ZimCompany › Guides › PBC or Private Limited Company
For one owner outside Zimbabwe, a Private Business Corporation is usually the simpler vehicle. A Private Limited Company must have a director and a company secretary ordinarily resident in Zimbabwe (sections 195(2) and 198(1)). A PBC has no such requirement, but must name a qualified accounting officer (sections 248 and 274), and only individuals can own one.
By The ZimCompany desk in Harare, a Lioncap Ventures service. Published . Last updated , with every source read on the date listed at the end.
Two short subsections of the Companies and Other Business Entities Act [Chapter 24:31] decide most of this. Section 195(2): "At least one director shall be ordinarily resident in Zimbabwe." Section 198(1): "Every company shall have at least one secretary ordinarily resident in Zimbabwe."
Section 195(1) sets the size of the board against the number of shareholders: a private company with more than one and fewer than ten shareholders shall have two or more directors, and one with ten or more shareholders shall have not fewer than three. At least one of them has to be ordinarily resident in Zimbabwe whatever the count.
The Act does not define "ordinarily resident". In its ordinary meaning it is about where a person actually lives, their settled home, rather than which passport they hold. If the person you have in mind splits their time between countries, that is worth checking before the filing rather than after.
None of this limits who owns the company. The shares can be held by people anywhere, and by another company.
A Private Business Corporation is formed under section 247 by one or more persons, not exceeding twenty, who qualify for membership under section 253, and section 252(1) sets the minimum at one member and the maximum at twenty. Its members hold a percentage interest rather than shares.
The residency duties in sections 195(2) and 198(1) sit in the Part of the Act that governs companies, and neither appears in the Part that governs private business corporations. The Act treats the two as different entities: section 250 provides for the conversion of a private business corporation into a company. That is our reading of the Act, confirmed with a legal practitioner and not offered here as legal advice.
What a PBC does need is an accounting officer. Section 248(1)(g) requires the incorporation statement to state the name and postal address of an accounting officer to whom the members intend to submit their financial statements, and section 248(3)(b) requires the statement to be signed by a person who is qualified to become that accounting officer.
Section 274(1) says who is qualified: a member, entitled to practise as such, of a profession approved by the Minister, or a person licensed by the Minister. Section 274(2) lets one of the corporation’s own members act, if they are qualified and the corporation has at least one other member.
Two more details matter to an owner abroad. Section 248(1)(d) accepts the number of any other official identity document where a member has no Zimbabwean national identity number, so a foreign passport number works. And section 253(1) says that only individual natural persons acting in their own right may be members, with no partnership, association or body corporate as a member, directly or through a nominee.
| Private Business Corporation | Private Limited Company | |
|---|---|---|
| Owners | One to twenty individual members holding a percentage interest (sections 247, 252(1), 253(1)) | Shareholders, who can be people or companies |
| Director ordinarily resident in Zimbabwe | No such requirement | Yes, at least one (section 195(2)) |
| Secretary ordinarily resident in Zimbabwe | No such requirement | Yes, at least one (section 198(1)) |
| Accounting officer | Yes, named on the incorporation statement, qualified under section 274 (section 248(1)(g) and (3)(b)) | Not this appointment |
| A company as owner | Not allowed (section 253(1)) | Allowed |
| Board size | Not applicable | Two or more directors with two to nine shareholders, three or more with ten or more (section 195(1)) |
| Later change | Can convert into a company (section 250) | Not applicable |
ZimCompany does not sell a nominee director, does not provide a company secretary yet, and does not provide an accounting officer. Each of those is an appointment you make yourself, and your estimate says so as a note with no price on it.
Our fees in Zimbabwe, one per item:
US$5 per name-search application at cost, included. The registry does not itemise a separate registration fee on this filing US$5 per name-search application, two included, and US$60 to register the entity, all CIPZ fees at cost inside the price Our fees and the government fee are always shown as separate numbers.
Each item takes five working days from the day we have your complete documents, confirmed in writing by our filing partner. Where one item depends on another they run in sequence, so a ZIMRA registration waits for the certificate of incorporation and a tax clearance waits for the ZIMRA registration.
You pay in full when you instruct the job, in one payment rather than in stages. Our fee and the government fee are separate numbers on the quote, and government fees are passed through at cost. Your quotation arrives by email. Reply to it and we confirm your timeline in writing before you pay. If we cannot confirm a timeline in writing, anything you have paid comes back in full. Prices were last verified on 10 September 2026. The full price list is at ZimCompany pricing.
No. The residency requirements in sections 195(2) and 198(1) of the Companies and Other Business Entities Act apply to companies, and neither appears in the Part governing private business corporations. A PBC does have to name a qualified accounting officer under sections 248 and 274.
The Act uses the phrase without defining it. In its ordinary meaning it is about where the person actually lives, their settled home, rather than their nationality. Check any case where the person divides their time between countries before you rely on it.
No. Section 253(1) allows only individual natural persons acting in their own right to be members, and excludes any body corporate, directly or through a nominee. A company that wants a Zimbabwean entity registers a Private Limited Company.
Under section 274(1), a member, entitled to practise as such, of a profession approved by the Minister, or a person licensed by the Minister. A member of the corporation can act if qualified and the corporation has at least one other member.
Two or more if it has more than one and fewer than ten shareholders, and at least three if it has ten or more, under section 195(1). At least one director must be ordinarily resident in Zimbabwe under section 195(2).
Yes. Section 250 provides for it: the corporation delivers an application signed by all its members and the documents needed to form a company, and the converted company is the same body corporate.
Nothing in this guide is legal or tax advice. Anything that amounts to legal advice is referred to a legal practitioner. Get an estimate.
ZimCompany registers and runs Zimbabwean companies for people and businesses anywhere in the world: owners living outside Zimbabwe, foreign investors, and companies registered elsewhere that need a Zimbabwean entity. Email support@lioncapventures.com or message +263 77 272 4514 on WhatsApp. We work 9:00 to 17:00 CAT, UTC+2 in Harare, Zimbabwe.
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