Companies Act, 1994

Companies must let required records be inspected during business hours and provide copies on request, with limits on charges and inspection hours.

A company must display its name at specified places and show its name and number correctly on business documents and negotiable instruments.

A company must have a common seal with its name and the words “common seal” in legible Roman letters, and it must not use the seal unless authorised by a directors’ resolution or a specifically empowered directors’ committee.

A company may use an official seal outside Zambia if allowed by its articles, may authorise an agent to affix it, and the person affixing the seal must certify the date and place.

A company may execute certain contracts or instruments without a seal, through its secretary, a director, or another director-authorised person.

A bill of exchange or promissory note is treated as made, accepted, or endorsed on behalf of a company when it is done in the company’s name or on its behalf by a person acting under the company’s express or implied authority.

A company may authorize a person, by writing under its common seal, to sign deeds on its behalf outside Zambia.

A document may be served on a company by leaving it at the company’s registered office or by personal service on a director or secretary.

A company may serve documents on certain members and related persons, using personal delivery, registered post, or leaving the document with an adult at the address.

A company remains liable for an officer’s or agent’s acts even if the officer or agent acted fraudulently or forged a document.

This section defines who counts as a company director and sets rules for collective action and signing. It also makes it an offence for an unappointed person or a company to hold someone out as a director in certain cases, with a fine of up to 500 monetary units on conviction.

A company must have at least two directors.

A company must have a secretary, and the secretary must meet the residency or incorporation requirement in Zambia.

This section sets rules for appointing, retiring, replacing, and paying company directors.

A person cannot be appointed or remain a company director if disqualified, under disability, bankrupt, or barred by a court order, and written consent is required before appointment.

A company registered in Zambia must have at least half of its directors resident in Zambia.

A director usually does not need to be a company member or hold shares, but if the articles require a share qualification, the director must obtain it within the stated time or lose office.

A director may resign by written notice to the company, and a director’s office becomes vacant in specified circumstances.

A company may remove directors by ordinary resolution, but only with advance notice and with the director given certain rights to be heard and to circulate a statement.

A director may appoint a non-director as an alternate director, subject to the articles and directors’ approval. The appointment must be in writing and lodged with the company. The alternate gets meeting attendance and one vote when the appointing director is absent, but there are limits on multiple appointments, re-appointment, remuneration, shares, and resignation or termination.

The directors may appoint a managing director from among themselves, and may revoke the appointment subject to any agreement. The managing director is not subject to retirement by rotation while in office, but the appointment ends automatically if the person stops being a director. The managing director is entitled to remuneration as determined by the directors, subject to any agreement.

Directors manage the company’s business and have several powers over company operations and instruments.

Company directors must not sell substantial company assets, issue new shares, or create share acquisition rights unless approved by ordinary resolution, with stated exceptions.

This section sets rules for directors’ meetings, voting, delegation, and written resolutions.

Directors with an interest in a company contract must disclose the nature and extent of that interest at the required meeting, and they cannot count in the quorum or vote on that business.

A third party may disclose conflicts of interest when entering a transaction with a company.

A company may enter certain higher-value transactions only if approved by a simple majority of members.

Companies in scope generally must not lend to directors or give guarantees or security for directors’ loans, subject to stated exceptions.

A director who has inside information about the value of the company’s shares or debentures must disclose it before buying or selling them, or the deal may be voidable.

This section defines “payment” for this Division and sets presumptions about service agreements and payments linked to transfers or offers.

A company or person must not make certain payments to directors or former directors unless the payment details are disclosed to members and approved by ordinary resolution.

In takeover-bid share offers, a director or former director receiving a related payment must help ensure the payment details go with the offer notice; failure can be an offence with a fine.

Section heading for a register of directors and secretaries.

Companies must keep a register of directors and secretaries, and directors or secretaries must give written notice to the Registrar of relevant matters.

Companies must keep a register of directors’ and the secretary’s share and debenture interests, and directors must supply the needed information.

A company must notify the Registrar within 21 days after changes to directors, the secretary, or the register details, and must state that any new director or secretary has given written consent.

If one director is named in letters or similar documents, all directors must be named.

A company covered by this section must not put directors’ names on certain business documents unless it also shows each director’s Christian name or initial and surname in legible characters.

A limited company’s articles may make directors’ or managers’ liability unlimited, and anyone taking that office must first sign a statement accepting that risk.

A requirement or authorization to act by or to a director and the secretary is not met if the same person acts as both.

The court may bar certain convicted or culpable persons from managing a company for up to five years, unless the court later gives leave.

A company director or other officer must not assign their office to another person.

An act done by a director, the directors, or the secretary is not invalid just because a director, secretary, or committee member had a defect in appointment or qualification.

A company must not indemnify or compensate its directors or other officers for liability from negligence, default, breach of duty, or breach of trust, except for certain defence costs or liabilities in successful or acquitted proceedings.

The court may order meetings to consider a compromise or arrangement between a company and its creditors or members, and if approved the company must file and circulate the order and may face fines for non-compliance.

The company must prepare and send a statement about a compromise or arrangement, and some notices must include or mention how to get that statement.

If a court-approved reconstruction or amalgamation order is made, affected companies must lodge a copy with the Registrar within 15 days. Failure to comply is an offence and can lead to a fine.

This section lets a transferee company compulsorily acquire minority shares after a qualifying takeover offer, if the stated conditions and ownership threshold are met.

After a takeover share transfer, the transferee company must notify remaining shareholders if it ends up holding more than three-fourths of the shares, and those shareholders may require it to buy their shares.

A member can ask the court for orders if company conduct is oppressive; the court may grant remedies, and later non-compliance can be an offence.

This section defines several terms used in this Part, including documentary agent, established place of business, existing foreign company, foreign company, local director, and registered principal office.

This section defines when a foreign body corporate has an established place of business in Zambia, and when certain agency, broker, or subsidiary offices do not count as one.

This section defines a foreign company’s financial year and accounting dates, and lets a foreign company change an accounting date if it files notice with the Registrar and keeps the financial year within fifteen months.

This section says the Act applies to an existing foreign company as though it had been registered under the Act.

The Registrar must maintain a register of foreign companies.

An external company may register as a foreign company by lodging the required application and documents with the Registrar.

A company formed outside Zambia must apply for registration as a foreign company within 28 days after it sets up or acquires a business place in Zambia.

A foreign company must file a prescribed notice with the Registrar when specified registered particulars change, and sometimes attach the affected person’s signed consent.

A foreign company must keep at least one local director in Zambia and the company must not appoint an unqualified person as local director.

A foreign company must identify each local director in specified business documents, keep a register of local directors, and the Registrar may exempt the company from the document-identification rule by Gazette notice.

A foreign company may be served documents in several specified ways, and service generally remains effective for two years after it stops being registered as a foreign company (except paragraph (d)). Courts keep their own power to direct how service is done for court proceedings.

Foreign companies must file annual accounts and an auditors’ report with the Registrar within three months after each financial year, and may need to file a certified copy and English translation within 28 days after member circulation requirements are met.

A foreign company must keep, retain, format, store, and make available its accounting records in the required way, and may be exempted by the Registrar in special circumstances.

Foreign companies must use a Zambia name rule tied to their incorporation name, unless the Registrar permits a different one or directs a new name.

A foreign company’s name is treated as including specified words about incorporation and limited liability, except for business correspondence sent outside Zambia.

Section 99 applies to a foreign company with specified wording changes.

A foreign company must notify the Registrar within 28 days if it is wound up, enters voluntary winding-up steps, or ceases to exist; if dissolved, its documentary agents and local directors must file the notice. After winding-up starts, the company must mark later Zambian invoices, orders, and business letters with a statement that it is being wound up. A person who keeps doing business in Zambia for a dissolved foreign company commits an offence and faces a daily fine.

A foreign company’s undertaking in Zambia may be wound up under this section, and the court can order winding-up on specified grounds and validate transactions in Zambia in some cases.

A foreign company that stops having an established place of business in Zambia must file a notice with the Registrar within 28 days and keep a documentary agent for two years.

Foreign companies, and some related officers or agents, can commit an offence if they fail to comply with obligations under this Part; fines can reach 500 monetary units, and a court may relieve a disability from failure to lodge documents.

Foreign companies are covered by Part VI, and their registered public-offer prospectuses must include specified company details; the Registrar may waive or modify Part VI on request.

A non-Zambian company’s prospectus for a public invitation to buy shares or debentures must include specified company details; the Registrar may also waive or modify Part VI on request.

For this Part, “member of a company” also includes a person claimed or alleged to be liable to contribute to the company’s assets in a winding up, unless the context requires otherwise.

A company wound up under this Part may be wound up by the court or voluntarily.

The winding-up rules in this Act do not apply to a winding-up that began before the Act started.

On winding-up, members may have to contribute to the company’s assets to cover debts, winding-up costs, and adjustment of members’ rights, subject to section 266.

Members cannot be required to contribute more than the unpaid amount on their shares, or more than the amount promised in a guarantee, depending on the company type.

A member’s liability becomes a debt when the liability starts, and payment is due when calls are made to enforce it.

If a member dies or becomes bankrupt, the personal representative or trustee must handle the member’s liability to contribute to the company, and payment can be enforced against the estate if needed.

The court may wind up Zambian companies and certain foreign companies that are registered in Zambia or have business, undertakings, or assets in Zambia.

This Division applies when a company is being wound up by the court.

This section says who may petition the court to wind up a company, and it limits when a member or contingent/prospective creditor can do so.

The court may order a company wound up on certain grounds, including insolvency, inactivity, member numbers falling below two, or it being just and equitable.

This section sets when a company winding-up is treated as having started.

A petitioner for a winding-up order must, at their own cost, carry on the winding-up proceedings until a liquidator is appointed; the liquidator generally must reimburse taxed costs from company assets unless the court orders otherwise.

The court may take several actions when hearing a winding-up petition, and it cannot refuse a winding-up order only because the company’s assets are mortgaged, exhausted, or unavailable for members.

After a winding-up petition is presented and before a winding-up order is made, the company, a creditor, or a member may ask the court to stay or restrain proceedings against the company, and the court may grant that relief on terms it thinks fit.

After winding-up begins, dispositions of company property, transfers of shares, and changes in members’ status are void unless the court orders otherwise.

Attachments, sequestration, distress, or execution against a company's estate or effects after a court winding-up begins are void.

The petitioner must file, serve, and deliver copies of a winding-up order within 15 days, and the Registrar must publish notice in the Gazette within 15 days after receiving the order copy.

The court may appoint a provisional liquidator after a winding-up petition is presented and before a winding-up order is made.

After a winding-up order is made or a provisional liquidator is appointed, actions or proceedings against the company may only continue or start with court leave.

The court can appoint or direct the appointment of a liquidator, and the official receiver becomes liquidator in some default situations.

A non-official-receiver liquidator cannot act until they notify the Registrar and provide required security, and must help the official receiver with information and access.

The official receiver supervises liquidators in court windings-up and can investigate, question, and recommend further action.

Liquidators are entitled to remuneration, set by agreement, creditor resolution, or the court; the official receiver may also be paid when acting as liquidator or provisional liquidator.

When a winding-up order is made or a provisional liquidator is appointed, the liquidator must take the company’s property into custody or control. The court may order property to vest in the liquidator, and the liquidator must lodge or deliver copies of the order within 15 days. Failure to comply is an offence punishable by a daily fine.

The company must prepare and submit a statement of its affairs to the liquidator within 3 months of the liquidator’s appointment, unless the court directs otherwise.

A liquidator must report on the company’s affairs and property in liquidation within six months after receiving the statement of company affairs, unless the court allows more time.

The liquidator may carry on the company’s business and take a wide range of steps needed to wind it up, sometimes only with court or committee authority and under court control.

The liquidator must follow creditor or member directions when administering and distributing company assets, may summon meetings, and may ask the court for directions.

A liquidator may apply to court to be released, or to be released and have the company dissolved, once the listed liquidation steps are completed or if the liquidator has resigned or been removed.

The court may deal with a liquidator’s release or dissolution order, and the liquidator must lodge a copy of the order within 21 days with the Registrar and official receiver.

If the court orders a company to be dissolved, the Registrar must remove its name from the register and publish notice in the Gazette; the company is then dissolved when that notice is published.

The liquidator may call separate meetings of creditors and members, and must do so if any creditor or member requests it.

This section sets out how the committee of inspection is formed, how it meets, how it may act, and how members can resign, be removed, or be replaced.

The court may stay winding-up proceedings on application, and the company must lodge a copy of any stay order within 21 days.

A liquidator may ask the court to appoint a special manager. The special manager must give security and account as the court directs, is paid as the court fixes, may resign with one month’s written notice to the liquidator, and may be removed by the court for cause.

The court may set a deadline for creditors to prove claims, must adjust members’ rights and distribute any surplus, and may order how winding-up costs are paid if assets are insufficient.

After a winding-up order, the court may order inspection of a company’s books and papers by creditors and members.

The court may summon and examine people connected with a company, require production of company-related books and papers, and in some cases order a person to be brought before the court.

The court may order a public examination in a liquidation, and the person examined must answer the court’s questions on oath.

The court may order arrest and seizure of a company member, officer, former member, or former officer who appears likely to leave Zambia, abscond, or hide property to avoid payment or examination.

Court powers under this Act add to, and do not limit, other powers to start proceedings to recover debts or other sums from a company member, debtor, or their estate.

This Division applies to every voluntary winding-up of a company.

A company may be wound up voluntarily if it resolves to do so, but it must file the resolution with the Registrar within 7 days, and the Registrar must publish notice in the Gazette within 7 days after lodgement.

A voluntary winding-up starts when the resolution for voluntary winding-up is passed.

When a winding-up starts, the company must stop carrying on business unless the liquidator thinks continued business is needed for the beneficial winding-up.

Directors may make a written declaration of solvency before notice of a voluntary winding-up meeting is sent, but the declaration only works if timing and lodging conditions are met.

This section is titled “Provisions applicable only to members' voluntary winding-up.”

This Division applies only to a company’s members’ voluntary winding-up.

After winding-up starts, the company must appoint one or more liquidators, and it may set their pay.

If the liquidator thinks the company cannot pay its debts in full in time, the liquidator must call a creditors’ meeting, present the company’s assets and liabilities, and later notify the Registrar and official receiver of the meeting and its decisions. Creditors may choose a different liquidator at that meeting.

This section lets a company in voluntary winding-up seek a court stay, requires notices and filing steps, and gives affected parties a hearing right.

This section concerns provisions that apply only to a creditors’ voluntary winding-up.

This Division applies only to a company’s creditors' voluntary winding-up.

When a company is going into voluntary winding-up without a declaration of solvency, it must convene and notify a creditors’ meeting and provide specified information.

Creditors may create a committee of inspection for a company winding-up, and the company may also appoint members, each up to five people.

The committee of inspection, or the creditors if there is no committee, may set the liquidator’s remuneration. When a liquidator is appointed, the directors’ powers pass to the liquidator and the directors’ powers and authority stop, unless continuation is sanctioned.

After winding-up starts, certain actions against the company stop, and court leave is needed for any action or proceeding to continue or begin.

This section is titled “Provisions applicable to every voluntary winding-up.”

This Division applies to every voluntary winding-up of a company.

When a company is wound up, its property must first be used to pay liabilities pari passu, then any remaining property is distributed to members according to their rights and interests, unless the articles provide otherwise.

The court may appoint or replace a liquidator, and members, creditors, or the liquidator may ask the court to review the liquidator’s remuneration before the company is dissolved.

Liquidators may exercise certain court-winding-up powers, but some actions need approval depending on the type of voluntary winding-up.

A liquidator may, with the required approval, take shares or similar interests instead of cash for a sale of company property, and may make other member-benefit arrangements.

If a winding-up lasts more than one year, the liquidator must call the required annual meetings and present an account of actions and dealings; if the liquidator fails to comply, there is an offence and a daily fine may apply.

After a company is fully wound up, the liquidator must prepare a report, call the required meetings, publish notice of those meetings, and file a return. If the liquidator does not comply, the liquidator commits an offence and may be fined.

A winding-up arrangement binds the company and creditors if approved by the required special resolutions; creditors or members may appeal within 21 days, and the court may settle disputes or change the arrangement.

The liquidator, a member, or a creditor may apply to court about winding-up questions or powers; the court may grant the request if it thinks the result would be just or beneficial.

Proper winding-up costs, including the liquidator’s remuneration, must be paid from the company’s assets before other claims.

If a court petition has already been filed to wind up a company because it cannot pay its debts, the company cannot choose voluntary winding-up unless the court allows it.

Heading for provisions that apply to every mode of winding-up.

This Division applies to every winding-up of a company.

During a winding-up, the court may order a creditors’ meeting to be held and run as it sees fit.

This section says who counts as a creditor for a creditors’ meeting, how creditor votes are allocated, and that 14 days’ notice of the meeting must be given.

A person who wants to act as a liquidator must apply to the Registrar for accreditation, and the Minister must set the qualifications and certificate process.

A liquidator’s acts remain valid even if a later-discovered defect exists in the liquidator’s appointment or qualification.

A liquidator must keep proper books, act in good faith, avoid secret profit and conflicts, and give advance notice before disposing of company assets unless directed otherwise.

The official receiver may, in certain liquidation cases with no committee of inspection, do acts or give directions or permissions that the committee would otherwise handle.

A person aggrieved by a liquidator’s act or decision may apply to court, and the court may confirm, reverse, or modify it and make any just order.

A liquidator must notify the Registrar and official receiver of the appointment, office address, postal address, any changes to those details, and resignation or removal.

A liquidator must file periodic accounts and a winding-up statement, keep copies available for inspection, notify creditors and members, and cooperate with audits.

When a company is being wound up, relevant invoices, goods orders, and business letters must include the words “in liquidation” after the company name the first time it appears.

If a company is wound up, the liquidator must keep certain books and papers for seven years after dissolution, and some of them may be destroyed only under specified directions.

If a company in liquidation has surplus cash, the committee of inspection may let the liquidator invest it or place it on deposit, unless the court orders otherwise.

A liquidator must pay certain unclaimed company money to the official receiver; the court can also order accounts, audits, and payment, and claims can be reviewed or appealed.

A liquidator must not incur winding-up expenses unless there are sufficient available assets, unless the official receiver directs otherwise.

The court may consider members’ or creditors’ wishes in a company winding-up and may call and manage meetings to find out those wishes.

In a winding-up, contingent debts and claims against the company can be proved, with a just estimate of uncertain value. The same rules also apply, subject to section 346, in the winding-up of an insolvent company.

In a winding-up, certain debts must be paid ahead of other unsecured debts, including liquidation costs, employee amounts, some taxes and rates, and related insured third-party payments.

A liquidator is entitled to a fee based on a percentage of the company’s gross liquidation proceeds, subject to any prescribed cap.

When a company is wound up, certain property-related transactions may be void or voidable in the same way they would be in an individual bankruptcy, and a transfer of all company property to trustees for all creditors is void.

A floating charge created within 12 months before winding-up is invalid unless the company was immediately solvent after the charge was created.

A liquidator may recover an overvalue amount for certain company purchases or sales made with a director-related person or company within two years before winding-up starts.

A liquidator may disclaim certain burdensome company property with leave of the court or committee of inspection, but must follow notice and time limits.

A creditor who has levied execution or attached a debt before a company is wound up may lose the benefit against the liquidator unless the execution or attachment was completed in time; a buyer in good faith at a sheriff’s sale gets good title, and the court may relax the liquidator’s rights in the creditor’s favour.

The sheriff must handle a company’s goods taken in execution according to the section’s winding-up rules, including delivering them to the liquidator in some cases, deducting execution costs, and paying over the balance after a short holding period.

Certain company officers or members involved in a winding-up commit an offence if they fail to disclose or hand over company property and records, conceal or falsify assets or documents, or commit related fraud; receivers of property in offending circumstances are also guilty.

A person must not give, agree to give, or offer valuable consideration to a company member or creditor to secure appointment as liquidator.

Officers or members of a company being wound up must not destroy, alter, falsify, or make false entries in company records with intent to defraud or deceive; doing so is an offence punishable on conviction by a fine, imprisonment, or both.

If a company is wound up and it failed to keep required accounting records in the two years before winding-up, each defaulting officer commits an offence unless the failure was honestly excusable.

An officer of a company commits an offence if they help the company take on a debt while having no reasonable basis to think the company can pay it.

During winding-up, the court may investigate delinquent officers and related persons and order repayment, restoration, interest, or compensation.

In a winding-up, the liquidator and certain company insiders must report suspected criminal offences to the Director of Public Prosecutions, and they may have to assist any prosecution.

An officer of a company that later goes into winding-up commits an offence if they use fraud against creditors or company property.

The Registrar may strike a defunct company off the register after notice and waiting periods if the company does not show cause.

The court may declare a company’s dissolution void within two years, and the applicant must file the order with the Registrar and official receiver within seven days unless the court allows more time.

After a company is dissolved, the Registrar may act for it in limited administrative matters and may sign relevant documents.

This provision is about winding up other bodies corporate.

This section applies the Part, with necessary modifications, to non-company bodies corporate incorporated in Zambia, except where another Zambian written law already makes specific winding-up rules for them.

Defines “external company” and lets the court in a winding-up order, or on the liquidator’s later application, validate transactions in Zambia and set terms and conditions.

The Agency administers this Act.

The Registrar must carry out the powers and duties assigned by this Act and the Patents and Companies Registration Agency Act, 2010.

The Agency’s seal must be used for this Act, and impressions of that seal are to be treated as judicially noticed.

The Registrar must keep the required registers and lodged documents, and make company records available on request within two hours as far as practicable.

The Registrar must register required filings, but only after any prescribed fee is paid and the filing meets the Act’s formatting and lodging requirements.

The Registrar can extend lodgement time limits, accept late filings on payment of a prescribed additional fee, and may reduce or waive that fee in some cases.

Documents or registers that this Act requires to be prepared, kept, maintained, or lodged must be in English. If the Registrar approves lodgement of a document that is partly or fully in another language, the Registrar may require a certified English translation to be attached.

The Registrar may issue notices for this Act and must take reasonable steps to make them reach the widest possible audience.

If a document must be in the prescribed form, the Registrar must accept it for filing and registration if it has all required information and only inessential differences from the prescribed form.

A person may inspect registered documents by paying the prescribed fee, and the Registrar must provide certified incorporation/share-capital certificates or copies of registered documents on payment of the appropriate prescribed fee.

Courts must accept certified copies or extracts from Registrar-registered documents as equally valid to the originals, and must take judicial notice of the Registrar’s office.

The Registrar may inspect a company’s required books after 14 days’ written notice, and the court may order compliance if a body corporate or certain officers keep failing to lodge required returns, accounts, documents, or notices.

Regulations may set fees for the Registrar’s work and document inspections, the Registrar may remit late-fee amounts, and the Minister may exempt payment of prescribed fees by statutory instrument.

Section 378 has been repealed.

A person aggrieved by a Registrar’s decision may appeal to the court within 14 days after notification, and the court may confirm, reverse, vary, or make other orders or directions.

The Registrar may order companies or certain related persons to provide specified information or statistics, and the response must not be due earlier than 14 days after notification.

A person who knowingly makes a false material statement in a required return, report, certificate, account, or similar document commits an offence and can be fined, imprisoned, or both.

A person who is not a qualifying body corporate must not trade or do business in Zambia using certain names like "incorporated", "corporation", or "limited" (or similar forms).