within three months after the end of the Company’s financial year or within one month after the annual general meeting (AGM), if such meeting is held three months after the end of the financial year.

What other document is lodged with the annual return of a private company?
Annual Returns filed by a private company should be accompanied with a Certificate of Compliance (Form 53) which should show that the company has not, since its last annual return or date of incorporation, issued any invitation to the public to subscribe for any of its shares or debentures.

What other document is lodged with the annual return of a public limited company?
Annual Returns filed by a public company should be accompanied by a balance sheet, profit and loss account, group accounts, director’s reports and auditor’s report certified by directors and the secretqary of the company.

Is there any requirement for a company to hold an annual general meeting?
Yes, every company should hold an annual general meeting (AGM) within three months after the end of its financial.

Is there any provision for a Company to maintain Accounts?
Yes, Part VIII of the Companies Act Cap 388 placesan obligation on a company to maintain accounting records explaining the transactions and financial position of the company. Annual Accounts should be prepared every year and must include a full account of the company’s position. The Act also imposes an obligation on a company to appoint an auditor within three months from the date of incorporation (applies to public limited companies).