FAQs

Company Registration is essentially the process of registering a business as a limited company or other company permissible under the Companies Act within the country of registration. In order to start a private limited company an individual needs to register with Registrar of Companies and abide by the provisions of the respective Companies Act of the country

What are the advantages of starting a limited company instead of another sort of business?

• Limited financial liability
• Tax efficiency & advantages
• Ownership and control
• Business security

These benefits are not available with any other form of business and make a limited company the most appealing sort of business. For more information , see our blog

The most common type of company registered is a company limited by shares. This is generally the most regular type of limited company formed by business owners these days. But there are other types which may be formed for more specialist reasons. You may contact us for more information.

• Company Limited By Shares/Private Limited Company – A separate legal entity from the business owner. Has one or more directors/owners who are issued with shares in the company. Established and run to make a profit with profits being distributed to the owners in the form of dividends. The most common form of limited company and the business you will start with a Company Registration.
• Public Limited Company – is quite simply a limited company which is allowed to offer shares for sale to the public. This means that it can derive extra funds where it needs them by selling more shares and diluting ownership. The company is allowed to issue shares by way of private placements or by listing on the stock exchange. For both listing and private placement the company will need to undertake a secondary process after registration working with financial advisors and the stock exchange. Registration of a public limited company is carried out in much the same way as a private company except for specific provisions in the Memorandum and Articles of Association . A form of limited company similar to a company limited by shares, does not have shareholders, but instead, its members act as ‘guarantors’ who agree to contribute a set amount of money on the winding up of the Company. This form of limited company is often used for non-profit reasons as it does not need to involve profit orientated business activities. There is no payment of dividends and it can be set up to form a charity. You can still carry out a Company Registration to form a Company Limited By Guarantee but it requires slightly different company articles (Memorandum & Articles of Association) and is registered with the registrar of companies in a different way
• Public Limited Company – is quite simply a limited company which is allowed to offer shares for sale to the public. This means that it can derive extra funds where it needs them by selling more shares and diluting ownership. The company is allowed to issue shares by way of private placements or by listing on the stock exchange. For both listing and private placement the company will need to undertake a secondary process after registration working with financial advisors and the stock exchange. Registration of a public limited company is carried out in much the same way as a private company except for specific provisions in the Memorandum and Articles of Association.

A company director is in charge of the day-to-day running and management of the limited company. In most cases, at the time of company registration , they will be both the owner and manager of the company. A director has a legal responsibility to act in the best interests of the company at all times. A director of a company is also seen as an employee of that company and as such a Director Service Contract should be in place to cover all the rights/obligations and powers of the director.

Anybody may act as the Company Secretary of a private limited company. A person may consent to act as both the Company Secretary and be a Director of the same limited company. The company secretary is generally responsible for the corporate administration of the company. Most company secretaries outsource the administrative aspects of their work to companies like Virtual Corporate Services and we assist in all areas of company secretarial work.

Anybody may act as the Company Secretary of a private limited company. A person may consent to act as both the Company Secretary and be a Director of the same limited company. The company secretary is generally responsible for the corporate administration of the company. Most company secretaries outsource the administrative aspects of their work to companies like Virtual Corporate Services and we assist in all areas of company secretarial work.

In order to complete a company registration you need:

• At least 2 director (at least 16 years old)
• At least 1 shareholder (for most new companies the director and shareholder are the same person)
• An available company name – usually we advise clients to bring a choice of three in case of unavailable of the preferred choice.
• Memorandum of Association
• Articles of Association
• Time & money

No. It is actually cheaper and quicker to use our company registration service to register your limited company. Plus you get the benefit of more experience and knowledge to ensure that your company registration runs as smoothly as possible.

The memorandum and articles of association are legal documents that set out:

1. The Company Name
2. The Registered Office location and
3. The internal constitution of the company

You will probably be asked for this document when you open a bank account for your company. All our companies are incorporated using standard ‘general commercial company’ memorandum and articles. These are written in a way that is designed to enable your company to carry out any business activity and to minimise the administrative requirements on the company. Our company registration service includes the drafting of these essential company documents to ensure proper registration with the registrar of Companies.

The certificate of incorporation is the document issued to confirm that the Registrar of Companies has incorporated your company name and states the date of incorporation and the company number. This should be printed according to the specifications of the Registrar of companies and is usually signed and sealed by them.

Using our company registration service generally means your limited company will be registered with Registrar of Companies within a week for Zimbabwean companies. As long as you place your order during business hours the registration process usually takes around 4-7days in over 95% of cases. We have registered companies in much shorter time before but during peak times with the Registrar it may take longer.

We only require information on a simple order which we have prepared and posted on our website. Clients may also send us their information by email and will only sign papers on collection of the registered company.

Yes, you can choose any name you like as long as it is not already registered, ‘same as’ or ‘too like’ an existing company name or likely to cause offence. Some words in company names are however restricted or forbidden, these are called ‘sensitive words’. For more on registration of sensitive words and guidance on choosing a company name, please drop us an email or phone call see the relevant pages on our site. Our company name change page might also be relevant.
Remember that you must include the word “private limited” or the letters “Ltd” as part of your company name when carrying out a company registration. To cover yourself fully, you should also check that your name, or part of your name has not been registered as a Trademark by somebody else.

By law there must be at least one shareholder who subscribes to take at least one share. If you wish to take an equal amount of shares with another member of the company then it is usual to take one share each. If you choose the amount of shares to be issued by the company then the following are examples of how to distribute the shares.

• Mr Ndlovu wants to own 100% of the issued shares in Company X Limited. Mr Ndlovu would take 1 share or whatever the total number is issued (if 100 were issued, he will take 100).
• Mr Ndlovu and Mrs Moyo Jones want to own 50% each of the issued shares of Company X Limited. Mr Ndlovu will take 1 share, Mrs Moyo will take 1 share (if 100 shares were issued, they would have 50 each).
• Mr Ndlovu wants to own 80% and Mrs Moyo 20% of the issued shares of Company X Limited. Mr Ndlovu will take 8 shares, Mrs Moyo will take 2 shares (if 100 shares were issued it would be 80 and 20 respectively).If you require advice regarding the shareholding for your limited company please contact our sales team on info@vcsafrica.com .

As an alternative to company registration you may wish to purchase a Vintage Company there are a few reasons for doing so. The benefits of using a vintage company instead of completing a company registration to start a new limited company include:

• An established name
• Better credit-worthiness
• Improved sense of trust-worthiness
• Previous account submission

For more information contact our business consultants on info@vcsafrica.com

Completing a company registration to register your limited company will offer some protection to your business name. Limited companies and limited liability partnerships are the only type of business required to register with the registrar of companies and so they are the only ones protected. Having said that, registering your company name is only the first step. It is still possible for someone to register a trademark using your business or company name – so it is always a good idea to complete a trademark registration to protect your company name more comprehensively and allow you to take legal action if necessary.

Similarly, registering a domain name is another way to ensure the best possible protection for your business name. Any other person or business would be free to register a domain name using your business name – registering a limited company is not enough to prevent them from doing so. So we recommend domain registration to preserve your company name in website form, even if you have no plans to have a business website now – you might in the future.