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
At Afrisetup, we have streamlined online company registration in Zambia, allowing you to complete it from the comfort of your home country. We follow these steps to ensure a successful registration process:
1. Select Your Company Type: In Zambia, you have the option to register various types of companies, such as:
a) Public Limited Company (PLC)
b) Private Limited Company (Ltd)- which can be Limited by Shares, Limited by Guarantee, or Unlimited Company.
2. Choose a Company Name: Select a unique and appropriate name for your company. Ensure it complies with the regulations provided by the online PACRA.
3. Reservation of Name: Submit an application via the PACRA website or at their offices to reserve your chosen company name. This step ensures that no other entity can register a company with the same name while you complete the PACRA Online registration process.
4. Prepare Requirements for Company Registration in Zambia: Gather and organize all necessary documents and information for registering a company in Zambia. They include:
• Completed forms depending on your company’s structure:
– Form 1 (Application for Registration)
– Form 2 (Application for Incorporation)
– Form 5 (Declaration of Consent)
– Form 11 (Declaration of Compliance)
• Certified copies of the company’s memorandum of association
• Four (4) copies of non-standard Articles of Association
• A statement of the company’s initial shareholding and registered office address
• Copies of the identification documents (e.g., passports, national IDs) of the company directors and shareholders
• Passport-size photographs of all directors and shareholders
• Contact details, including postal address, physical address, email, phone number, and occupation of all proposed directors and shareholders
• Proof of Zambian residence for at least 50% of the directors
• Minimum of two directors and two shareholders, with a minimum nominal share capital of K20,000
• Evidence of a physical office address in Zambia
• Power of attorney (if applicable)
• Foreign shareholder documentation – If a foreign company will act as a shareholder, submit a Certificate of Incorporation from its country of origin
5. Notarize and Authenticate Documents: Have all the required documents notarized by a commissioner of oaths or a lawyer. Additionally, if any documents are prepared outside Zambia, they may need to be authenticated by a notary public or equivalent authority.
6. Submit the Application: Once you have all the necessary documents, submit the completed application to PACRA and the required filing fees. Depending on your preference, you can do this either in person or online.
7. Obtain the Certificate of Incorporation: After they review and approve your application, you will receive a Certificate of Incorporation. This document proves that your company has been legally registered in Zambia. The certificate is usually available within 10 working days or less and can be obtained from the PACRA website.
Post Requirements for Zambia Company Registration
Once your company is registered, ongoing compliance is crucial to maintaining good standing:
1. Register for Taxes: Register your company with the Zambia Revenue Authority (ZRA) to obtain a Taxpayer Identification Number (TIN) and fulfill your tax obligations.
2. Register for Social Security: If you plan to hire employees, register with the National Pensions Scheme Authority (NAPSA) for social security contributions.
3. Employee Welfare Contributions: It is a legal requirement to register for NAPSA and ensure monthly contributions are submitted for all employees.
4. Open a Business Bank Account: Visit a local bank to open a business account in your company’s name. You will need to provide the Certificate of Incorporation, company documents, and other identification as required by the bank.
5. License Renewals: Industry-specific permits often require annual renewal. Mark these dates to avoid penalties or interruptions in operations.
6. Annual Returns: Every registered company must file annual returns with PACRA to confirm its operational status.
Types of Companies in Zambia
Before establishing 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:
I. 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.
ii. 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.
iii. 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.
Business Registration in Zambia
The Registration of Business Names Act No. 16 of 2011 regulates business name registration in Zambia. A registered business name or firm refers to a group of individuals or companies that have partnered to engage in business activities to make a profit. A business name, also known as a commercial name, serves as an identifier for a business.
Business names must be registered to ensure legal protection, preventing another business from using the same name or one that closely resembles it. This is especially important when a name could confuse the public, making it unsuitable for use by a different business. This process is particularly crucial for sole proprietorships, partnerships, and informal businesses not structured as companies under the Companies Act.
4 Reasons for Business Name Registration in Zambia
1) Unique Identity: A registered business name prevents others from using it.
2) Brand Protection: It secures your brand’s identity in the marketplace.
3) Compliance: Operating without a registered name may lead to penalties.
4) Legal Recognition: Registration is a prerequisite for opening a bank account, signing contracts, and complying with tax laws.
Why Choose Afrisetup to Register a Company in Zambia
Here are several reasons why you should choose us to assist in registering a company in Zambia
1. Expertise
We have a team of experienced professionals who specialize in company registration. Our knowledge of local laws, regulations, and procedures ensures a smooth and efficient registration process.
2. Simplified Process
We understand that navigating the company registration process can be complex and time-consuming. As your agents, we simplify the process by handling all the necessary paperwork, documentation, and interactions with relevant authorities.
3. Time-saving
By entrusting us with your company registration, you save valuable time that can be utilized for other critical business activities. We handle the administrative tasks, allowing you to focus on your core business operations.
4. Compliance Assurance
Compliance with legal requirements is crucial for any business. As your registration agents, we ensure that all necessary legal obligations are met during registration, minimizing the risk of non-compliance.
5. Confidentiality
We prioritize the confidentiality of your business information. Our agents adhere to strict privacy protocols, ensuring your sensitive data remains secure throughout registration.
6. Ongoing Support
Our services extend beyond registration. We offer ongoing support and advice on various business matters, including licensing, tax registration, and compliance with local regulations. Our goal is to assist you throughout your business journey in Zambia.
7. Cost-effectiveness
Engaging us as your registration agents can be cost-effective compared to hiring an in-house team or dealing with the process yourself. We offer competitive pricing structures tailored to meet your specific needs.
Let us handle the paperwork while you focus on growing your business. Whether you’re setting up or exploring the registration of a company in Zambia, we make the process smooth and hassle-free.
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. Limited Liability
Companies offer limited liability protection to shareholders, safeguarding personal assets.
3. Business Opportunities
Registered companies can participate in government tenders and access funding opportunities.
4. Enhanced Credibility
Registered companies often gain more trust and credibility among customers, suppliers, and investors.
5. Brand Protection
Registration helps protect your business name, logo, and intellectual property rights from infringement.
6. Business Expansion
Registered companies can expand their operations, enter into contracts, and pursue growth opportunities.
Register a company in Zambia to enjoy all the above benefits and many more. Contact us to simplify the process of company registration.
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.
Yes, foreigners and non-residents can register a company in Zambia. There are no specific restrictions on foreign ownership, and Zambia encourages foreign investment.
There is no specific minimum share capital requirement for Zambia company registration. The shareholders can decide on the amount of share capital based on their business needs.
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.
After company registration, ongoing compliance requirements exist, such as filing annual returns, maintaining proper accounting records, conducting annual general meetings, and complying with tax obligations.
Costs include government fees, professional service fees, and ongoing compliance costs. The exact amount varies based on the type of entity and share capital. Contact us for further clarification.
Zambia’s Company Law is derived from the English Company (Consolidation) Act of 1908, which was primarily designed to support capitalist interests. According to this legislation, ownership and control of a company were granted to shareholders, rather than to the workers.
Registering a business name in Zambia involves several fees. To get the actual figure, feel free to contact us.
Yes, foreign investors are permitted to establish a company with a single director and fully own a local company without the need for Zambian shareholders, as per the Companies Act of 2017. It is common for investors to register their local businesses as limited liability companies.
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 for a hassle-free Zambia company registration process.
