What is the minimum and maximum number of local directors required in a Foreign Company?
A foreign company must at all times have at least one(1) and no more than nine(9) local directors empowered and authorized to conduct and manage all the affairs, properties, business and other operations of the company in Zambia. At least one local director must be resident in Zambia, and if the company has more than two local directors, more than half of them shall be residents of Zambia.
Who is not eligible to be a local director in a Foreign Company?
A person shall not be appointed as or continue to hold office as a local director of a foreign company if that person is:-
| 1. | A body corporate; |
| 2. | An infant or any other person under legal disability; |
| 3. | Any person prohibited or disqualified from so acting by any order of a court; or, |
| 4. | An undischarged bankrupt. |
What is the registration fee for a Foreign Company?
The Registration Fee of for a Foreign Company is K1,350,000. Name clearance costs K25,000.
What documents are used in the registration of a Foreign Company?
The following are required:-
| 1. | Two sets of application forms (Form 46) costing K20,000. |
| 2. | A certified copy of the Certificate of Incorporation from the country of origin attached to Form 46. |
| 3. | Charter, statutes, regulations, memorandum and articles, or other instrument relating to the ‘mother’ company. |
What, if any, are the post registration requirements for a Foreign Company?
A Foreign Company is required to file, annually, a Statement in the Form of a Balance Sheet and in the case of changes in the registered particulars, a Notice of Alteration of the Registered Particulars and, where amendments are made to the constitution, articles or other relevant instruments, a Notice of Alteration of the Registered Instrument Constituting or Defining the Constitution.
What is the filling fee of a Statement in the form of a Balance Sheet?
A fee of K150,000 should accompany the Statement in the Form of a Balance. As stated above, this Statement should be filed annually. A fee of K150,000 is also payable in respect of the Notice of Alteration of the Registered Particulars and the Notice of Alteration of the Registered Instrument Constituting or Defining the Constitution. It is important to note that if the Statement in form of Balance Sheet is filed three months after the end of the financial year, a penalty of K145,000 must be paid together with the normal filing fee.
How can a Foreign Company change its name?
A Foreign Company may pass a special resolution to change its name. A Notice of Alteration of the Registered Particulars of a Foreign Company (Form 48) must be submitted within twenty-one (21) days after the date of the resolution. The company must indicate in the prescribed form that it intends to change its name to the name specified in the resolution in as a "new name". The fee for change of foreign company names is K400,000. If the company name is accepted, a new Certificate of Registration will be issued. However, if the name of the company is rejected, the applicant will be required to fill in a name clearance form and pay a search fee of K25,000.
What should a local director do if a foreign company is wound-up or dissolved in the country of incorporation?
A Notice of Winding-Up or Dissolution of a Foreign Company in the country of Incorporation (Form 49) must be lodged with the Companies Registry accompanied with a resolution or court order, as the case may be, stating that the company is dissolved or otherwise has ceased to exist according to the law of the country of its incorporation. The documentary agents and local directors of the foreign company must lodge the notice within twenty-eight days after the event. On lodgment of (Form 49) and payment of the filing fees, the Registrar shall cause a notice to be published in the Government Gazette, as the case may be.
What fees are payable in relation to dissolution of a Foreign Company in country of origin?
The fees are as follows:-
| Form 49 | K300,000 |
| Gazette Notice Handling Fee | K50,000 |
| Gazette Notice Advertisement Fee | K100,000 |
| Total Amount: | K450,000 |
What are the consequences of carrying on business on behalf of a Foreign Company that has been dissolved in the country of origin?
A person who carries on, or purports to carry on, in Zambia, business on behalf of a foreign company after the date on which it was dissolved or otherwise ceased to exist in the country of its incorporation, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding thirty monetary units for each day that he carries on or purports to carry on the business.
What should local directors or documentary agents do when the Foreign Company ceases operation in Zambia?
If a foreign company ceases to have an established place of business in Zambia, the documentary agent or a local director or manager must lodge a notice of that fact in the prescribed form (Form 50) with the Registrar of Companies within twenty-eight days after so ceasing. On lodgment of (Form 50) and payment of the filing fees the Registrar shall cause a notice to be published in the Government Gazette, as the case may be.
What fees are payable in relation to cessation of operations of a Foreign Company in Zambia?
The fees are as follows:-
| Form 50 | K300,000 |
| Gazette Notice Handling Fee | K50,000 |
| Gazette Notice Advertisement Fee | K100,000 |
| Total Amount: | K450,000 |
What are the consequences of carrying on business on behalf of a Foreign Company that has ceased to operate in Zambia?
A person who carries on, or purports to carry on, in Zambia, business on behalf of
a foreign company after the date on which it was dissolved or otherwise ceased to exist in Zambia, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding thirty monetary units for each day that he carries on or purports to carry on the business.
