Companies Face April 20 Re-Registration Deadline Under SI 108 of 2025

Zimbabwean companies must re-register on the electronic companies registry by April 20, 2026 under SI 108 of 2025 (image source)

HARARE — Government has set a firm deadline of Friday, April 20, 2026, for all companies and private business corporations to re-register on Zimbabwe’s electronic companies registry, following the gazetting of Statutory Instrument (SI) 108 of 2025 on September 26. Entities that fail to comply risk automatic deregistration and far-reaching legal consequences.

The electronic registry is provided for under Chapter V of the Companies and Other Business Entities Act (Chapter 24:31), enacted in 2019. Sections 279 to 291 allow for electronic registration, while section 303(9) requires existing entities to re-register within twelve months of the effective date by submitting prescribed forms, fees and documentation, while retaining their current names. Any change of name is only permitted after re-registration, in line with section 26.

Although the Act became effective on February 13, 2020, the current re-registration exercise is intended to clean and modernise the national companies register. Authorities say the process will remove defunct or inactive entities and ensure that only compliant, operational businesses remain on record. Under section 10 of the Act, a company may be deemed defunct if it has failed to submit statutory returns, appears inactive, or is no longer carrying on business.

Government has warned that non-compliance will trigger immediate consequences. Companies that have not filed annual returns, updated director or shareholder information, or maintained statutory records may be struck off the register. Deregistration strips a company of its legal personality, meaning it can no longer trade, enter contracts or hold property in its corporate name. Directors and officers may face personal liability for obligations incurred, while continued trading after deregistration could expose them to civil or criminal sanctions.

Officials note that once outstanding statutory returns are brought up to date, the re-registration process itself can take as little as seven days. However, entities that miss the April deadline will be deregistered automatically, without further notice, and their names will become available to new applicants.

Business associations and corporate law practitioners are urging firms to treat the deadline as urgent. Recommended steps include confirming that annual returns and tax filings are current, verifying director and shareholder registers, preparing certified identification and proof of address for officers, and settling any outstanding statutory fees. Dormant entities are being advised to either regularise and re-activate their status or pursue voluntary winding-up to avoid the reputational and legal risks of forced deregistration.

For the private sector, the exercise is both a compliance obligation and a reform opportunity. A clean, accurate electronic register is expected to improve transparency, support investment and reduce administrative friction. But the window for action is narrowing, and companies that delay risk being locked out of the formal economy after April 20, 2026.