If you are considering starting a business, company registration in Zambia is one of the first steps you must take. It not only makes your business legally recognized, but it also provides various benefits and opportunities for growth.
Before diving into the details, click on this short video explaining Zambia company registration, touching on the types of companies, steps, and requirements.
How to Register a Company in Zambia | Zambia Company Registration
At Afrisetup, we have streamlined online company registration in Zambia, allowing you to complete the process from the comfort of your home country. The Patents and Companies Registration Agency (PACRA) is the regulatory body responsible for company registrations, with applications submitted to the Registrar of Companies. To register, an applicant must be 18 years or older, of sound mind, and not an undischarged bankrupt.
We follow the steps below to ensure a successful registration:
Step 1: Decide the Type of Business to Register
Start by deciding whether to register a business name or a company. The two structures are legally different:
• A business name has no separate legal identity and carries unlimited personal liability.
• A company is a separate legal entity with limited liability and perpetual existence.
Step 2: Apply for Name Clearance
Apply to PACRA for name clearance, proposing up to three names in order of preference. If approved, the name is valid for 30 days and an official name acceptance letter is issued.
The name may be registered within 30 days or reserved for a further 90 days. If not used or reserved, the name expires and a new application is required.
Note: Forms: All application forms are obtained from PACRA and must be selected according to the chosen business type.
Step 3: Complete the Relevant Registration Forms
After name clearance approval, proceed with registration based on the approved business type:
• Business Name: Complete BN Form III – Application for Business Name Registration
• Local Company: Complete Companies Form 3 – Application for Incorporation
• Foreign Company: Complete Companies Form 38 – Application for Registration of a Foreign Company
Important: The approved name must match the business type selected at name clearance. A business name approval cannot be used to register a local or foreign company.
Step 4: Notarize the Declaration of Compliance
Complete Companies Form 11 (Declaration of Compliance) and have it signed before a Commissioner of Oaths. This confirms that all legal requirements under the Companies Act have been met.
Step 5: Submit Registration to PACRA
Submit the completed incorporation documents to PACRA and pay the applicable fees.
Local companies must submit:
• Companies Form 3 – Application for Incorporation
• Companies Form 5 – Consent to Act as Director/Secretary
• Companies Form 11 – Declaration of Compliance
• Registered office address in Zambia
• Certified ID copies of all directors, shareholders, and secretaries (NRCs for Zambians, passports for foreigners)
• Statement of Beneficial Ownership – full names, date of birth, nationality, country of residence, residential address, and any other particulars required
Foreign companies (branches) must submit:
• Companies Form 38 – Application for Registration of a Foreign Company
• Certificate of Incorporation from the home country
• Constitutional documents (charter, statutes, or equivalent)
• Details of a resident Zambian documentary agent – local authorized contact for PACRA; not a director or shareholder.
• Certified ID copies of all directors, shareholders, and secretaries (passports for foreigners, NRCs if any Zambian nationals are involved)
• Statement of Beneficial Ownership – full names, date of birth, nationality, country of residence, residential address, and any other particulars required
Step 6: Receive the Certificate of Registration
Once PACRA approves the application and fees are paid, a Certificate of Registration is issued.
This marks the official completion of the company registration process in Zambia, which typically takes about 7 business days from submission to issuance of the Certificate of Registration.
Post-Registration Obligations in Zambia
After incorporation, your company must complete the following to remain compliant:
• Register for Taxes: Obtain a Taxpayer Identification Number (TIN) from the Zambia Revenue Authority (ZRA).
• VAT Registration (if applicable): Required if annual turnover exceeds the legal threshold.
• Employer Obligations: Register with NAPSA, NHIMA, and the Worker’s Compensation Fund Control Board and make monthly contributions for employees.
• Open a Business Bank Account: Use your Certificate of Registration and company documents and other identification as required by the bank.
• Licenses and Permits: Obtain and renew industry-specific permits as required.
• Annual Returns: File with PACRA within 3 months after the financial year ends (or 1 month after the AGM).
Completing these steps ensures your company operates legally, avoids penalties, and maintains good standing in Zambia.
Types of Companies in Zambia
Before registering a company in Zambia, it is crucial to understand the many types of companies that can be incorporated under the Zambia Company Act. The Act divides companies into two categories: public and private, with additional subdivisions.
1. Public Companies
Public corporations are subject to additional rules and transparency requirements compared to private companies and can market their shares to the general public. Before issuing shares, public companies must register a prospectus with the Patents and Businesses Registration Agency (PACRA) and have at least 7 members and 2 directors.
2. Private Companies
Private companies in Zambia fall under three categories:
a. Limited by Shares—This business has a limited obligation to its shareholders, making it the most popular. After they have invested their money, the shareholders are not responsible for the company’s debts.
b. Limited by Guarantee—This kind of business has members who serve as guarantors rather than having share capital. If the company must liquidate, the guarantors commit to paying a predetermined sum of money. This kind of business is usually used for nonprofit, charitable, religious, educational, or community-focused organizations.
c. Unlimited Companies—In this structure, the members of this kind of business are not subject to any restrictions on their responsibility. Members are equally and severally liable for all of the company’s debts and obligations, including using personal assets. This sort of organization is uncommon and commonly used when extra flexibility is required in capital structure or internal management.
Note: Under the Zambian Companies Act of 2017, foreign investors can proceed with the registration of a company in Zambia with only one director and no requirement for Zambian shareholders. Most investors prefer to register limited liability corporations—typically private companies limited by shares—because this structure provides legal protection and is easy to set up. These companies can be private or public, depending on their needs.
Requirements for Business Registration in Zambia
Business Type | Required Documents / Actions | Additional Notes |
Business Name / Partnerships | – Certificate of Registration from PACRA – Form 3 – Application for Registration/Re-Registration of Business Name – Form 5 – Amend existing individual TPIN and upload – Sketch map of business address | |
Company Resident | No specific document requirements. | – For businesses registered before 2020: TPIN registration is done at the ZRA office. – For post-2020 registrations: TPIN is automatically generated after PACRA registration. Check email for credentials. |
Non-Resident Company | – Certificate of Registration from PACRA – Form 38 from PACRA | – TPIN registration is done through the “Get a TPIN” link. |
Other Organizations (Clubs, Associations, Churches, etc.) | – Constitution – Registration Certificate from the Registrar of Societies – Any other supporting documents | -TPIN registration is done through the “Get a TPIN” link. |
Benefits of Registering a Company in Zambia
Company registration in Zambia offers several benefits, including:
1. Legal Recognition: Registration provides your business with legal recognition and establishes its separate legal identity.
2. Access to Funding: Registered businesses can secure financing from banks, investors, and other lending institutions, enabling growth and expansion.
3. Enhanced Credibility: By registering with the proper authorities, your business demonstrates reliability and a commitment to following best practices, boosting your reputation.
4. Business Expansion: Registered companies can expand their operations, enter into contracts, and pursue growth opportunities.
5. Legal Compliance: By registering with the appropriate authorities, your business aligns with Zambia’s regulatory standards, helping you avoid potential legal challenges.
Complete the company registration process in Zambia to enjoy these benefits and more. Contact us to simplify the process—we’ll take care of the paperwork while you focus on growing your business.
FAQs About Company Registration in Zambia
A minimum of one shareholder is required to register a company in Zambia. The shareholder can be an individual or a corporate entity.
Private companies typically have a minimum nominal share capital of around K15,000–K20,000, while public companies usually require higher capital, often in the millions. The exact figure depends on regulatory practice, but share capital must be stated in the incorporation documents and reflects the company’s financial structure.
Company Setup in Zambia takes approximately 5-10 working days, depending on the availability of the required documents for registering a company in Zambia. It is important to note that this timeline can vary.
Yes, you are required to provide a physical office address in Zambia as part of the company registration process. This address will be used for official correspondence. We are happy to offer you our address for the purpose of company registration. You can change it later once you get your own office.
Companies must file annual returns with PACRA, maintain accurate Beneficial Ownership (UBO) records, and pay taxes to the Zambia Revenue Authority (Corporate Income Tax, PAYE, VAT). They must also comply with labour laws, including social security (NAPSA) and health insurance (NHIMA) contributions, to remain in good standing.
Costs include fees for reserving a company name, submitting incorporation forms (Form 2, Form 5, Form 11), ID verification, and proof of address. Additional charges depend on share capital, stamp duty, certificates, and optional expedited services. Post-registration, businesses may also incur costs for tax registration, bank accounts, and annual returns.
Registering a business name involves paying for name clearance/search and submission of the registration form with ID and address proof. Total costs vary slightly with updates but generally cover the name reservation, registration, and certificate issuance. Name reservation can be completed quickly if all forms and documentation are correctly submitted. For the actual figure, please feel free to contact us.
Yes. Foreign investors can fully own a local company or register a sole director company without any Zambian shareholders. Most foreign investors set up a limited liability company to comply with Zambian corporate law while retaining full ownership.
To obtain a business permit, register the business with PACRA, get a Taxpayer Identification Number (TPIN) from ZRA, and acquire any local council permits. Foreign investors must also secure an Investment License from the Zambia Development Agency (ZDA) and an Investor’s Permit from the Immigration Department.
The business name reservation process can be completed within 24 hours if all forms are correctly filled. Applicants must be at least 18 years old and of sound mind. Once approved, registration proceeds with submission of ID and proof of address.
No. Clubs, associations, churches, and similar organizations are registered with the Registrar of Societies, not PACRA.
Conclusion
Company registration in Zambia is crucial for entrepreneurs aiming to establish a legal entity and unlock various opportunities. By following the outlined registration process and fulfilling compliance requirements, you can ensure the legal recognition, limited liability protection, and credibility necessary for your business’s success. We are happy to hold your hand so that you can confidently embark on your entrepreneurial journey in Zambia.
Contact us today to complete your business registration in Zambia quickly and hassle-free.
