Company Registration in Zambia

The Company Registration in Zambia Guide for Business Owners

Business owners desiring to register a company in Zambia have the opportunity of financial incentives readied by the Zambian government. The attraction is up to zero per cent tax rate on profits applicable to companies with projects in the Multi-Facility Economic Zone, rural areas and industrial parks. If you’re looking to invest in manufacturing, education & skills training, textile production or floriculture, there could be an inviting opportunity for a company registration in Zambia.

Types of Companies in Zambia

There are several types of companies available for registration in Zambia. The following is a general guideline to understand each company’s requirement, function, or usage.

Company Type	Features
Sole Proprietorship	Owned by a single individual No separate liability between the business and the owner Registered only when the trading name is different than the individual name
Partnership	Formed and operated by two or more individual Partners are jointly liable for the company’s debts and obligations There is no need for a partnership agreement, but it is advisable to have
Private Limited Companies Minimum capital amount is ZMW15,000 Minimum two shareholders Minimum two Zambia resident directors	Limited by Shares Not allowed to offer shares to the public No activity restriction as long as it complies with laws Limited by Guarantee Minimum guarantee amounts to ZMW15,000 Members sign a guarantee agreement Non-profit for management or members Unlimited Company Members are personally liable for the company’s debts and liabilities Taxable entity
Public Limited Companies	Minimum share capital is ZMW1,500,000 Issue shares to the public

Documentation To Prepare

Once you decide on the company type you want to register in Zambia, we will prepare the documentation and send it to the Patents and Companies Registration Agency (PACRA). The authority is the body responsible for approving company registration in Zambia.

Among the usual documentation that needs legal assistance would be drafting the articles of association. If your company has unique needs, include them in the Articles of Association. In Zambia, these are considered non-standard articles. A standard Articles of Association is a template available on the PACRA website.

Besides the articles of association, our local experts will also identify an office location suitable for your business. It is a requirement in Zambia for companies set up in the country to have a physical registered address. We will also require you to provide us with shareholders’ passports and identification cards. If you already have two Zambian residents as your directors, we also need their valid identification. Otherwise, we will help to include two Zambia resident directors in your company.

Steps for Registration

Let’s now walk through the steps for company registration in Zambia:

Get A Name Clearance

We would help you begin with a company name search, clearance and reservation with PACRA. It is advisable to propose a maximum of three names to PACRA. The name search ensures your company name is not similar to any registered company in Zambia. Once we resolve this step, PACRA will provide a name clearance certificate and choose to reserve it while we get your company registration in motion.

Get A Declaration of Compliance

A declaration of compliance is necessary, and the form is available at PACRA. A commissioner of oath must sign the declaration of compliance.

Register The Company

We will compile documents to register your company, including a completed application for Application for Incorporation (Form 2), a Declaration of Consent to act as a Director or Secretary (Form 5) and a Declaration of Compliance (Form 11). The name clearance certificate will also be part of these documents.

Once approved, PACRA will issue a Certificate of Registration. With this certificate, we will continue registering your company with the Zambia Revenue Authority for tax purposes. After that, we register with the National Pension Scheme Authority for social security matters.