The Act provides that certain types of business entities are registrable including public limited companies, private limited companies, companies limited by guarantees, co-operative companies, foreign companies, private business corporations and partnerships, syndicates, joint ventures and certain other associations of persons. The Act establishes the Office of the Registration of Companies and Other Business Entities (the Companies Office) as a body corporate. The Act also establishes the Chief Registrar and some other registrars to assist in the management and administration of the Act. The Chief Registrar also appoints inspectors to carry out investigations with regards to companies and business entities, this includes investigations to determine ownership or control, investigation of registered or unregistered business entities, among others. The Act extensively provides for the duties and responsibilities of office bearers of companies and private business corporations to include the duty of care and business judgment rule and a host of other duties summed under the duty of loyalty (duty to disclose conflict of interest). The Act provides for the mode of forming a company and lists all necessary pre-incorporation matters and documents. It also provides for matters incidental to the incorporation of a company including the nature of shares, the requirement to have shareholders, the authorisation for shares, the rights of shareholders, the form of prospectus, share allotment, transfer of shares and debentures, increase/decrease of share capital, filling of returns and statements, the requirements for meetings, etc. The Act provides for the office of Directors makes extensive provisions regarding them, for instance a Director must be ordinarily resident in Zimbabwe, a Director shall not hold the office of the CEO and also chair the board of the company, Director shall act within the powers of the company in a way that promotes good faith and the success of the company, among others. The Act further provides that Directors shall in the performance of their actions, have regards to the following; the long-term consequences of any decision; the interests of the company s employees; the need to foster the company s relationships with suppliers, customers and others; the impact of the company s operations on the community and the environment; the desirability of the company maintaining a reputation for high standards of business conduct; the need to act fairly as between shareholders of the company, among others. The Act empowers the Registrar to establish an electronic registry for the purpose of digitizing records and applying information technology to processes under the Act.
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ACT to provide for the consititution, incorporation, registration, managment and internal administration of companies and winding up of companies and private business corpporations; to enable the voluntary registration of other business entities; to ensure the removal of defunct companies and private business corporations by re-registering all existing companies and private business corporations; to repeal the Companies Act (Chapter 24:03) and the Private Business Corporations Act (Chapter 24:11) and to provide for matters connected therewith or incidental thereto.