How to Register a Company in Zambia

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If you wish to start a company in Zambia, you need to register it first before starting your operations. To be eligible for company registration in Zambia, you need to be of sound mind, be 18 years and above. Company registration is done by the Patents and Companies Registration Agency (PACRA). You can register two types of companies:

  • Private Limited Company
  • Public Limited Company

Private Limited Company

A private limited company is owned by individuals and not the members of the public. They do not need to invite members of the public to trade in their shares. To register a Private Limited Company of Zambia, it should have at least two shareholders and at least two directors, with one as a permanent resident in Zambia. To register a private limited company, you will need the following PACRA forms:

  • Companies Form 1: Application for name clearance.
  • Companies Form 3: Used for the incorporation of a Private Limited Company by Guarantee.
  • Companies Form 5: Consent for those who will act as Directors or Secretaries.
  • Companies From 11: It is a declaration of compliance.

Private limited companies can be incorporated as:

A company limited by shares. A company limited by shares is formed to make a profit. Private companies limited by shares in Zambia should have a minimum required capital of K15,000 apart from banks and insurance companies.

A company limited by guarantee. These companies do not have share capital. They are not formed to make profits and are generally concerned about helping the community. During their formation, members declare the amount they would contribute if the company were to wind up.

Unlimited company. An unlimited company has a share capital and the members have unlimited liability to the company’s debts and liabilities. To register an unlimited company, you would need to use Form 4, Form 5 and Form 11.

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Public Limited Company

A public limited company has its name ending with Public Limited Company (PLC). It has an authorized minimum share capital of K1,000,000 and it can do business. However, it can be limited by its articles of association to do business.

 

Company Registration Process in Zambia

You can apply for company registration online or in-person through the Patents and Companies Registration Agency (PACRA). First, you will need to do a name search, have the name reserved for you and then get company name clearance. To do so, you need to submit a maximum of three company names. Make sure to list the names in order of preference. If the first name is taken, then you can get clearance for the second name if it is open.

A good company name should not be too long or difficult to pronounce and should not be undesirable or offensive. If the name is accepted, it will be revered for 30 days before its expiry. You will need to pay a fee of K83 for local companies and K166 for foreign companies to register the company name.

Once you have the new company’s name, you need to complete the registration process. It will take you around 24 hours to register the company. PACRA has offices in different parts of the country. If you are in Lusaka, you will need to visit Kwacha House, Cairo road.

Registering a Company in Zambia

You need to visit PACRA offices to register a company in Zambia. You will be given some forms which you need to fill. To start the process of company registration in Zambia, you will need the following:

  • K83 for application of name clearance.
  • At least two company directors.
  • Four copies of articles of association.
  • Company registration fees.
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You will need to fill in the following forms:

  • Companies Form 2: Application for a Private Limited Company or Public Limited Company.
  • Companies Form 5: For consent to act as a director or secretary.
  • Companies Form 11: It is a declaration for company compliance.

You can expect to pay K332 and 2.5% of the capital as registration fees. The full list of company registration fees is here. Once you are through with the application, you need to submit it to Zambia Revenue Authority (ZRA) for tax registration and National Pension Scheme Authority (NAPSA) for registration as an employer.

Foreign Company

A company registered in another country and wishes to have a branch office in Zambia is considered a foreign entity. Foreign companies need to have a resident manager or director within Zambia. Such branch offices need to submit tax returns and financial records. They are also required to pay corporate tax in accordance with the Companies Act.

To register a foreign company in Zambia, you need to fill out the following documents:

  • Companies Form 1: Application for name clearance.
  • Companies Form 2: Application for reservation of name.
  • Companies Form 38: Application for registration as foreign company.

Conclusion

Registering a company in Zambia is easier these days than how it used to be some years ago. This is because of the establishment of One Stop Shop where you can complete the company registration process as well as application for TPIN at the Zambia Revenue Authority desk and registration as an employer with National Pension Scheme Authority (NAPSA).

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