In this article, we shall address the steps to be taken by a foreign investor in order to set up a new company in Zimbabwe. As a commercial law firm in Zimbabwe, we operate as a one stop shop for foreign investors and are able to assist with all these processes from start to finish.
1. Identify a property within Zimbabwe
A new company will require an address within Zimbabwe for incorporation purposes. Accordingly, it is important to identify a property to purchase or rent which may be utilised as the Company’s registered address.
2. Identify a Zimbabwean resident to appoint as a director.
Companies in Zimbabwe may be 100% owned by foreign shareholders. There is, however, a requirement that at least one of the directors of a company must be a Zimbabwean resident. It is possible to request that one of the lawyers at your chosen commercial law firm in Zimbabwe act as a director.
3. Incorporate a company
As set out above, a company may be 100% foreign owned. Registration is done at the Department of Deeds, Companies and Intellectual Property, which is located at Century House East, Nelson Mandela Avenue, Harare.
4. Apply for an Investment Licence
All new foreign investments in Zimbabwe require an investment licence. An investment licence may be obtained from the Zimbabwe Investment Authority which is located at 109 Rotten Row, Harare, Zimbabwe.
5. Obtain a tax advice letter from Zimbabwe Revenue Authority (ZIMRA)
In order to register as a taxpayer at ZIMRA, one requires a bank account. However, in order to obtain a bank account, one requires an advice letter from ZIMRA. The letter may be obtained by attending at ZIMRA with original company registration documentation and the letter will be issued. The ZIMRA offices are located at Kurima House, Corner George Silundika and 3rd Street, Harare.
6. Open a bank account
As stated above, in order to register as a taxpayer at ZIMRA, a company requires a local bank account. An account may be opened by approaching any local bank.
7. Register company at ZIMRA
The next stage would be to register the company as a taxpayer at ZIMRA and obtain a Business Partner number (BP Number). A BP Number is a company’s identification number for tax purposes. Registration as a taxpayer may be done online.
8. Register employees for tax
Once the company begins to employ personnel, it will be required to register as an employer at ZIMRA and register the employees for tax which is Pay – As- You – Earn (“PAYE”). In the event that the company wishes to employ foreign personnel, then the company may approach the Department of Immigration Control for facilitation and processing of residence and work permits (new and renewals) and visas.
9. Register for NSSA
Every business that has employees is required to register with the NSSA. The employer is required to apply for registration as an employer and submit the payroll schedule of all the employees in order for them to be registered and issued with a social security number for life. Although the NSSA has an office in every region, returns are prepared and submitted where the payroll is administered.
10. Register for VAT
Every company which has revenue of US$60,000 per annum or more is required to register as a VAT vendor in Zimbabwe. In the event that a company would like to register as a VAT vendor before this threshold has been met is if the company can present ZIMRA with a signed and confirmed contract in the sum of US$60,000 per annum or more. Alternatively, a company may register for VAT after 6 months if the company can show that its revenue was US$30,000 or more in the 6 months and it will definitely make US$60,000 or more in the year.