ZimCompany › Guides › A Zimbabwe subsidiary for a foreign company
A foreign company opens a Zimbabwe subsidiary by registering a Private Limited Company and holding its shares. It cannot use a Private Business Corporation, because section 253(1) of the Companies and Other Business Entities Act admits only individuals as members. The subsidiary needs a director and a company secretary ordinarily resident in Zimbabwe, and its own tax registrations.
By The ZimCompany desk in Harare, a Lioncap Ventures service. Published . Last updated , with every source read on the date listed at the end.
Section 253(1) of the Companies and Other Business Entities Act [Chapter 24:31] says that only individual natural persons acting in their own right may be members of a private business corporation, and that no partnership, association or body corporate or other legal person shall be a member, whether directly or through a nominee. A foreign parent company therefore cannot hold a PBC at all.
A Private Limited Company has shareholders, and a company can be one. That is the subsidiary route: the parent holds the shares of a Zimbabwean company registered in its own right.
ZimCompany does not sell a nominee director and does not provide a company secretary yet, so both resident appointments are people the parent names, from its own staff in Zimbabwe or people it engages there.
The Act has a second route, and it is worth knowing why it is different. A "foreign company" is a company incorporated outside Zimbabwe which has established a place of business in Zimbabwe. Section 241 governs it: before it establishes a place of business, the foreign company submits to the Minister a certified copy of its constitutive documents, a list of its directors resident in Zimbabwe, and the name of any holding company; the Minister issues a certificate unless that would not be in the public interest; and the company then registers with the Registrar.
A registered foreign company names a principal officer, ordinarily resident in or a citizen of Zimbabwe, who manages its business here and accepts service on its behalf. Every year it lodges its financial statements with the Registrar, and within one month after 1 January it lodges a return of its share capital. Section 241(16) exempts a foreign company that holds an investment licence, a banking or insurance licence, or operates in a special economic zone.
So a subsidiary is a Zimbabwean company the parent owns; a branch is the parent itself, registered to do business here. Which one suits your group is a question for your legal and tax advisers. ZimCompany registers the subsidiary route and does not quote a branch registration.
Statutory Instrument 215 of 2025, the Indigenisation and Economic Empowerment (Foreign Participation in Reserved Sectors) Regulations, 2025, published in the Government Gazette Extraordinary of 11 December 2025, applies to foreign nationals who wish to participate in a reserved sector. A foreign national qualifies only through an individual or legal entity registered or incorporated in Zimbabwe in which the foreigner owns a majority or minority stake, and participating includes forming a new business that operates exclusively or predominantly in the sector.
Its Schedule lists seventeen sectors. Most are reserved exclusively for Zimbabweans: barber shops, hairdressing and beauty salons; employment agencies; valet services; bakeries; tobacco grading and packaging; advertising agencies; the provision, marketing and distribution of local arts and crafts; artisanal mining; borehole drilling; and pharmaceutical retailing. Passenger buses, taxis and car hire, estate agencies, and clearing and customs are exclusively for Zimbabweans except for international brands.
Four are open to a foreign participant that meets the Schedule’s thresholds: retail and wholesale trade (200 full-time paid employees and a minimum investment of US$20,000,000), grain milling (50 and US$25,000,000), haulage and logistics (100 and US$10,000,000), and shipping and forwarding (20 and US$1,000,000). A qualifying foreign participant must also be registered with ZIMRA, maintain a bank account, present a business plan, and apply to the Minister for a permit, which the Minister considers within 60 days.
Foreign nationals operating in a reserved sector divest at least 75% of their equity to Zimbabwean citizens within three years, in annual tranches of at least 25%, and a business operating there before the regulations were gazetted had 30 days to submit a regularisation plan. Operating in a reserved sector without a permit is an offence.
The foreign investor consultation is US$150, paid before the consultation, credited in full against your quotation if you proceed, and not refunded if you do not, because the consultation has been delivered.
Our fee for private limited company with a corporate director or shareholder in Zimbabwe: US$290. US$5 per name-search application, two included, and US$60 to register the entity, all CIPZ fees at cost inside the price. Our fee and the government fee are always shown as two 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.
Yes, as a shareholder of a Private Limited Company. It cannot be a member of a Private Business Corporation, because section 253(1) of the Companies and Other Business Entities Act allows only individual natural persons acting in their own right.
It needs at least one director ordinarily resident in Zimbabwe under section 195(2), and a company secretary ordinarily resident in Zimbabwe under section 198(1). Residence, not nationality, is what the Act asks for.
A subsidiary is a Zimbabwean company the foreign parent owns. A branch is the foreign company itself, registered under section 241 after the Minister issues a certificate, with a principal officer ordinarily resident in or a citizen of Zimbabwe.
The Schedule lists seventeen. Thirteen are exclusively for Zimbabweans, three of those with an exception for international brands, and four (retail and wholesale, grain milling, haulage and logistics, shipping and forwarding) are open to a foreign participant that meets the employment and investment thresholds and holds a permit from the Minister.
The registration itself, yes: documents are signed where the parent is and the filing is lodged by a registered filing agent in Harare. The resident director and company secretary, the bank account and any government vendor number are the parts that need people in Zimbabwe.
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. We do not publish a total for a job made of several items, because the dependent ones run one after another.
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.
ZimCompany is a Lioncap Ventures service. Lioncap Ventures (Pvt) Ltd, registration 16326A02102024, Harare, Zimbabwe. Start with the questionnaire at https://zimcompany.com/start.