AN ACT to consolidate and amend the laws in force in Zimbabwe relating to the constitution, i n- corporation, registration, management, administration and winding up of companies and other associations, and for other purposes incidental thereto.
[Date of commencement: 1st April, 1952.]
1 Short title
PART I
PRELIMINARY
This Act may be cited as the Companies Act [Chapter 24:03].
2 Interpretation
In this Act—
“accounts” includes a company’s group accounts, whether prepared in the form of accounts or not;
“articles” means the articles of association of a company as originally framed, or as altered by special resolu- tion, and includes, so far as they apply to a company, the regulations set out in Table A in the First Schedule to the Companies Ordinance, 1895, or Table A in the First Schedule;
“body corporate” has the meaning given to it by subsection (2 ) of section six;
“books or papers” and “books and papers” include accounts, deeds, writings and other documents;
“certified”, in relation to a copy or translation of any document, means certified in the prescribed manner to be a true copy or a correct translation;
“company” means a company limited by shares or a company limited by guarantee as in section seven de- scribed, or an existing company;
“contributory” has the meaning given to it by section two hundred and two; “co-operative company” has the meaning given it by section thirty-six;
“court”, in relation to any company, means the High Court, and in relation to any offence against this Act, includes a magistrates court having jurisdiction in respect of that offence;
“creditors’ voluntary winding up” has the meaning given to it by subsection (2) of section two hundred and forty-six;
“debenture” includes debenture stock or bonds;
“default fine” has the meaning given to it by subsection (1) of section three hundred and forty ;
“director” includes any person occupying the position of director or alternate director of a company, by what- ever name he may be called;
“equity share capital” has the meaning given to it by subsection (6) of section one hundred and forty-three; “existing company” has the meaning given to it by subsection (1) of section four;
“expert” means any person whose professional or technical training gives authority to a statement made by him;
“financial year”, in relation to anybody corporate, means the period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up, whether that period is a year or not;
“foreign company” means a company or other association of persons incorporated outside Zimbabwe which has established a place of business in Zimbabwe;
“foreign country” means any state or territory other than Zimbabwe; “foreign language” means any language other than English;
“group accounts” has the meaning given to it by subsection (1) of section one hundred and forty-four; “holding company” means a holding company as defined by section one hundred and forty-three;
“issued generally”, in relation to a prospectus, means issued to persons who are not existing members or debenture holders of the company;
“judicial manager” includes a provisional judicial manager and a final judicial manager;
“manager”, in relation to a company, means any person who is the principal executive officer of the co m- pany, by whatever title he may be designated and whether or not he is a director;
“Master” means the Master of the High Court or any person acting in that capacity;
“members’ voluntary winding up” has the meaning given to it by subsection (2 ) of section two hundred and forty-six;
“memorandum” means the memorandum of association of a company as originally framed or as altered in pursuance of any law hitherto in force or of this Act;
“minimum subscription” has the meaning given to it by subsection (2 ) of section sixty-five;
“Minister” means the Minister of Justice, Legal and Parliamentary Affairs or any other Minister to whom the
President may, from time to time, assign the administration of this Act;
“officer”, in relation to a company, includes a director, manager or secretary;
“officer who is in default” has the meaning given to it by subsection (2) of section three hundred and forty; “ordinary resolution” has the meaning given to it by subsection (4) of section one hundred and thirty-three; “petition” means an application to the court made in the appropriate form prescribed in rules of court; “prescribed” means prescribed by rules or regulations made under section three hundred and fifty-nine or
three hundred and sixty, as the case may be;
“prescribed form” means a form set out in the First, Third, Fifth or Sixth Schedule or any form added to or altered in the said Schedule by this Act or any form prescribed by rules or regulations made under sec- tion three hundred and fifty -nine or three hundred and sixty, as the case may be;
“printed” includes typed, handwritten in ink, lithographed, cyclostyled or any other mode of representing words, figures or symbols in a permanent visible form, but unless prescribed does not include any carbon copy of a document;
“private company” has the meaning given to it by section thirty-three;
“promoter”, in relation to a prospectus, means any person who is a party to the preparation of the prospectus but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of a company;
“prospectus” means any prospectus, notice, circular, advertisement or other printed invitation offering to the public for subscription or purchase any shares or debentures of a company;
“public company” means any company, including a co-operative company, which is not a private com pany or a company licensed under section twenty-six;
“quoted”, in relation to any share, debenture or other security, means an investment for which a quotation or permission to deal has been granted in respect of a securities exchange registered under the Securities Act [Chapter 24:25] or in respect of a securities exchange of good repute outside Zimbabwe, and “u n- quoted” shall be construed accordingly;
[Definition as amended by section 120 of Act No. 17 of 2004]
“Registrar” means the Chief Registrar of Companies or a registrar of companies appointed in terms of sec- tion five;
“repealed laws” means the laws specified in the Second Schedule;
“secretary” includes any official of a company, by whatever name called, who is performing the duties nor- mally performed by a secretary of a company;
“share” means a share in the share capital of a company and includes stock, except where a distinction be- tween stock and shares is expressed or implied;
“special notice” has the meaning given to it by section one hundred and thirty-five;
“special resolution” means a resolution passed at a general meeting of a company in manner provided by subsections (1), (2) and (3) of section one hundred and thirty-three;
“subsidiary” and “wholly owned subsidiary” have the meanings given to them by section one hundred and forty-three;
“unable to pay its debts”, in relation to a company, has the meaning given to it by section two hundred and five and, in relation to an unregistered association, has the meaning given to it by paragraph (d ) of sec- tion three hundred and twenty-three;
“unregistered association” has the mean ing given to it by section three hundred and twenty-two;
“winding-up order” means any order whereby a company is placed under liquidation or under provisional liquidation when such order for provisional liquidation has not been set aside;
“Zimbabwe Stock Exchange” ….
[Definition repealed by section 120 of Act No. 17 of 2004]
