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The Patents and Companies Registration Office (PACRO) is a
semi-autonomous Executive Agency of the Ministry of Commerce, Trade and
Industry responsible for business facilitation and regulation. It was a
department under the same Ministry until
31 December 1999.
PACRO PROVIDES BUSINESS
LEGALITY IN ZAMBIA
Pacro’s main functions:
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Registration of companies both local and foreign
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Registration of Business Names/Partnerships
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Registration of Trade Marks
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Registration of Industrial Designs
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Granting of Patents
REASONS FOR REGISTERING YOUR BUSINESS
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Giving your business undertaking its legal status
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Giving you the exclusive right to personally use your company and
business name.
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Enabling you to enjoy the pride of being an honest Zambian or foreign
business undertaker.
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Giving you the right to enter with confidence into the competitive
business arena using your company or business and corporate identity.
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Affording you the chance to contribute to national economic development
and prosperity
COMPANY
REGISTRATION PROCEDURES
To register a company in
Zambia is a right for
those who wish to associate and form themselves into a company pursuant
to the Companies Act, Cap 388 of the common Laws of Zambia.
WHAT IS A COMPANY?
A Company is an association of two or more people who come
together for a common goal or purpose.
WHAT ARE THE MAIN TYPES
OF COMPANIES OBTAINABLE IN
ZAMBIA
There are three main types of companies as follows:
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Private companies
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Public companies
(plc)
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Foreign companies
Private Companies General Overview
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These are
registered or normally formed by persons with prior relationships other
than business relations e.g. friends, father, and son(s) and or
daughters, etc
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Minimum
number of membership is two and maximum is fifty
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In these
companies, shares are not freely transmissible as the transferability is
subject to strict control and regulations. As, such, these types of
companies may not list in the stock exchange for purpose of trading in
shares
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These
types of companies are required by law to submit for filing annual
returns and any other statutory filable documents to the Registrar, e.g.
changes of particulars of directors, Registered office, change of name
etc.
Categories of Private Companies
Private limited Company
This is a company with share capital. It may not have more
than 50 members. Its Articles of Association restricts the right to
transfer shares and is prohibited from making invitations to the public
to purchase its shares. If it is wound up and its assets are insufficient
to cover its liabilities, the liability of its members is only limited to
the amount left unpaid on their shares.
Private Company Limited By Guarantee
This does not have a share capital. It must not carry on
business for the purpose of making a profit for its members or anyone
concerned 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 that he undertakes to
contribute in the event that the company is wound up. This type of
company is widely used by charitable and quasi-charitable organizations,
which are no-profit making.
Unlimited Company
This is also a private company and has the same attributes
as that of a private limited 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 members to the discharge of those liabilities is
unlimited.
Public Companies (Plc)
These are open ended in nature in that there are no
restrictions on the maximum number of members.
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Any
person may subscribe and buy shares in the company, which may be
listed in the stock exchange. That is, the shares
are freely transferable. Its name always ends with the words Plc, which
stands for public limited company
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One
condition for incorporating this type of company is the issuance of
prospectus. This is in essence an invitation to the general public to
subscribe for shares.
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This type
of company needs to have a very effective Articles of Association to
regulate the relationships between the members themselves, members and
companies directors and dealers and stock brokers (in case of listed
company) with the stock exchange.
Foreign Companies
These types of companies are incorporated outside
Zambia and they only
come in the country as branches of such foreign companies. Even if all
subscribers and or shareholders are nationals of Zambia the companies are
still regarded as foreign.
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