Zimbabwe in Focus
In Zimbabwe, the main business entities recognized under the Companies and Other Business Entities (Chapter 24:31) (The Act), are as follows:
a. Private limited companies (Ltd): This type of company:
- restricts the right to transfer its shares;
- limits the number of its members to fifty, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment and have continued, after the determination of that employment, to be members of the company;
- prohibits any invitation to the public to subscribe for any shares or debentures of the company; and
- is not permitted to have more than fifty shareholders.
b. Public Limited Company (PLC):
- no restriction on the maximum number of shareholders or the right to transfer its shares freely.
- it can offer its shares and debentures to the public
- must appoint a Company Secretary who is a professional with requisite experience.
c. Companies limited by guarantee (CLG):
- a company having no share capital; and
- the liability of its members is limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up.
d. Co-operative Company (CC)
- restricts the right to transfer its shares;
- provides that its ordinary shares shall be of one class only; and subject to Act, fixes a limit to the number of shares which may be held by any one member;
- regulates the voting rights of its members;
- limits the dividend which may be paid on its shares to a rate not exceeding ten per centum per annum on the amounts paid up thereon; and
- provides for the distribution of a part or the whole of its profits amongst its members on the basis of certain or all of their business transactions with the company
e. Foreign Company (FC)
- must have least fifty one percent of the shareholding in every company operating in Zimbabwe only provided that operations are confined to platinum and diamond-mining companies only;
- restricts the right to transfer its shares;
- limits the number of its members to fifty, not including persons who are in the employment of ,,the company and persons who, having been formerly in the employment of the company, were while in that employment and have continued, after the determination of that employment, to be members of the company;
- prohibits any invitation to the public to subscribe for any shares or debentures of the company;
- is not permitted to have more than 50 shareholders;
- every foreign company shall, within one month after the 1st January in each year, lodge with the Registrar for registration a return in the prescribed form containing particulars of the nominal and issued share capital of the foreign company as at that date and such other particulars as may be prescribed.
- every foreign company shall in every year make out a balance sheet and profit and loss account and, if the foreign company is a holding company, group accounts, in such form, and containing such particulars and including such documents as under this Act.
- if any foreign company ceases to have a place of business within Zimbabwe, it shall, within one month of such cessation, give written notice of the fact to the Registrar, and as from the date on which the notice is so given the obligation of the foreign company to deliver to the Registrar any document, save any document which should have been delivered prior to such cessation, shall cease.
f. Private Business Corporation (PBC)
- can accommodate sole traders;
- members are the same as shareholders or owners;
- companies cannot be shareholders or hold a member’s interest in a PBC, only individuals can be members;
- articles of association are not required;
- offers limited liability to its owners; and
- has a legal persona of its own apart from its owners
g. Partnership/ Association/ Joint Ventures/ Syndicate
- shall not exceed more than twenty members;
- no association of persons formed after the 1st April, 1952, for the purpose of carrying on any business that has for its object the acquisition of gain by the association or by the individual members thereof shall be a body corporate, unless it is registered as a company under this Act or is formed in pursuance of some other law, Letters Patent or Royal Charter.
- all members share both profits and liabilities.
The pre-formation steps for registering a private company are outlined in Statutory Instrument 46 of 2020 (Companies and Other Business Entities (Pre-Formation and Post-Formation Formalities) Regulations, 2020) (hereinafter referred to as “SI 46 of 2020”).
The following are the steps to register a company in Zimbabwe, the agency responsible for the registration of companies is the Registrar of Companies.
There are as follows;
- Section 10 of SI 46 of 2020 states that a person (applicant) seeking to form a private company shall ascertain whether a name is available for registration by submitting form CR 2 (“Name search”) together with the prescribed fee. The name search can also be done online on the following website: https://www.zimeservices.pfms.gov.zw.
- An account must be created on that website to enable you to submit the proposed company names for name search. It is ideal for you to submit at least five proposed company names.
- Once a form CR2 has been lodged at the Companies Office or the proposed company name(s) have been submitted online, the Registrar must consider the proposed company name(s) submitted and make a determination to either approve one of the proposed names or reject all the proposed company names. The Registrar will issue a form CV4 which confirms if the proposed company name has been approved or rejected. The Registrar may reject the proposed company name under the following circumstances:
- if the proposed name is identical or similar to another company or private business corporation already registered; or
- if the proposed name is likely to mislead the public; or
- if the proposed name is blasphemous or indecent or likely to cause offence to any person or class of persons; or
- if the proposed name suggests patronage of the Government or some other authority or organisation unless the consent thereof has been obtained; or
- if the proposed name is undesirable for any other reason.
- Where Form CV4 is issued confirming availability of a name, the applicant must within 30 days of receiving such notice submit in duplicate the following documents:
- Memorandum and Articles of Association;
- Two copies of form CR 5 (“Registered office address”);
- Two copies of form CR 6 (“List of directors and secretaries”); and
- Payment of the prescribed fee.
- If all the aforementioned documents are in order and the prescribed fee has been paid, the Registrar shall issue a certificate of incorporation.
Statutory Fees Paid to the Companies Office.
- Statutory Instrument 47 of 2020 (Companies and Other Business Entities (Fees) Regulations, 2020) prescribes the statutory fees to be paid to Companies Office for registration of a private limited company. At the present moment, the prescribed statutory fees for registering a private company are set out as follows:
- Name search fees – ZWD$80-00
- Registration of private company – memorandum & articles of association – ZWD$600-00
- Filing of form CR5 & form CR6 – ZWD$200-00
- Issuance of Certificate of Incorporation by the Registrar – ZWD$200.
- Therefore, the total amount payable to Companies Office for registering a private company is ZWD$1080-00. If you hire a consultant to attend to the company registration process, take note that the consultant will charge a professional fee in addition to the statutory fees.
- After the company has been registered the next step is to open a bank account, Bank Business founders must open a bank account before registration with the Tax Authorities. This usually takes 1 day with prescribes charges at the specified bank.
- Thereafter, register with the tax authorities for income tax/ pay-as-you-earn PAYE and value added tax. The Agency for doing this is the Zimbabwe Revenue Authority (ZIMRA).
- Upon formation, a company must register at the regional ZIMRA Office. A copy of the company’s certificate of incorporation is required for the Collector’s records, along with the memorandum and articles of association and a certified copy of the identification of the assigned public officer.
- The company will be issued a registration number, as well as the current tax tables and the PAYE receipt books. The P8 and P6 Forms now must be generated by the applicant and are not freely available. The ITF 16 Form must be completed in consultation with the Income Tax Office.
- According to Zimbabwe’s Finance Act (as amended), companies must now budget to pay all their company tax within the trading year. The tax must be paid as follows: 10% by the 25th of March, 25% by the 25th of June, 40% by the 25th of September, and the balance of the estimated tax for the tax year by the 20th of December.
- Firms with a turnover of US $60,000 must register for VAT with the ZIMRA. An application must be submitted for a Certificate of Registration (Form VAT 1), which, along with Forms VAT 2 and VAT 3, is found at ZIMRA Web site (www.zimra.co.zw).
- Firms with a turnover of less than US $60,000 may apply for voluntary VAT registration. This takes 4 days with no charge.
- Thereafter, register with the National Social Security Authority for Pension and Accident Prevention and Compensation Scheme. The Agency for this is the National Social Security Authority (NSSA). The employer and the employee must each contribute 3.5% of employee the gross monthly salary. This process takes about 1day (simultaneous with previous procedure) no charge.
- Thereafter register with the Manpower Development Fund Agency: Manpower Development Fund Employers must register with, and contribute 1% of their wage bill to, the state-run Manpower Development Fund. The fund allows employers to recover expenses when employees complete training. 1day (simultaneous with procedure 4) no charge.
- Pick up the form of license application notice from the City Health Department Agency : City Health Department The entrepreneur then retrieves the license application notice form from the City Health Department. This application can now be downloaded from the website and there is no longer a need to pay for its collection. 1 day.
In pursuit of reducing bureaucracy and enhancing ease of doing business in Zimbabwe, the government of Zimbabwe recently passed the Zimbabwe Investment and Development Agency Act (Chapter 14:37) (‘ZIDA Act’) which came into force on 7 February 2020.
The law aims to facilitate entry and implementation of investment projects; in addition, it co-ordinates investment programs and strategies. Most importantly it establishes the One-Stop Investment Centre which caters for representatives of entities that play a crucial role in licensing, establishment and operation of investments. These include the Immigration Department, the Zimbabwe Revenue Authority, the Environment Management Agency, the Reserve Bank of Zimbabwe, the Companies Office, the National Social Security Authority, the Zimbabwe Energy Regulatory Authority, the Zimbabwe Tourism Authority, and specialized investment units and other line ministries.
The “Zimbabwe is Open for Business” mantra is one such investment promotion strategy that the government is using to lure much needed foreign direct investment into the country. Zimbabwe’s ranking has improved on the Ease of Doing Business in the latest World Bank Annual Ratings due to its promulgation of the Companies and Other Entities Act [Chapter 24:03] as well as the creation of the One Stop Investment Services Centre which falls under the control and supervision of the Zimbabwe Investment and Development Agency.
Companies in Zimbabwe, whether wholly foreign-owned or indigenous, that are desirous of hiring a foreigner with special competence must ensure that the foreign national possesses a Temporary Employment Permit (TEP); in order to work in Zimbabwe.
A TEP is issued by the Department of Immigration in Zimbabwe. In terms of a TEP, work means any activity (paid or unpaid) but in the interest of any business undertaking operational in Zimbabwe. A TEP is valid for either six months or a year.
Persons Who Can Apply for a Temporary Employment Permit;
- Professionals offering scarce skills, which are not easily available in Zimbabwe.
- Journalist on assignments.
- Short term Temporary employment permit (12 months) – personnel on short contracts.
- Foreign Researchers – who must in the first instance, be cleared by the Research Council of Zimbabwe.
The requirements for obtaining a Temporary Employment Permit include;
- Fully completed residence permit Application Form (IF5)
- Temporary Employment Permit (TEP) Application Form
- Application letter addressed to the Chief Director of Immigration, requesting for permit
- Two passport size photos
- Curriculum Vitae
- Contract of employment
- Copies of academic and professional certificates
- Passport bio-data page
- Chest X-ray certificate
- Advert in a local newspaper
- Curriculum Vitae for two shortlisted candidates including their contact details
- Police clearance from country of residence (not older than 6 months)
- Curriculum Vitae of person identified to do understudy
- Professionals to be cleared by relevant authorities e.g Engineers to be cleared by the Engineering Council of Zimbabwe.
- Private Voluntary Organization Certificate from social welfare for applicants under Non-Governmental Organizations (NGOs)
- Support letter from line Ministry for Government supported projects or where companies were granted National Project Status
- Support letter from Relevant Regulatory Authority/Ministry
- Company profile
- Certificate of Incorporation
- Memorandum and Articles of Association
- CR6 (registered office address)
- CR14 (list of directors)
- Valid Zimbabwe Investment Authority (ZIA) Licence
- ZIMRA Tax clearance certificate
- Site map and directions from the nearest town
- Mining companies to submit Environmental Impact Assessment certificates from Environmental Management Agency (EMA) and claim certificates from Ministry of Mines
- Current list of all expatriates and local employees (include NSSA numbers, ID numbers and contact numbers)
- Statutory fee of USD$500 and USD$300 per family dependent, all non-refundable
- Applications are to be in duplicate
All Copies of all documents are to be sufficiently authenticated, those from outside Zimbabwe are to be notarized in the prescribed manner whilst those from within may be certified by commissioners of oaths.
– All translations to be in English and the copies of original documents to be tendered
– Translations to be done by reputable institutions (preferably government entities)
– All extensions to be done three (3) months prior to expiry of current permit.
(b) Investor Residence Permit
In order to lawfully take up residence in Zimbabwe, foreign investors are required to obtain an Investor Residence Permit from the Department of Immigration.
The application requirements are as follows:
- Two certified passport size photographs of the applicant;
- A certified copy of the investment certificate from the Zimbabwe Investment Authority;
- The individual’s brief biography, clearly stating the applicant’s background in education, employment, investment in the country of origin and other pertinent issues;
- The applicant’s recent banking history in the form of bank statements from the country of origin;
- Proof of ready and sufficient funds available for transfer in furtherance of the venture;
- Proof and value of any equipment to be transferred for use by the joint venture company in its operations;
- Two fully completed Residence Permit application forms which must be attested by a commissioner of oaths or a notary public;
- The Certificate of Registration/Incorporation of the joint venture company;
- A copy of the project proposal;
- A copy of the applicant’s birth certificate;
- The applicant’s recent chest X-ray certificate;
- Proof of residential status of the indigenous partner in the mining venture;
- The applicant’s recent police clearance from the country of origin;
- A letter addressed to the Principal Director of Immigration requesting the issuance of the Investor Residence Permit;
- An indigenisation clearance letter from the Ministry of Youth Development, Indigenisation and Economic Empowerment;
- A statutory fee of US$500.00.
Where all documentations are in order, the turnaround time for the processing of the Investor Residence Permit is about six (6) weeks. In instances where the investor is to bring in foreign labour for the joint venture, the particular expatriate will be required to first obtain a temporary employment permit from the Department of Immigration before he may commence working for the joint venture company in Zimbabwe.
(c) Business Visitor’s Visa
The Zimbabwe Business Visitor’s s Visa is issued to individuals who intend to travel on business purpose. Individuals applying for Zimbabwe visa, should be having a source of income or an established business outside Zimbabwe. A business visit may be granted for a period of thirty (30) days and is non-renewable. This may be granted to personnel coming in business for Consultancy work. Installation and back up service for machinery purchase outside Zimbabwe by local companies can also be issued to business persons scouting for business in Zimbabwe.
To apply for this Visa, the following is required;
1. Completed Visa application form
2. Non-refundable application fees as reflected below
3. Two passport size photographs
The Single Entry visa is US$30.00 and for Double Entry Visa it is US$45.00 and for Multiple Entry Visa it is US$55 (To be supported by a letter).
(d) Investor License
Any investor wishing to obtain the approval of ZIDA for their existing or projected investment outside a special economic zone, for the purposes of securing the protections accorded by the ZIDA Act to the investment must apply for an investment license.
The process is as follows;
- An application is made to the ZIDA and shall be accompanied by the prescribed fee and such documents as the ZIDA may require.
The Chief Executive of the Zimbabwe Investment Development Agency is statutorily empowered without delay, to either approve or refuse an application for an investment license. The Chief Executive is also empowered at his or her discretion, to refer any application for an investment license to the Board for its advice or recommendation thereon; or impose such conditions on the issuance of an investment license as he or she considers fit.
An investment license other than one for investment in a special economic zone shall be for a period fixed by the Zimbabwe Investment Development Agency from the date of issue. An investment license for investment in a Special Economic Zone shall be for a period of ten (10) years.
Local Content Provisions
The ZIDA Act applies to both foreign and domestic investments established in accordance with the laws of Zimbabwe. The Act allows investors to invest in any and all sectors of the economy. Foreign investors can have unrestricted foreign ownership in open sectors except in businesses involved in the extraction of diamonds and platinum, where 51% ownership is reserved for local investors.
Also, foreigners cannot invest in sectors reserved for locals unless their investments contribute to significant and sustainable employment creation in Zimbabwe, transfer skills and technology for the benefit of Zimbabweans, create sustainable value chains or meet other socially and economically desirable objectives. Investors are free to invest in any sector save for those reserved for locals. The following sectors are reserved for investment by indigenous Zimbabweans
- agriculture – primary production of food and cash crops;
- transportation – passenger buses, taxis and car-hire services;
- retail and wholesale trade;
- barber shops, hairdressing and beauty salons;
- employment agencies;
- estate agencies;
- valet services;
- grain milling;
- tobacco grading and packaging;
- tobacco processing;
- advertising agencies;
- milk processing
- provision of local arts and craft, marketing and distribution.
However, foreigners are not entirely precluded from investing in these sectors and in exceptional circumstances line Ministers have the discretion to decide subject to the approval of Cabinet. Thus it is entirely at the Minister’s discretion to decide which level foreigners can invest and to what extent.
Labor relations in Zimbabwe are governed by the Labor Act (Chapter (28:01) and the applicable Sector codes as well as the Statutory instruments. The responsibility for adherence to the Labor Act and related aspects normally rests with the Human Resources Department of each organization.
Expatriates working in Zimbabwe must hold a valid work permit and a residence permit approved by the Chief Director of Immigration. Expatriates intending to work in Zimbabwe for a period less than six months must obtain a Temporary Employment Permit (TEP).
There is no restriction on the number of foreigners that an investor may employ. The investor is, however, required to motivate that the required skill cannot be sourced from within Zimbabwe. Expatriates are expected to be understudied by Zimbabweans and training programs are to be conducted for local staff. In terms of Zimbabwe’s employment legislation, an employee may be seconded to Zimbabwe, but a temporary work permit will be required.
Fixed-term contracts are allowed in terms of the Labour Act. However, the Labor Act denotes it to be an unfair dismissal in cases of a fixed term contract whereby, on termination of an employment contract of fixed duration, the employee had a legitimate expectation of being re-engaged and another person was engaged instead of the employee.
While there are no specific legislative prohibitions for labour broking, this practice is not generally accepted and the validity of this practice is not well established in terms of law.
Remuneration may be paid in local or foreign currency; however, the tax on the remuneration follows the currency of payment.
The Labour Act states that it is not mandatory for an employer to engage an employee on a probationary basis. The employer exercises its discretion to either enter into a probation contract or to employ the employee outright, on a substantive basis.
The Act however stipulates the duration of the probation period and parties to a probationary contract are bound to adhere to these durations. In terms of the Act, the probationary period for a casual or seasonal worker is one day. The probationary period for employment instances falling outside of casual and seasonal work is three months. is common practice among employers in Zimbabwe to set the probation period between three and six months.
The Labour Act provides paid annual leave on completion of one year of service with an employer. Employees are entitled to a rate of 30 days or one-month leave after a continuous employment period of one year. Annual leave is subject to a maximum accrual of ninety days’ paid vacation leave only if an employee is granted a portion of the total vacation leave which may have accrued to him/her. The employee may be granted the remaining portion at a later date, together with any further vacation leave which may have accrued to him at that date, without forfeiting any such accrued leave.
A female employee who has been employed for at least one year may be granted 98 days’ maternity leave on full pay in terms of section 18 of the Labor Act. Any maternity leave in excess of 98 days may be granted as unpaid leave.
There is no right to paternity leave under the Labour Act. An employer is, however, at liberty to permit a male employee to take paternity leave.
In terms of Section 14 of the Labour Act, the employee is entitled to 90 days in one calendar year with full pay of sick leave which is supported by registered medical practitioner.
If the fully paid 90 days are exhausted in one calendar month, the employer shall grant a further period of up to 90 days sick leave on half pay where in the opinion of a medical doctor the employee will be able to resume duty after such period of sick leave.
If the period of 180 days granted in both (a) and (b) are granted and the employee has still not recovered, the employer may terminate the employment.
Compassionate/ Special Leave
In terms of Section 14B of the Labour Act, an employee is entitled to a maximum of twelve (12) days in a calendar year on compassionate grounds which are justifiable. Such as;
- Who is required to be absent from duty on the instructions of a medical practitioner because of contact with an infectious disease;
- Who is subpoenaed to attend any court in Zimbabwe as a witness;
- Who is required to attend as a delegate at any meeting of a registered Trade Union representing employees within the undertaking in which the employee is employed;
- Who is detained for questioning by the police;;
- On the death of a spouse, parent, child or legal dependent and
- On any justifiable compassionate grounds
There is no obligation on the employer to grant unpaid leave however in terms of Section 14A (5) of the Labor Act the employer may grant vacation leave without pay where an employee has no vacation leave accrued but wants to go on leave.
Social Security Funds and Other Benefits
The National Social Security Authority (NSSA) is constituted and established in terms of the NSSA Act of 1989, Chapter 17: 04. It is the statutory corporate body tasked by the Government to provide social security.
The provision of social security can be defined as instituting public policy measures intended to protect an individual in life situations or conditions in which his/her livelihood and well-being may be threatened, such as those engendered by sickness, workplace injuries, unemployment, invalidity, old age, retirement and death.
There are various schemes created under the Act designed to benefit employees and their dependents. Currently NSSA administers two schemes namely the Pensions and Other Benefits Schemes (POBS) and the Accident Prevention and Workers Compensation Scheme (APWC).
The Pension and Other Benefits Scheme is financed from equal monthly contributions by both employers and employees. It is the employer’s obligation to ensure that contributions are deducted and paid to NSSA. The contribution rate is as follows; 4.5% of the insurable earnings (employee) and 4.5% from the employer. The total of 9% is to be paid to the nearest NSSA office before the 1st of each month.
The Pension and Other Benefits Scheme offers five main types of benefits which are as follows:
1. Retirement Benefit (Pension or Grant)
The retirement benefit is paid to qualifying contributors upon retirement. The benefit may be paid out in the form of a grant if the contributory period is more than 12 months but less than 120 months, or a pension paid monthly in arrears to a contributor until his/her death, if the period of contribution is 120 months or more.
- Contributors who have attained 60 years of age, for normal retirement, or 65 years, for late retirement, and are no longer employed or contributors who have attained the age of 55 and are no longer employed, provided that during at least 7 years of the last 10 years immediately prior to attaining the age of 55 they have been in arduous employment, qualify.
- Arduous occupations are as follows:
- Transport: Heavy truck driver
- Chain saw operator
- Jack operator
- Jig saw operator
- Dump Truck operator
- Timber loader
- Cross cut saw operator
- Quarry: Quarries
- Mining: Underground operations such as lashing, tramping, grizzly operations, rigging and employment in hot areas such as coke ovens and smelters.
- Surface operations: Operations in smelter furnaces refining, kettle attendance and trapping.
- Agriculture: All Agricultural work.
When to claim the Retirement Grant
- Statutorily, the claim should be submitted within five years after the date of retirement.
When to claim the Retirement Pension
- Statutorily, the claim should be submitted within twelve months after the date of retirement.
What documents are required when making a claim?
- P9/P10 form, completed by the contributor and employer.
- Certified copy of claimant’s national identity card, valid Zimbabwean passport or driver’s licence.
- Bank statement.
- Payslip, stamped and signed by employer.
2. Invalidity Benefit (Pension or Grant)
This benefit is paid out to contributors who become permanently incapacitated due to illness or injury.
Who qualifies for the Invalidity Pension?
- In order to qualify for the Invalidity Pension contributors must satisfy the following criteria:
- They must be below the age of 60 years and they should have contributed for at least 12 months.
- They must be medically certified as permanently incapable of work as a result of physical or mental ill health.
Who qualifies for the Invalidity Grant?
- In order to qualify for the Invalidity Grant contributors must satisfy the following criteria:
- They must be below the age of 60 years and they should have contributed for at least 6 months.
- They must be medically certified as permanently incapable of work as a result of physical or mental ill-health.
When to claim the Invalidity Grant?
- In terms of Statutory Instrument 393 of 1993 the claim application must be submitted within five years of invalidity.
When to claim the Invalidity Pension?
- In terms of Statutory Instrument 393 of 1993 the claim must be submitted within twelve months of invalidity.
What documents are required when making a claim for the Invalidity Benefit?
- P9/P10 form, completed by the contributor and the employer.
- P11(a) form, completed by a registered medical doctor.
- Certified copy of claimant’s national identity card, valid passport or driver’s licence.
- Bank statement.
3. Survivor’s Benefit (Pension or Grant)
This benefit is paid out to the surviving dependants of a deceased contributor.
Who qualifies for the Survivor’s Benefit?
- In order to qualify one must be a surviving dependant of a deceased contributor, who, at the time of death, would have been entitled to an Invalidity or Retirement benefit.
- The following categories of individuals are eligible to apply for the survivor’s benefit:
- Widow/widower, provided that the marriage was contracted before retirement or invalidity and
- Dependent children of the deceased who are below the age of 18 and or those who are below 25 years, provided that;
- they are in full time education. The benefit may also be offered to permanently disabled dependent children who
- are incapable of supporting themselves regardless of their age or
- Parents of the deceased contributor or
- Any other dependents
NB: NSSA pays this benefit to the surviving claimant in order of priority, according to the above list.
4. Pension or Grant
The survivor’s benefit is payable as a monthly pension in arrears or as a grant.
When to claim the Survivor’s Benefit?
- In terms of Statutory Instrument 393 of 1993 the survivor should submit the claim for the survivor’s benefit within 12 months after the death of a contributor.
What documents are required when claiming the Survivor’s Benefit?
- P9/P10 form, completed by the claimant and signed by employer of contributor.
- Certified photocopy of national identity card, valid Zimbabwean passport or driver’s license.
- Certified photocopy of death certificate of the deceased contributor or pensioner.
- Certified photocopy of marriage certificate or original affidavit (if spouse is claiming).
- Certified photocopies of long version birth certificates of the children under 18 years of age.
- Certificate of guardianship (where a guardian claims on behalf of children under 18 years).
- Bank statement.
- Pay slip.
- Deceased birth certificate if the parent is claiming.
- Dependents certificate if it’s any other dependent claiming.
5. Funeral Grant
- This benefit is paid out to the surviving dependents of a deceased contributor.
Who Qualifies for The Funeral Grant?
- The funeral grant is paid out towards the funeral expenses of the deceased contributor if he/she had contributed to the Pension and Other Benefits Scheme for at least twelve months. The funeral grant is paid out to any person who meets funeral expenses for the deceased contributor.
When To Claim The Funeral Grant?
- Statutorily the funeral grant claim must be made within five years after the death of contributor or pensioner.
What documents are required when claiming the Funeral Grant?
- P9/10 form, completed by the claimant and the contributor’s employer.
- Certified copy of death certificate or a burial order.
- Certified copy of claimant’s national identity card, passport or driver’s licence.
- The scheme provides financial relief to employees and their families when an employee is injured or killed in a work-related accident or suffers from a work-related disease. Creating an awareness of and promoting safety and health at all places of work.
- Providing rehabilitation services to disabled workers so as to reduce their disablement and return them to their former employment or otherwise prepare them for a useful and meaningful place in society.
- When an employer commences business, he/she is required to go to his/her nearest NSSA office to complete registration forms indicating the estimated earnings of his/her employees. The minimum insurance premium the employer is required to pay will be calculated using a risk factor depending on the type of industry the company is involved in. The insurance year runs from January 1 – December 31st.
- Employers have the responsibility of keeping NSSA informed of any changes or developments in their businesses. This will allow NSSA to keep accurate records and to adjust their insurance premiums and records in line with any changes as and when they occur.
- The scheme covers all workers formally employed in a profession, trade or occupation who are above the age of 16.
- Workers who are exempted are civil servants, domestic workers and informal workers.
Termination of Employment
Section 12(4a)(a)-(d)of the Labor Amendment Act No. 5 of 2015 expressly abolished the employer’s common law right to terminate a contract of employment on notice as enunciated by the Supreme Court in the Zuva judgment Don Nyamande and Anor v Zuva Petroleum.
In terms of section 12(4a) of the Labor Amendment Act No. 5 of 2015, an employer’s right to terminate an employee’s contract of employment on notice is now strictly limited to four scenarios namely;
- termination in terms of an employment code or, in the absence of an employment code, in terms of the model code made under section 101(9);
- the employer and employee mutually agree in writing to the termination of the contract; or
- the employee was engaged for a period of fixed duration or for the performance of some specific service; or
- pursuant to retrenchment, in accordance with section 12C.
Outside the aforementioned four instances, an employer does not have any legal right to terminate a contract of employment on notice. The common law right that existed formerly in favour of employers to terminate a contract of employment on notice is now a thing of the past as it was abolished by section 12(4a) of the Labour Amendment Act No. 5 of 2015 with effect from 17 July 2015.
6. The termination on notice in terms of an employment code or the model code
This means that a registered employment code of conduct, or the national employment code of conduct (model) code, gave an employer with a right to terminate a contract of employment on notice within that relevant employment code or model code.
In the absence of an express right of an employer to terminate a contract of employment on notice being provided for in the applicable employment code of conduct, an employer does not have any legal right to terminate a contract of employment on notice in terms of an employment code.
It is noteworthy to point out that the model code, that is, the National Employment Code of Conduct; Statutory Instrument 15 of 2006 does not give employers any right to terminate a contract of employment on notice. Suffice to mention that section 5 of Statutory Instrument 15 of 2016 provides for legally permissible grounds upon which an employer can terminate an employee’s contract of employment and none of these grounds closely or remotely relates to termination on notice. Thus, in terms of the model code as it currently stands, termination on notice is illegal.
7. Mutual Termination
Where there is mutual termination there must be a mutually signed agreement between the concerned employer and employee confirming termination on notice.
Once the parties append their signatures to the mutual termination agreement both parties are legally bound by the mutual termination agreement. Thus, it is vital for the employer and employee to know that the moment they sign a mutual termination agreement, they are legally bound by such a contract. It is necessary that the mutual termination agreement be signed by the employer and employee and not some other third parties, agents or proxies, otherwise such a mutual termination agreement can be legally contested.
8. Termination on Notice
This allows for termination of a contract of employment on notice at the behest of the employer is where the employee was engaged for a period of fixed duration or for the performance of a specific service.
This circumstance applies to fixed term contracts of employment and those contracts for some specific service. If an employee is employed for a fixed term contract of employment or on a contract for the performance of some specific service, then the employer has a right to terminate that contract of employment on notice.
9. Termination on pursuant to retrenchment
The fourth scenario which gives an employer the right to terminate a contract of employment on notice is where the employer terminates such contract of employment pursuant to a retrenchment in terms of section 12C of the Labour Act.
The retrenchment procedure has been simplified by the new section 12C of the Labour Act which has created a one stop shop by giving employers the right to retrench employees and also specifying the minimum retrenchment package which employers can pay the affected employees.
The new section 12C of the Labour Act applies to the retrenchment of one or more employees unlike the repealed old section 12C of the Labour Act which applied only to the retrenchment of five or more employees.
In terms of section 12C (2) of the Labour Act, unless the employer and employees concerned, or their representatives, agree to better terms, the employer has the right to pay the affected employees a minimum retrenchment package of not less than one month’s salary or wages for every two years of service as an employee or the equivalent lesser proportion of one month’s salary or wages for a lesser period of service.
he Zimbabwean tax system is currently based on source and not on residency. This means income derived or deemed to be derived from sources within Zimbabwe is subject to tax. Source is the place where income originates or is earned, not the place of payment. If goods are sold pursuant to a contract entered into within Zimbabwe, the source of income is deemed to arise in Zimbabwe, regardless of the place of delivery or transfer of title. The source of services is the place in which the services are rendered. Zimbabwe is considering moving to a residence-based system during the current tax reform exercise.
Every company in Zimbabwe is required to register with the Zimbabwe Revenue Authority (ZIMRA) for tax purposes; and the Zimbabwean tax system is administered by the ZIMRA. The authority was established pursuant to the Revenue Authority Act [Chapter 23:11] with the mandate of acting as the agent of the State in assessing, collecting and enforcing payment of all tax revenue.
The applicable Tax Legislation in Zimbabwe is the Income Tax Act [Chapter 23:06], Capital Gains Tax Act [Chapter 23:01], The Value Added Tax Act [Chapter 23:12], The Stamp Duties Act [Chapter 23:09] and the Finance Act [Chapter 23:04].
The following paragraphs provide an overview of the main taxes.
Foreign corporations with a permanent establishment are liable for income tax in Zimbabwe pursuant to the Income Tax Act. However, where there is an applicable Double Taxation Agreement (DTA), the provisions of the DTA supersede those of the Zimbabwean statutes. Zimbabwean tax treaties generally permit source country taxation of a foreign corporation that has a permanent establishment in the country. Such establishment can be an office, place of management, construction site etc. Where a foreign corporation has a permanent establishment in Zimbabwe, the establishment is treated as a taxable entity and should be registered for tax purposes with the Zimbabwe Revenue Authority.
- Under Zimbabwe’s tax treaties, the Contracting States may charge withholding tax on dividends, fees, royalties and remittances in accordance with the rates specified in the relevant treaty.
- Where there is no treaty, withholding tax is payable at 10% for dividends from listed securities, while 15% is the operative rate for any other dividend.
- The Zimbabwean Finance Act [Chapter 23:04] also imposes a 15% withholding tax on non-residents’ fees, royalties, and remittances.
- Foreign companies’ branches in Zimbabwe are not liable for withholding tax on dividends paid to its foreign head office unless a provision for such deduction is made in a tax treaty.
- Where the branch’s fees, royalties or remittances are paid to its foreign head office, no withholding tax arises.
- However, branches are considered as resident taxpayers and will be liable for income tax in the country.
- Further, a 15% withholding tax is imposed on payments made in respect of head office charges.
With effect from January 1, 2020, the income tax rate for companies or trusts is 24%.
- No income tax is charged on the income of a person engaged in an approved build, own, operate and transfer (BOOT) or a build, operate, and transfer (BOT) arrangement in the first five years of the arrangement.
- In the next five years, the tax is charged at a rate of 15% of income. The same applies to industrial park developers – income tax is 0% in the first five years but rises to 24% after the fifth year of operations.
- The concessionary rate of 20% is applicable to manufacturing companies, which export more than 30% but less than 41% of their output. An even lower rate of 17.5% is charged on the income of manufacturers, which export more than 41% but less than 51% of their income.
- Manufacturers exporting more than 51% of their output are liable for income tax at the rate of 15% of taxable income. Taxpayers holding special mining leases are taxed at the rate of 15%.
The filing procedure is as follows;
Zimbabwe regulates the payment of CIT on four dates during the course of the current tax year; these are referred to as Quarterly Payment Dates (QPDs). The first payment of 10% is due by 25 March of the respective tax year. The second payment of 25% is due by 25 June of the respective tax year. The third payment of 30% is due by 25 September of the respective tax year. The fourth payment of 35% is due by 20 December of the respective tax year.
All taxes are expected to have been paid by the 2th day of December. If there is an adjustment after the year-end accounts have been finalised, a top-up payment must be made. There is no set date for this. However, in practice, this payment should not be more than 10% of the annual tax liability. ZIMRA often imposes a 25% per annum interest charge on any underpayments of QPDs. One must follow these steps;
- All clients, including individuals, companies, partnerships and cooperatives who want to venture into any business are required to register with ZIMRA online and comply with all obligations as stipulated in the legislation. To register, clients are required to have a bank account among other requirements.
- Once the client has a bank account and all the attachments that are needed to register online, they use the E-services platform for registration. The client is required to apply for an E-services account using the address https://efiling.zimra.co.zw and select the option to register. Detailed guidelines on how to do the registration process are found on the ZIMRA E-services portal under how to do guide.
- After creating an account for E-services the client will now be required to do online BP registration on the E-services portal. Currently the Rev 1 can be accessed, completed and submitted on the E-services portal (https://efiling.zimra.co.zw ) in the comfort of client’s offices. Once completed with all the required attachments, the client is issued with a Business Partner Number (BP), which acts as the business’ identification number and is used for all transactions with ZIMRA, including remittances of tax.
- After commencing operations, clients are required to keep records of all their business operations and pay Provisional Tax on the stipulated dates. The dates are referred to as Quarterly Payment Dates (QPDs). The Provisional Tax payable is based on the respective percentage of estimated annual tax due. The annual estimated tax due should be revised to update the estimate every quarter. The form ITF 12B, which is a return for provisional tax payments, has to be completed in respect of these payments.
- Every registered client is required to submit a tax return after the end of each tax year. The tax year runs from 1 January to 31 December of each year. All the clients are now on Self-Assessment and are required to furnish Self-Assessment Returns in duplicate by 30 April of the following year.
- Operators will require a Tax Clearance Certificate – form ITF 263 which is issued by ZIMRA once they have met all the stipulated obligations which include submission of tax returns and remittances of tax due. Failure to have a Tax Clearance certificate results in the deduction of 10% of the amount payable.
- There is need to strictly observe the requirements in Section 80 of the Income Tax Act [Chapter 23:06]. It requires that all registered business taxpayers who enter into any contracts, which result in an obligation to pay any amounts whose total or aggregate is US$1,000.00 or more to withhold 10% of each amount payable to payees who fail to furnish valid tax clearance certificates.This process takes about 14 working days.
Zimbabwe has a special Capital Gains Tax levied pursuant to the Capital Gains Tax Act [Chapter 23:01]. This is a tax charged on gains from a source within Zimbabwe upon the sale or deemed disposition of a specified asset.
Specified assets are defined as rights to property registered in terms of certain specified statutes, immovable property situated in Zimbabwe or any marketable security. Marketable securities are bonds capable of being sold in a share market exchange, shares, debentures, stock or any right possessed due to a person’s participation in any unit trust.
- Non-residents are taxed on gains arising from disposition of specified assets from a source within Zimbabwe.
- Gains on immovable property are determined based on the location of the property, while gains on other specified assets are determined based on the residency of the person that is disposing of the property.
- Non-residents may, however, be exempted under double taxation agreements.
The Capital Gains Tax Act outlines a number of disposals where capital gains tax may not be payable. These include the following:
- Transfers of any specified assets between spouses.
- Transfer of principal private residence between former spouses in pursuit of a divorce order
- Transfer/disposal of a specified asset by a deceased estate
- Transfer/disposal of a principal private residence by an individual who is of or above the age of 55 as at date of sale/transfer.
- Disposal of a principal private residence by an individual where all the sale proceeds are used to acquire/construct a new principal private residence.
- Transfer of business property used for the purposes of trade by an individual to a company under his/her control where such company will continue to use the property for the purposes of trade.
- Donation of housing units to a local authority, approved employee share ownership trust or community share ownership trust or scheme.
Value Added Tax is a consumption-based tax imposed on the supply of taxable goods or services. VAT is levied on transactions rather than directly on income or profit. The tax is levied pursuant to the Value Added Tax Act [Chapter 23:12].
- The VAT standard rate is currently 14.5% but certain goods are zero-rated, which means a VAT rate of 0% is charged and other goods are specifically exempted from VAT.
- Zero rated goods include exports of goods from Zimbabwe to an address in an export country and certain basic foodstuffs such as sugar.
- Supplies like financial services, provision of electricity for domestic use, provision of piped water for domestic use and rates charged by local authorities are exempt from VAT payment.
- Traders with taxable supplies exceeding or that are likely to exceed ZWL$1,000,000 in a period of 12 months are required to be registered as Registered Operators.
- Registered Operators are required to issue tax invoices within thirty days of supplies and remit the VAT on or before the 25th day of the month immediately after the month in which VAT was collected.
- Tax liability to the Revenue Authority is the difference between Output tax (VAT charged by the operator on its sales) and Input tax (VAT charged on the operator on purchases).
The exemptions on VAT include;
- The tourism industry will enjoy Value Added Tax (VAT) exemption on products offered to locals.
- in terms of a technical assistance agreement,
- donations to the state,
- goods of which the local supply is zero-rated. Zero rated supplies are specified in the VAT Act and include; basic foodstuffs such as mealie-meal, sugar, milk, meat, salt, bread, agricultural inputs such as fertilizer, seeds, and pesticides, animal feed, animal remedy, plants, tractors and exported goods with the exception of un-beneficiated chrome which is taxed at 15%.
- Traders who exclusively provide exempt supplies are not required to register for VAT purposes. Exempt supplies include the following services and products:medical services, educational services, rentals from residential properties, transport of fare-paying passengers, water for domestic use, electricity for domestic use and fuel.
Stamp duties are payable in respect of brokers’ notes executed after sales of marketable securities, sales of off-market share instruments, registration of acquisition of immovable property and registration of bonds. Stamp Duty is charged for the registration in the Deeds Registry of any acquisition of immovable property. The registrar is supposed to withhold the stamp duty. Stamp duty rates vary depending on the transaction value
In Zimbabwe, the Personal Income Tax Rate is a tax collected from individuals and is imposed on different sources of income like labour, pensions, interest and dividends. The Personal Income Tax Rate in Zimbabwe stands at 24.72 percent.
These tax brackets only apply to employment income;
Annual taxable income
Rates of tax (ZWL)
0 – 120,000.00
120,00.001 – 360,000.00
0 + 20% for each ZWL above 120,000
360,001.00 – 720,000.00
48,000.00 + 25% for each ZWL above 360,000
720,001.00 – 1,440,000.00
138,000.00 + 30% for each ZWL above 720,000
1,440,000.00 – 3,000,000.00
354,000.00+35% for each ZWL above 1440,000.00
3,000,000.00 and above
9,000,000.00 + 40% for each ZWL above
A 3% (of tax liability) AIDS levy must be added to the total tax liability calculated. Inclusive of the AIDS levy, the top effective rate for employment income changed from 46.35% to 41.20% and the top effective rate for other income is 24.72%
Payments made by a resident of Zimbabwe to a non-resident in respect of remittances, royalties, dividends, management or administration fees are subject to withholding tax at the rate of 15%.
This rate may, however, be reduced under relevant double taxation agreements.
- Where any person makes a payment to a non-resident of Zimbabwe in respect of services performed in Zimbabwe, the payer must deduct and withhold 15% of the gross payment on account of income tax.
- The withholding tax must be remitted to the Zimbabwe Revenue Authority within 10 days of payment of fees or any further period approved by the Commissioner. Failure to withhold and remit attracts a 100% penalty and interest of 10% on the tax due.
DTTs are simply agreements between two countries, but can also include agreements between smaller political units. They are designed to protect against the risk of double taxation where the same income is taxable in two countries. Under the double taxation treaty, any tax paid in the country of residence will be exempt in the country in which it arises.
Double taxation arises when two or more tax jurisdictions overlap, such that the same item of income or profit is subject to tax in each. DTTs were therefore instituted as an international tax instrument for avoiding double taxation of the same income or capital to the same taxpayer in the same period in two jurisdictions and promoting international tax compliance and information sharing. However, in recent years, there has been increasing global debate regarding the effectiveness of these agreements.
Zimbabwe has signed several DTTs. These are meant to avoid or mitigate double taxation of the same income in the two countries to the agreement, that is, where a business entity operates in the two territories. The agreements restrict some withholding taxes to the amounts specified. The DTTs offer reduced rates of withholding taxes on dividends, interest, royalties and technical fees. As an example, almost all the DTT’s signed limit the rate of tax on Technical Fees to 10% or less.
Countries that Zimbabwe has concluded DTTs with include: South Africa, United Kingdom, Iran, Namibia, France, Botswana, Mauritius, Sweden, Norway, Poland and Netherlands.
- For transfer pricing, while no specific legislation is in place, where the authorities deem that a transaction was not conducted at arm’s length, a “fair” price may be substituted.
- With respect to thin capitalization rules, expenditures incurred by a local branch or subsidiary of a foreign company or by a local company or its subsidiary, in servicing debt contracted in connection with the production of income to the extent that such debt causes the person to exceed a debt-to-equity ratio of 3:1 is disallowed.
- Exports are declared under the Reserve Bank Regulations. The pricing of mineral exports are monitored by the Mineral Marketing Corporation of Zimbabwe.
- There are no disclosure requirements.
- Zimbabwe Tax year is the calendar year, for all companies, although taxpayers may seek approval from the Commissioner to use a different accounting year.
- Consolidated tax returns – The consolidation of tax returns is not permissible; each company must file a separate return.
- Tax filing requirements – Tax returns must be filed by 30 April after the close of the tax year. The annual return must be supported by financial statements (which need not be audited). Income tax is paid quarterly, based on estimated annual taxable income, on 25 March, 25 June, 25 September and 20 December during the assessment year for taxpayers on a 31 December financial year end. For those with financial year ends other than 31 December, the Commissioner may allocate different payment dates upon application by the taxpayer.
- Penalties – Interest on unpaid tax is levied on late remittances at a rate of 5% above the London Inter-Bank Offered Rate (LIBOR) for the month immediately preceding the month in which the tax remains unpaid. Penalties of up to 100% of unpaid taxes also may be imposed.
- Rulings – The Commissioner General may issue an advance tax ruling on any provision in the Income Tax Act, whether on his own initiative or upon application by a taxpayer or class of taxpayers on a transaction that is or may be liable to tax.
Tax incentives are generally defined as fiscal measures that are used to attract local or foreign investment capital to certain economic activities or particular areas in a country. Generally, tax incentives must confer an advantage on the beneficiary while at the same time imposing a cost on the government.
The Zimbabwe Revenue Authority administers various tax incentives aimed at promoting investment while the Ministry of Industry and International Trade, the Industrial Development Corporation and the Zimbabwe Investment Authority are the main administrators of non-tax incentives. Revenue incentives in Zimbabwe apply equally to both domestic and foreign investors and the major goals of incentives in place are: –
- Income generation
- Export promotion
- Employment creation and skills transfer
- Small business development
- Industrial development
- Revenue inflows
- Where foreign income is taxed in Zimbabwe, a tax credit (limited to the amount of local tax suffered) will be set off against the local tax liability.
The Special Economic Zones Act [Chapter 14:34] (the SEZ Act) was enacted on the 1st November 2016 as part of the Zimbabwean government’s efforts encourage investment in specifically designated areas. This shall be done through special arrangements such as laws that apply differently to the rest of Zimbabwe.
The SEZ Act establishes the SEZ Authority whose powers are provided for in the Schedule to the SEZ Act. In terms of which investors shall not be required to obtain a license for the import of goods mentioned in the SEZ Act.
SEZ have the following tax incentives, they include;
- exempt from duty on goods and equipment that are consumed in establishing the business;
- tax exempt for the first five years; and
- have a 15% tax rate thereafter.
- inputs which include raw materials and intermediate products imported for use by companies set up in the SEZs will be imported duty-free. Exemption will not apply where such raw materials are produced locally.
- capital equipment for SEZs imported duty-free.
- special Initial Allowance will be allowed at the rate of 50% of cost from the first year, and at the rate of 25% in the subsequent two years.
This is a high-level summary and certain conditions should be met in order to utilize these incentives.
Person for whom incentive is available and duration of incentive
Tax treatment for normal taxpayers
For all taxpayers in build, own, operate, and transfer (BOOT) or build, operate, and transfer (BOT) arrangements.
First five years: Taxed at 0%.
Taxed at 24.72%.
An additional allowance of 100% of cost incurred in an export country in order to export Zimbabwean goods to such country may be deducted.
Export expenditure incurred is deductible for tax purposes.
For all manufacturing taxpayers exporting (by volume).
30% to 40% at 20.6%.
Taxed at 24.72%.
Mining company holding a special mining lease.
Taxed at a reduced rate of 15%.
Taxed at 24.72%.
Operator of a tourist facility in a tourist development zone.
First five years: Taxed at 0%.
Taxed at 24.72%.
Industrial park developer.
First five years: Taxed at 0%.
Taxed at 24.72%.
A number of VAT Incentives are also available across different sectors and these include:
Services supplied by designated tourist facility operator [Section 10(2)q]
Tourist facility operators conducting business in approved tourism development zones or an operator of a hunting safari is required to charge VAT at 0% for services offered to persons who are not residents of Zimbabwe and who are required under the exchange control Act to pay for such services in foreign currency. Such operators end up in a refund position for goods and services acquired locally.
Farming inputs and equipment are subject to VAT at 0% [Section 10 a. r. w. 2nd schedule of the Regulations]
Most farm inputs such as animal feed, animal remedy, fertilizer, plants, seeds and pesticides and equipment or machinery used for agricultural purposes are zero-rated.
Deferment of collection of VAT on the importation of capital goods [Section 12A]
Value added tax could be deferred on some capital equipment for the exclusive use in mining, manufacturing, agricultural and aviation industries whose investment generally relies on imported capital. Any person who produces proof to the satisfaction of the Commissioner General of ZIMRA that he or she has imported goods of a capital nature for his or her own use can qualify for this incentive. Below is a table showing deferment period and the value of the equipment.
VAT refund may be granted to:
- Any person who is not a citizen or permanent resident of Zimbabwe, and enjoys full or limited rights or privileges, in terms of the Privilege and Immunities Act or,
- Any diplomatic or consular mission of a foreign country, established in Zimbabwe for official supplies. The refund shall not be payable to a citizen or permanent resident of Zimbabwe.
There are massive opportunities in Zimbabwe’s mining industry. Zimbabwe has fourty different minerals including diamonds, gold, platinum, chrome, copper, nickel, iron ore and lithium. The country also has rich coal deposits and many other minerals. Research shows that Zimbabwe has six out of ten of the world’s most valuable minerals. This massive resource base creates lucrative opportunities for investors in exploration, mining and beneficiation. Zimbabwe has thus put in place various tax incentives for mining sector to attract investment while ensuring maximum utilization of the country’s mineral resources. The tax incentives are as follows;
Taxable Income of a Holder of Special Mining Lease
- A holder of a special mining lease, corporate income is taxed at a special rate of 15% instead of the general tax rate of 25%.
- However, holders of a Special Mining Lease are liable to Additional Profits Tax (APT). The tax is payable upon attaining a formula based level of profitability.
Exemption from Certain Taxes
- After consultation with the Minister responsible for the administration of the Mines and Minerals Act, the Minister of Finance may declare the holder of a Special Mining Lease to be an approved holder of a special mining lease for the purposes of exemption, wholly or partly, from the following taxes:
- Non-Residents shareholders tax;
- Non-Residents tax on Fees;
- Non-Residents tax on Remittances;
- Non-Residents tax on Royalties
Allowable Deductions/ Expenditure
- Deductions on all capital expenditure on exploration, development, and operations incurred wholly and exclusively for any mining operations are allowed in full.
- Expenditure incurred during a year of assessment on surveys, boreholes, trenches, pits and other prospecting and exploratory works undertaken for the purpose of acquiring rights to mine minerals in Zimbabwe or incurred on a mining location in Zimbabwe, together with any other expenditure that is incidental thereto. The taxpayer may elect to have the expenditure allowed in the year of assessment in which it is incurred or carried forward and allowed against income from mining operations in any subsequent year of assessment.
- Assessed Losses
- There is no restriction on the carry-over of tax losses; these can be carried forward for an indefinite period.
Royalty on gold for small scale miners
- In order to support this sector, Government levied a lower rate of royalty of 1% on small scale gold producers whose output does not exceed 0.5 kg per month.
Support for small scale miners
- The capital-intensive nature of mining activities poses challenges to operations of many small-scale miners. This is notwithstanding that; small-scale mining activities employ many people in the country.
- In order to encourage the participation of financial institutions in supporting small scale mining activity, Government has put in place tax incentives for financial institutions who accept geologically surveyed claims as collateral for small scale miners’ borrowing requirements
- Rebate of duty on goods for the prospecting and search for mineral deposits-: Rebate of duty is granted on goods which are imported by a person who has entered into a contract with the Government for the prospecting and search for mineral deposits.
- Rebate of duty on goods imported in terms of an agreement entered into pursuant to a special mining lease: Rebate of duty is granted on goods which the Secretary for Mines certifies as eligible for a rebate of duty in terms of an agreement in the special mining lease.
- Suspension of duty on goods imported for specific mine development operations: Customs duty suspension is granted to a holder of a mining location importing specified goods during the project’s life cycle for mining development operations such as sinking shafts, installation of machinery, construction and erection of facilities for the production and conveyance of minerals.
- Deferment of Value Added Tax: VAT deferment is granted to mining companies on capital equipment imported for a period of ninety days subject to the conditions set by ZIMRA Commissioner-General.
- Rebate of duty on goods for use in petroleum exploration or production: Rebate of duty is granted to the grantee of a special grant issued under the Mines and Minerals Act authorizing the exploration or production of petroleum.
National Social Security Authority (NSSA) Contributions
NSSA contributions are social security payments made in terms of the National Social Security Act [Chapter 17:04]. Employers are required to register with NSSA within 30 days of commencing business. Contributions are remitted to NSSA by the 10th day of the month following the deduction with a surcharge imposed on late payments.
- Contributions to be deducted by the employer are 3.5% of the employee’s insurable earnings. The employer also contributes a further 3.5% of pensionable earnings to make a total of 7%. If 3.5% of pensionable earnings exceeds ZW$700, then the maximum amount deductible is ZW$700.
- Membership to the NSSA scheme is compulsory. Workers who are exempt from membership are Non-Zimbabwean citizens who are not ordinarily resident in Zimbabwe, Diplomatic Staff who are non-Zimbabwean and persons employed as domestic workers.
- The contributions for NSSA are deductible from the employees’ taxable income for purposes of determining PAYE, and from the employer’s income for purposes of ascertaining corporate tax.
Pay As You Earn (PAYE)
- Employers are mandated to withhold PAYE from employees whose income is above the zero rate tax bracket.
- This must be remitted to the Revenue Authority by the 10th day of the month following the month of deduction. Failure to remit will attract a penalty of 100% and interest on the tax due of 10% per annum.
- Employers are also expected to maintain records of all remuneration paid or payable and employees’ tax withheld. Tax is calculated on a sliding scale provided in the Finance Act.
- An additional AIDS Levy of 3% of total PAYE due should also be withheld.
Zimbabwean resident corporations and non-resident corporations that carry on business in the country are required to file an annual income tax return. The Commissioner of the Revenue Authority should give notice to the persons required to furnish returns for assessment and these persons shall submit within thirty (30) days after the date of the notice. The Revenue Authority imposes a civil fine for late filing of returns.
- Partnerships should file a joint tax return showing the joint return of income of partners and supported by accounts necessary to show the financial position of the partnership. Partners with income from other sources should submit a return of that income, in addition to the joint return.
- Late payments of taxes attract interest at the rate of 10% per annum on the unpaid tax after it becomes due and a penalty of up to 100% of tax payable.
Investment Protection Mecahnisms
Zimbabwe has taken regulatory and statutory reforms that have led to a significant influx of foreign investment in different sectors of its economy. The country has gone ahead to put in place several legal safeguards and laws to ensure the protection of indigenous and foreign investments. Some of the legal safeguards can be found in Constitutional provisions, domestic laws and treaties with various States and international organizations.
The ZIDA Act deals with the promotion, entry, facilitation and protection of investment in Zimbabwe. The Act was introduced as part of the government’s efforts to streamline investment laws and create a business-friendly environment attractive to both local and foreign investors. The consolidation of investment laws into a single legislation fosters coherence and predictability in investment governance. The legal regime was introduced as part of the government’s efforts to streamline investment laws and create a business-friendly environment attractive to both local and foreign investors.
Boosting investment has been one of His Excellency President Mnangagwa’s priorities with his ‘Zimbabwe is Open for Business’ mantra which is expected to witness an increase in investments in the country. Zimbabwe has through the ZIDA provided legal safeguards to protect investors these are discussed below
1. Foreign Ownership and freedom of investment
- Act allows investors to invest in any and all sectors of the economy. However, foreigners cannot invest in sectors reserved for locals unless their investments contribute to significant and sustainable employment creation in Zimbabwe, transfer skills and technology for the benefit of Zimbabweans, create sustainable value chains or meet other socially and economically desirable objectives.
- Foreign investors can have unrestricted foreign ownership in open sectors except in businesses involved in the extraction of diamonds and platinum, where 51% ownership is reserved for local investors.
2. Repatriation of proceeds of investments:
- The ZIDA Act allows investors to expatriate profits in freely convertible currency. However, the government of Zimbabwe may temporarily restrict such transfers in the event of balance of payment or external financial difficulties. The expatriation of profits in hard currency is a major problem in countries such as Nigeria and Angola. The investors will, without restriction or delay, and in a freely convertible currency, transfer the following funds into and out of Zimbabwe:
- Contributions to capital, such as principal and additional funds to maintain, develop or increase the investment;
- Proceeds, profits from the asset, dividends, royalties, patent fees, licence fees, technical assistance and management fees, shares and other current income resulting from any investment under ZIDA;
- Proceeds from the sale or liquidation of the whole or part of an investment or property owned by an investment;
- Payments made under a contract entered into by the investor or investment, including payments made pursuant to a loan agreement;
- Payments resulting from any settlement of investment disputes and earnings and other remuneration of foreign personnel legally employed in Zimbabwe in connection with an investment.
- It is expected that ZIDA will accord foreign investors and their investments the same treatment with local investors under the same circumstances, with respect to the establishment, acquisition, expansion, management, conduct, operation and sale or other disposition of their investments.
3. Protections against expropriation and nationalization
- The ZIDA Act also prohibits expropriation of investments ‘except for a public purpose, in accordance with due process of law, in a non-discriminatory manner and on payment of prompt, adequate and effective compensation’. Such compensation shall be equivalent to the fair market value prior to expropriation.
- The investors will operate freely without being compelled to cede any investment to another person, either directly or indirectly through measures having an effect equivalent to nationalisation or expropriation.
4. Recourse to international arbitration
- Legal protection of investments and access to remedies when rights are violated are fundamental to investors. The ZIDA Act guarantees all investors equal access to law and protection against denial of justice in criminal, civil and administrative proceedings, breaches of due (judicial and administrative) process, and targeted gender, racial or religious discrimination.
- Investment disputes under the ZIDA Act shall be resolved in terms of Zimbabwe’s Arbitration Act [Chapter 7:15] (No. 6 of 1996), or any other international arbitration referred to by mutual agreement of the parties.
- Foreign investors may submit their disputes against Zimbabwe to a dispute settlement mechanism under an investment treaty between Zimbabwe and their home country.
- This is possible provided the foreign investments established in Zimbabwe prior to the ZIDA Act is are registered with the Agency no later than 12 months after the ZIDA Act became effective – 6 February 2020.
- Foreign investments established after the ZIDA Act must be registered with the Agency no later than 90 days after the ZIDA Act’s entry into force, to benefit from bilateral investment treaty (BIT) protection. Failure to register these investments within specified periods shall be deemed to have waived the protection under the investment treaty in question, and the result is that any dispute in relation thereto can be settled through a domestic court or domestic arbitration.
5. Fair and equitable treatment:
- Investors are now protected against denial of justice, substantial procedural delays and substantive change to the terms and conditions of their investment licence.
- Under the ZIDA Act, the government guarantees to publish subject to national security, confidentiality or public interests all laws, regulations, procedures, administrative rulings, policies and adjudicatory decisions that affect or pertain to investment or investors.
- Going beyond their publication, the government should ensure that the implementation and enforcement of these rules are clear and transparent to all investors.
- Investors will be allowed to appoint any person, regardless of their nationality, as a senior manager, technical and operational expert or advisor with respect to the investment, as long as they are qualified.
- But this depends on the provision that there is no person domiciled within Zimbabwe with the same qualifications, skills and knowledge as are required for the posts.
- The investors will be guaranteed equal access to the law and protection of their investments.
The Act conforms to principles of international investments and speaks to Government’s attitude in attracting foreign direct investment. It is in line with international best practices in the establishment and protection of investments. Therefore, the ZIDA is a progressive law which aims to restore and maintain investor confidence in Zimbabwe.
Zimbabwe has signed and ratified trade treaties with several countries all over the globe, which are geared towards maximizing its huge potentials from foreign trade and investments. The essence of the trade treaties is to foster stable legal environment that encourages foreign direct investments; accord citizens/residents of the contracting States rights and guarantees on the protection of their investments and establish a legal regime for the enforcement of those rights. Some of these are highlighted below:
Zimbabwe has investment treaties with twenty-one countries, but only six of these treaties (with the Netherlands, Denmark, Germany, South Korea, South Africa, and Switzerland) have been ratified. Three other investment agreements with Botswana, India, and Iran are awaiting ratification before they become effective.
Zimbabwe is also a member to the following organizations which enables better access to the global markets European Union (EU) member states and the African, Caribbean and Pacific (ACP EU/Convention), General Systems of Preference, World Intellectual Property Organization and African Regional Intellectual Property Organization.
Zimbabwe is also a member of the following regional blocs;
1. African Continental Free Trade Agreement (AfCFTA)—The Continental Free Trade Agreement establishes a single market for goods and services across fifty-four (54) countries, allow the free movement of business travellers and investments, and create a continental customs union to streamline trade and attract long-term investment. Zimbabwe was the nineteenth (19th) AU Member State to sign the Treaty. Although trading has commenced under the AfCFTA, full implementation of the agreement will take some time as negotiations covering trade, dispute settlement, investment, competition policy and intellectual property rights would have to be completed.
2. Southern African Development Community (SADC)- whose main aim is to achieve economic development, peace and security, and growth, alleviate poverty, enhance the standard and quality of life of the peoples of Southern Africa, and support the socially disadvantaged through Regional Integration. These objectives are to be achieved through increased Regional Integration, built on democratic principles, and equitable and sustainable development.
3. Common Market for Eastern and Southern Africa (Free Trade Area) (COMESA) –it’s main objective is to facilitate the removal of all structural and institutional weaknesses of member States, and the promotion of peace; security and stability so as to enable them attain sustained development individually and collectively as a regional bloc. COMESA offers its members and partners a wide range of benefits which include a wider, harmonized and more competitive market, greater industrial productivity and competitiveness, increased agricultural production and food security, a more rational exploitation of natural resources, more harmonized monetary, banking and financial policies and more reliable transport and communications infrastructure.
Fiscal Environment in Zimbabwe
- The official currency of Zimbabwe is the Zimbabwe dollar (ZWL) although it is not an internationally recognized currency. This currency is in the form of Bond Notes and RTGS (real time gross settlement). However, the economy of the country is pegged in US Dollars, so essentially the US Dollar is the dominant currency. If you are an investor in Zimbabwe you want to think in US Dollars.
- The Zimbabwe Bond Notes are the physical cash notes. They are not a currency in themselves but are just a banknote for ease of transactions. However, there are not enough of these in circulation and the denominations are too small to be useful. These notes have no value outside of Zimbabwe.
- RTGS (Real Time Gross Settlement) – This is the electronic form of the Zimbabwe Dollar. RTGS is transferred from one local bank account to another local bank account to make a payment. RTGS cannot be transferred to a bank account outside the country. RTGS can be used to purchase US$ but not that easily. You have to have a Zimbabwe bank account to receive RTGS.
What is the Exchange Rate between the Zimbabwe Dollar (ZWL) and the US Dollar?
- The official exchange rate (Bank Rate) on the day of writing is ZWL$84 to US$1. The exchange rate has remained very stable over the past year, a great indication that the fiscal environment in Zimbabwe is looking up.
- There is also a black market or parallel rate, this is caused by high demand for the US Dollars, which is in low supply. The parallel rate on the day of writing is ZWL$115 to US$1, (38.5% higher than the official bank rate). This premium varies and is an indicator of how troubled the economy is.
Real Property Acquisition
- All property in Zimbabwe (commercial and residential), is held in freehold title. Residential property is mostly owned by individuals on freehold, while commercial property is owned by institutional investors, such as pension funds, insurance companies, high-net-worth individuals, local government authorities and the local government itself.
- Zimbabwe has developed an accurate system of property registration which aims to provide an efficient transfer process and security of title to land and land rights in a free market.
- The system allows both local and international entities to become registered owners of immovable property in Zimbabwe. There are no restrictions on ownership by foreigners. Section 71(2) of the Constitution of Zimbabwe, 2013 (the Constitution) states that every person has a right, in any part of Zimbabwe to acquire, hold, occupy, use, transfer, hypothecate, lease or dispose of all forms of property either individually or in association with others.
- Any business or individual may hold real estate assets in Zimbabwe. The right of full ownership is protected under constitutional provisions as well as The Deeds Registries Act (Chapter 20:05) (the Deeds Act) which states that every person has the right in any part of Zimbabwe to acquire, hold, occupy, use, transfer, hypothecate or dispose of all forms of property; and may only limited in terms of the law.
- In a leasehold ownership, there is no actual sale, it is an agreement that parties enter into agreeing that the lessee or tenant pay rent to the lessor who will be the owner of the land or premises. The lease agreement is registered in compliance with the provisions of the Deeds Registration Act [Chapter 20:05].
- Lease agreements in Zimbabwe do not have a prescribed period, and the length of the lease is subject to contractual agreement between the parties. The market trend in real estate currently sways towards shorter-termed leases, ranging from anything between one to ten years.
The procedure and requirement for acquiring real estate in Zimbabwe are as follows;
1. The Contract of Sale
The sale of immovable property has to be reduced to writing in the form of an Agreement of Sale and be signed by both the seller and the purchaser to constitute a valid and binding agreement. It is advisable for both parties to get a legal opinion on the Sale Agreement before signing same. The signed contract is forwarded to the conveyancer who peruses the contract and makes note of all requirements and special arrangements to be made prior to the registration of the immovable property.
2. Preparing the Transfer Documents
The conveyancer requests the required documentation from the seller and the purchaser, for example, their identity documents, the original Title Deed etc. Once these documents have been received the conveyancer can then draw up the transfer documents such as the Power of Attorney, the Seller’s Declaration and the Purchaser’s Declaration where after the seller and purchaser will sign the documents in the presence of the conveyancer.
3. Obtaining a Rates Clearance Certificate
The conveyancer applies for a rates clearance certificate from the relevant municipality (This is in terms of section 109 of the Rural District Councils Act [Chapter29:13] which municipality will advise on the amount payable. In addition, section 282 of the Urban Councils Act [Chapter 29:15] prohibits the registration of title deeds if the rates or charges clearance certificate has not yet been issued. The municipality normally asks for payment of any arrear rates plus payment of three months in advance to ensure that no moneys are outstanding at the date of registration. The Deeds Office will not register a transfer if the rates clearance certificate has expired. The seller is responsible for the payment of the rates and taxes in advance.
4. Obtaining a Levy Clearance Certificate
Where a sectional title unit is being sold the conveyancer will request levy clearance figures from the Body Corporate. The process is similar to requesting a rates clearance certificate and both certificates are required. The seller is similarly responsible for the payment of these taxes and levies to obtain the certificate.
Real estate transactions are also subject to certain taxes usually payable at this stage. They include:
i. Capital Gains Tax
Sellers have to pay capital gains tax on a property when it is sold. A capital gain (or loss) is the difference between the base cost of an asset and net selling price upon the disposal of the property. In other words, it is a lax levied on the capital gain that arises from the disposal of an immovable property. Thus, the seller, unless exempted, is in terms of the Capital Gains Tax Act (Chapter 23:01) required to pay Capital Gains Tax and obtain from the Zimbabwe Revenue Authority (ZIMRA) a Capital Gains Tax Clearance Certificate which certificate is part of the documents the Conveyancer lodges with the Deeds Office.
ii. Stamp Duties
In terms of the Zimbabwean law, stamp duty is payable on the registration of an acquisition of immovable property. The stamps duty is calculated in terms of the Financial Act [Chapter 23:04]. The stamps duty is payable before registration of the transfer.
5. Lodgement & Registration
The Conveyancer is now ready to lodge the transfer documents in the Deeds Registry. Should a new bond be registered over the property or an existing bond be cancelled the documents will be lodged at the Deeds Office simultaneously with the transfer. The documents are examined in the Deeds Office by qualified examiners. The process takes not more than ten working days. When the Deeds Office is satisfied with the accuracy of the documents, the transfer is then registered.
6. Paying Out of Proceeds
A Purchaser who agrees to have the entire purchase price released to the Seller before registration of transfer exposes himself to serious risk. It is advisable that the purchase price be held in Trust by the Conveyancer pending transfer. After registration the Conveyancer has to ensure that the proceeds are reconciled and paid out correctly. If there was a bond registered over the property the outstanding amount as required by the bondholder is settled in full. The Conveyancer pays the commission due to the estate agent (if applicable) and pays out the balance of the proceeds to the seller.
Tech Start-up & Technology
The first consideration to tech start-up is choice of business structure to be undertaken. In Zimbabwe, business can be undertaken using any of the following models discussed in Chapter 1 above. A start-up is a business that is started in pursuance of a reproducible business model that is also scalable. It is basically a business in its early stages of development. A business can be termed a start up for a period of up to 10 years.
One thing that differentiates start-ups from other businesses is the relationship between their product and its demand. Start-ups have products which target a largely untapped market. Start-up entrepreneurs know the perfect strategy to create a product what the market wants and to reach and serve all of them. This triggers the fast growth. The start-ups’ culture is now centre stage in most developed nations. In fact, it is one of the pivotal drivers to the growth of those economies.
The Zimbabwean Start-up Ecosystem has started an interesting episode that is full opportunities that if appropriately managed will result in growth that will permanently improve our economy. One of those opportunities is access to global markets and attracting direct foreign investment.
In Zimbabwe, the start-up culture is steadily gaining traction, and this is seen in some of the exciting, noticeable tech start-ups such as GTEL, ASTRO, ZIMSWITCH and AFROSWITCH. An example of a tech company that is doing well is GTEL, it is a Zimbabwean company which develops and manufactures mobile phones. The company was founded by Shamunorwa Shumba in 2009 as a franchise and official distributor of G-Tide Mobile International. The company adopted its current name and brand in 2011. After gaining some market share in Zimbabwe, the company expanded its operations to East Africa by first establishing its brand in Kenya during 2015.
Another notable example is ZIMSWITCH which is operated by Zimswitch Technologies Private Limited. It is the sole national electronic funds switch and clearinghouse for Zimbabwe. Zimswitch processes most of the country’s domestic card-based (ATM and POS) and electronic funds transfer (EFT) transactions. The company was established in 1994 through the collaboration of six financial institutions. Its core service is that of facilitating the interoperability of Zimbabwean financial institutions. Zimswitch connects a network of around 3000 point-of-sale terminals and more than 390 automated-teller-machines throughout Zimbabwe which are owned by the participating financial institutions. Over 17 different Zimbabwean banks and building societies use Zimswitch’s infrastructure.
In view of the uniqueness in the operations and processes of tech startups, especially their focus on creativity, expression of ideas in tangible forms, designs, marks, innovations. It is crucial that their inherent rights in these endeavors are registered under Zimbabwean law. It is the registration of the creative works, ideas, innovations, etc. that confers adequate protection against infringements and thefts.
Intellectual property law deals with the protection of creativity and innovation. Zimbabwean law recognizes a number of intellectual property rights that require formal registration in the Zimbabwe Intellectual Property Office (ZIPO) or the African Regional Intellectual Property Organization (ARIPO) or under the Madrid International Trademark System (Madrid System) before such rights can be protected and enforced against third parties in Zimbabwe.
Zimbabwe recognizes and protects the following intellectual property:
- Copyright and Neighboring Rights
- Industrial Designs
- Integrated Circuit Lay-Out Designs
- Geographical Indications
- Plant Breeders Rights
- Trade Marks
The legislation governing the different categories of intellectual property defines:
- The nature and quality of work that qualifies for classification as intellectual property under that particular statute.
- The person (be it an individual or a corporate body or the State or a designated international organization) that is held to be the creator or innovator of that piece of work.
- The person who owns the intellectual property rights in the work.
- The person who can apply for registration of the intellectual property rights.
- The requirements for registration, protection and enforceability of the intellectual property rights.
- The legal consequences of registration and the remedies available to an owner of intellectual property.
- The territory in which the registered intellectual property rights can be protected and enforced.
- The manner in which existing or future intellectual property rights can be transmitted by sale, assignment, license, inheritance or operation of law.
- The manner in which intellectual property rights can be encumbered.
Copyright and Neighboring Rights:
- The Copyright and Neighboring Rights Act [Chapter 26:05] (Copyright Act) defines the type of works that are eligible for copyright protection in Zimbabwe as well as the works that qualify for protection as performers’ rights, works of folklore and moral rights. Works that are eligible for copyright protection include literary works, artistic works, sound recordings and audio-visual works.
- The Copyright Act makes a distinction between the creation of a copyright work and the ownership of the copyright in a work. In certain instances, the authorship of a copyright work may not coincide with the ownership of the copyright in that work. An example is a journalist who writes news articles for her employer for publication.
- The Copyright Act also protects performance rights, recording rights and moral rights. Performance rights relate to the rights that subsist in performances of dramatic (theatrical) or musical works, the reading or recitation of a literary work, the performance of a variety of acts and performances of folklore.
- Moral rights refer to the rights of authors and directors to be identified as the authors of works protected by copyright and the directors of audio-visual works protected by copyright. Moral rights allow authors and directors to prohibit the commercial publication or any third-party treatment of a copyright work in a manner that amounts to distortion or mutilation of the original work or is otherwise prejudicial to the reputation of its creator.
- The Industrial Designs Act [Chapter 26:02] protects those features of shape, configuration, pattern or ornamentation which when applied to an article by any industrial process or means make a finished article aesthetically pleasing.
- The creator or author of an industrial design is treated as the proprietor of the design. However, if the design was made by the author for another person for valuable consideration, whether as an employee or as a commissioned work, that other person is held to be the proprietor of the industrial design.
Integrated Circuit-Layout Designs:
- The Integrated Circuit-Layout Designs Act [Chapter 26:07] provides for the registration and protection of integrated circuit-layout designs. Integrated circuit-layout designs relate to the functional design of the three-dimensional disposition of all or some of the electrical, electromagnetic or optical elements and circuitry of an integrated circuit, and include a design of an integrated circuit that is intended for manufacture.
- The legal consequence of registration of a layout design is that third parties are prohibited from reproducing the whole or any part of the layout design. Third parties are also prohibited from commercially importing, selling or distributing the design or an integrated circuit that incorporates the design or publishing an article that incorporates the design.
- The Geographical Indications Act [Chapter 26:06] prohibits the sale, importation, export and manufacture of any product to which a misleading geographical indication has been applied. Geographical indications identify a product as originating in a particular area, where some quality, reputation or other characteristic of the product is essentially attributable to its geographical origin.
- A geographical indication is treated as misleading if it suggests that the product originates in an area other than its true area of origin or if it misleads the public as to the area of origin of the product.
- The Patents Act [Chapter 26:03] provides for registration and protection of patents. A patent is a legal document granted by a Patent Office for the protection of inventions that are new, inventive and industrially applicable.
- The essential features of the invention must not have been published in any language, whether orally or in written form, used or known prior to the date of the application for a patent.
- The technical solution for the problem or need for which the invention was identified and created should not have been obvious to a person skilled in the field of the technology of the invention.
- The invention must be useful and capable of carrying out its function in the manner described in the patent application.
- Patents are registrable for inventions in any field of technology including improvements on prior inventions. Patents may relate to articles of manufacture, chemical compositions or compounds and mechanical devices. Patents are capable of transmission by assignment, licence and operation of law. They can be mortgaged and pledged.
Plant Breeders Rights:
- The Plant Breeders Rights Act [Chapter 18:16 provides for the registration and protection of rights in respect of certain varieties of plants. There is a Registrar of Plant Breeders Rights. Plant breeders’ rights provide formal protection for new varieties of plants. Examples of plants for which plant breeders’ rights may be registered include barley, bean, citrus, coffee, cotton, maize, millet, wheat, potato and tobacco.
- A plant variety is treated as new if prior to the date of the application for registration in Zimbabwe it was not sold or marketed in Zimbabwe. The plant variety must be distinct from any other variety in the public domain at the date of the application, uniform in its relevant characteristics and stable.
- An application for plant breeders’ rights may be made by the breeder of the new variety concerned. The rights granted to the holder of plant breeders rights can be assigned, licensed, mortgaged, pledged and otherwise transmitted by operation of law.
- The Trade Marks Act [Chapter 26:04] provides for the registration of trademarks as well as defensive and collective marks. A mark is any sign capable of graphic representation and capable of distinguishing goods or services of one undertaking from another. The requirement for registration of a mark as a trade mark is that it must be distinctive or capable of becoming distinctive.
- Trade-marks are registrations done for goods and services. There are 34 classes of goods and 9 classes of services. In general, the designer or author of a trade mark is the proprietor thereof unless such mark has been created under the direction or control of a third party then such party shall be the owner.
- Trade-marks are capable of transmission by assignment, license and operation of law. They can be mortgaged and pledged. Registration prohibits third parties from making use of identical marks or confusingly similar marks.
- Trade-marks are territorial and are only recognized and enforced in countries in which they are registered, used and maintained. Trade marks may be registered in respect of Zimbabwe, in the national office (ZIPO) or in ARIPO under the Banjul Protocol on Marks or in the World Intellectual Property Office under the Madrid System.
- The Zimbabwe Intellectual Property Office (ZIPO) is a section of the Department of Deeds and Intellectual Property and is currently administered by the Ministry of Justice Legal and Parliamentary Affairs. The Department was established in 1897 as the Deeds Office with a secondary function as an intellectual property registry.
- The main functions of ZIPO are the registration and maintenance of registers in respect of trademarks, patents, industrial designs, geographical indications and integrated circuit lay out designs under the respective local statutes and international treaties.
- Zimbabwe is a party to various international treaties governing intellectual property and it is one of the functions of ZIPO to represent Zimbabwe in the international arena on intellectual property matters and to ensure that Zimbabwe meets its administrative obligations under the treaties.
- Zimbabwe is, among others, a member of the African Regional Intellectual Property Organization (ARIPO) and a party to the Harare Protocol on Patents and Industrial Designs and the Banjul Protocol on Marks; it is a party to the Madrid Protocol, and ZIPO acts as an office of origin for individuals from Zimbabwe wishing to obtain international registrations through the Madrid system; and, it is also a contracting party to the Patent Cooperation Treaty (PCT) and ZIPO acts as a receiving office under the PCT.
As has been the case, the government’s policy position on tax incentives is very progressive. According to the National Development Strategy 1 (2021-2025) tax incentives represent forgone fiscal revenue. Notwithstanding the nexus between fiscal incentives and economic growth, the government of Zimbabwe will continuously do a Cost Benefit Analysis of the existing fiscal incentives to guide the review and streaming those found to be reductant. The following are some of the tax incentives for start-ups;
Incentive on VAT:
To facilitate VAT registration for Small to Medium Enterprises (SMEs) that qualify on account of their gross turnover exceeding the threshold of US$60 000 per annum, it is proposed to waive the requirement to account for output tax from the deemed date of qualification for registration.
Eligible SMEs will, thus, account for VAT from the date of registration. This incentive will apply to SMEs whose turnover does not exceedUS$240 000 per annum and voluntarily register for VAT with the Zimbabwe Revenue Authority This moratorium was said to be effective over a period of six months beginning 1 January 2017.
Special Initial Allowance:
SMEs even have a better capital allowance regime compared to big companies which write off capital assets against their income to reduce tax payable over three years at 50% in the first year then 25% wear and tear in the second and third year compared to 4 years of 25% per annum.
SMEs do not enjoy assessed losses which can be carried forward for six years. When making losses the law allows you to use such losses to reduce taxable income, until the losses are used up or expires the company will not pay taxes to the fiscus. The reporting of such losses can be only done by a person or company who is formally registered for taxes.
In Zimbabwe, more businesses are going digital and interacting directly with consumers. This has seen the rise of e-commerce business whereby a contract is solicited, offered, negotiated, and contracted online. The evolution of e-commerce business by information technology affects all the major stakeholders who include the companies, consumers, and the government. One area which poses challenges is the processing, handling, and storage of large volumes of personal data of consumers handled by commercial enterprises.
- The Freedom of Information Act (No. 1 of 2020) (‘the Freedom of Information Act’) was enacted into the laws of Zimbabwe on 1 July 2020 to provide for rights of expression, freedom of media, and the right of access to information held by entities in the interest of public accountability or for the exercise or protection of a right. It is a recently welcomed development which effectively repeals the Access to Information and Protection of Privacy Act of 2001 (‘the AIPP’). Whilst the Freedom of Information Act does not focus on data protection rights, certain provisions stated therein regulate the handling of personal information which directly affects data rights.
- More relevant to the present overview is the Cybersecurity and Data Protection Bill of 2019 (‘the Bill’) which was gazette on 15 May 2020. The Bill is a transformative measure in Zimbabwean law with the primary purpose of protecting the privacy and data rights of those susceptible to infringement. It is difficult to predict at this point whether the Bill will be passed given the contentious issues raised at public hearings. Nevertheless, with the advancement of technological innovation and cross-border trade, as well as the emergence of a Coronavirus pandemic response, compliance with international personal data protection legislation and standards has become imperative.
- The Constitution of Zimbabwe in section 57 also provides for the right to privacy. It is quite unfortunate, the law in this area is still yet to be developed to encompass the many changes happening in today technological Zimbabwe.
The Cyber and Security Bill defines data subject as an individual who is an identifiable person and the subject of data.
The types of data that can be processed under the Bill is data that is;
- adequate, relevant and not excessive in relation to the purposes for which it is collected or further processed;
- accurate and, where necessary, kept up-to-date;
- retained in a form that allows for the identification of data subjects, for
- no longer than necessary with a view to the purposes for which the data is collected or further processed.
The data controller shall take all appropriate measures to ensure that data processed shall be accessible regardless of the technology used and ensure that the evolution of technology shall not be an obstacle to the access or processing of such data.
The Cybersecurity and Data Protection Bill of 2019 (the Bill) which was gazetted on 15 May 2020 is a transformative measure in Zimbabwean law with the primary purpose of protecting the privacy and data rights of those susceptible to infringement.
Unlike the Freedom of Information Act, the Bill also regulates the collection, storage, and processing of data by natural or legal persons licensable by the data protection authority. The Bill proposes to apply to all data processing within Zimbabwe, and in instances where personal information is being transferred to a third party in a foreign country, the data controller must ensure that there is an adequate level of protection in the country of the recipient. Unfortunately, this Bill still has not yet been passed but is likely to passed soon.
The Bill provides for, among other things:
- The establishment of the Cyber Security Center and the Data Protection Authority within the Postal and Telecommunications Regulatory Authority (POTRAZ) and their relevant functions.
- The minimum standards and general rules on the processing of data.
- The permissibility and non-permissibility of the transfer of personal information outside Zimbabwe.
- The introduction of cybercrimes and their respective penalties, including hacking, the unlawful acquisition or use of data, the transmission of data messages inciting violence or damage to property, cyber-bullying and harassment, transmission of false data message intending to cause harm, the transmission of intimate images without consent, identity related offences and offences against children.
- The investigation and collection of evidence of cybercrime and unauthorized data collection and breaches.
- The obligations and immunity of electronic communications network or access service providers, hosting providers, caching providers and internet service providers.
Litigation, ADR methods and enforcement of foreign judgments and arbitral awards.
Disputes arising out of commercial transaction can be settled either by recourse to litigation, arbitration, mediation, and other alternative dispute resolution methods.
The most popular method of resolving legal disputes in Zimbabwe is litigation. In Zimbabwe and abroad, litigation has a fearsome reputation of being emotionally and financially taxing. The procedures involved are complex and protracted. Court cases have been known to drag on for months if not years on end. Due to the complexity and time-consuming nature of litigation, lawyers inevitably charge exorbitant fees.
It is therefore unsurprising that alternative methods of dispute resolution have evolved to circumvent the usual pain associated with litigation. Access to justice, therefore, goes beyond access to courts of law. There are various methods of resolving disputes without the daunting formality, cost, and complexity of litigation.
An increasing number of parties to disputes are resorting to alternative dispute resolution. This involves a third party offering professional and impartial assistance to get to a resolution that is acceptable to all the parties involved. Alternative dispute resolution is so flexible that it can be employed to resolve almost any kind of contention; including disputes that cannot ordinarily be resolved by the courts.
However, if one decides to go by way of litigation, there are many courts functioning in the country at different levels. Each court has a different role to play and has a separate jurisdiction from other courts. The highest being the Constitutional Court responsible for constitutional matters, followed by the Supreme Court as the court of appeal, followed by the High Court, Magistrate Court, Community Court and then Village Court. However, some of the key matters are considered below:
- Limitation Period: This is the time within a legal wrong may be initiated in Court. These time limits vary depending on the subject-matter of the dispute. For example, the time limit for initiating actions are set below:
- simple contracts, debt recovery is 3 years;
- debt owed to the State prescribes after six years
- a debt secured by a mortgage bond and a judgment debt prescribes after thirty years. Further where there is another enactment that provides otherwise, the prescription period provided in that enactment applies. For example, the Labor Act provides that labor disputes prescribe after two years.
- Locus Standi: Normally only a person who has a direct, personal interest in the remedy being sought has locus standi to seek that remedy in court.
- Conditions Precedent: The law sometimes requires certain conditions to be satisfied before filing an action in Court. Such condition precedents may be by way of service of Pre-Action Notice or satisfaction of other steps required by law before commencement of action, like Pre-Trial Conference, where the Judge assesses the suitability of the matter for alternative dispute resolution and gives necessary directions.
- Cause of Action: There must be a factual situation, the existence of which entitles one person to obtain from the court a remedy against another person.
- Jurisdiction: Jurisdiction is the legal capacity of the Court to hear and determine judicial proceedings. A court of law can only exercise judicial powers when it has jurisdiction.
These are alternative procedures outside the litigation method, often employed to resolve disputes in an efficient, mutually beneficial and timely fashion for Parties. These consist of negotiation, mediation, conciliation and Arbitration which is now commonly resorted to in settling commercial disputes in Zimbabwe. In Zimbabwe, foreign investors are accorded the same rights as nationals to adopt any of the above ADR process to resolve their commercial disputes whenever such arise.
Some features of these ADR methods are highlighted below:
- Involves parties discussing and agreeing to terms or reaching certain agreement without the aid or intervention of a third party.
- Comprised of several stages, viz: opening, bargaining, closing and execution.
- Different approaches that can either be soft; hard or firm.
- Essentially a non-binding dispute resolution mechanism.
- It involves a neutral third party who tries to help the disputing parties reach a mutually agreeable solution.
- The third party known as the Mediator should be impartial and not take decision for the parties rather he helps and assists in identifying the issues and interests that need to be resolved.
- An agreement reached by the parties during mediation is enforceable if the terms of settlement are reduced into writing by the parties and witnessed by their Counsel.
- The term of settlement will thereafter be filed in court and made the judgment of the court in form of a consent judgment.
- A neutral person meets with the parties to a dispute and explores how the dispute might be resolved. The Conciliator may deliver his opinion as to the merit of the dispute in necessary cases.
- Involving one or more neutral third parties (the “Arbitrator(s)”) usually agreed upon by the disputing parties.
- The decision of the Arbitrator(s) is called an Award, and is enforceable like a Court’s Judgment.
- The principal legislation dealing with arbitration in Zimbabwe is the Arbitration Act [Chapter 7:15] which is based on the Model Law. It reflects in many respects the provisions of the UNCITRAL Model law and also consistent with 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Award (New York Convention).
- There must be a written agreement between Parties to submit any dispute arising from their transaction to arbitration, in order to make the arbitral Award enforceable.
- Parties determine the rules of procedure to be adopted at the arbitral proceedings or the tribunal may so determine in the absence of Parties agreement.
- An arbitral Award must be signed by all the Arbitrators.
- Enforcement of Arbitral Award—the Party who got the Award in his favour may apply to the High Court for leave to enforce the Award as though the Award was a Judgment of the Court.
- All arbitral Awards made in Zimbabwe can be enforced in England and Wales or in any other country that is a signatory to the New York Convention.
In Zimbabwe, judgment may be enforced in any one of the ways highlighted below:
- Writ of Execution directs the Court’s Sheriff to seize and sell the Judgment Debtor’s property to satisfy the Judgment Debt.
- Garnishee Proceedings—usually initiated against a person who is indebted to the Judgment Debtor in order to attach the debt in satisfaction of the Judgment Debt.
- Order for execution of deeds and negotiable instruments.
- Civil imprisonment- duration of imprisonment may be determined by the court.
- Judicial management or liquidation of the debtor company.
Enforcement of Foreign Judgments.
- Judgments sounding in ‘money’ ie with a specified sum from designated countries are in terms of the Civil Matters (Mutual Assistance) Act [Chapter 8:02] (herein the Act) enforceable in Zimbabwe.
- In terms of SI 65/98, 360/98, 9/99 and 129/2003, the designated countries are as follows: Australia, Dominica, Germany, Ghana, Portugal, South Africa, Italy, Zambia, Slovak Republic, Bulgaria.
In the case of Wheeler v Egglestone HH 99-16 the court stated that: “a foreign judgment cannot be enforced without invoking internal processes. An individual or entity cannot come into the country brandishing a foreign judgment and run the breadth and width of the country seeking to enforce or execute the judgment on his own.”
Proceedings for the recognition and enforcement of foreign judgments and arbitral awards are usually instituted in the High Court of Zimbabwe. It must be stated that the ordinary action or motion procedure may therefore be followed.
The action procedure leads to trial where evidence is led orally. The action procedure must be followed where the party seeking enforcement reasonably anticipates that there will be a dispute of fact which cannot be resolved on the papers. The motion procedure is followed where no dispute of fact which cannot be resolved through documentary evidence is anticipated.
Under the common law, the general requirements for the recognition and enforcement of foreign judgments may be summarized as follows:
- the foreign court in question had the requisite international jurisdiction or competence according to our law;
- the judgment concerned was final and has the effect of res judicata according to the law of the forum in which it was pronounced;
- the judgment must not have been obtained by fraudulent means;
- it must not entail the enforcement of a penal or revenue law of the foreign State;
- it must not be contrary to public policy in this country; and (vi) the foreign court must have observed the minimum procedural standards of justice in arriving at the judgment.
In an application to enforce and execute a foreign judgment, the applicant’s application must be accompanied by a certified copy of the judgment to be executed. If the judgment is in a foreign language, it must be translated and certified by the Registrar of the issuing Court confirming that such judgment is final and enforceable together with a brief of the facts leading to the judgment.
Zimbabwe has enormous potential for exploitation given its generous endowment of natural resources, existing stock of public infrastructure and comparatively skilled human resources. After decades of operating in silos frustrating investment inflows into the country and ultimately slowing down national socio-economic development, agencies involved in registration and approval of new businesses are now one entity. The ZIDA Act creates a one-stop investment center that consolidates previous agencies and simplifying the process of registering a new business. The creation of ZIDA is plausible too because it builds on a range of other measures that the Government has undertaken over the past three years to reform and grow the economy.
In addition, Zimbabwe now has a local currency in place, with the interbank foreign currency market in place amongst other fiscal reforms. These measures are improving the attractiveness of Zimbabwe as an investment destination.