Directors

What is a company director?

Directors are appointed to manage a company on behalf of the Members (Shareholders).

Who can be a company director?

Almost anyone can be a director of a Private Limited Company, providing they are aged 16 or over, have not been declared bankrupt and are not legally disqualified from being a director.

How many company directors do I need to register a Private Limited Company?

The Companies and Other Business Entities Act (Chapter 24:32) requires a minimum of 2 natural persons to act as a Director in order to register a private limited company. The maximum number of directors is 50.

Do I need to live in Zimbabwe to become a director?

No, you do not have to be a Zimbabwean resident to be a director of a Private Limited Company. However, the Companies and Other Business Act (Chapter 2:32) requires a Private Limited Company to have at least 1 director to be ordinarily a resident of Zimbabwe.

Can a director be another company?

Currently, a corporate body or company cannot be a director of another company.

Does a director have to be a shareholder in the company?

Directors are not required to own any shares in the company they run, but they are permitted to. Similarly, a shareholder is not required to be a director, but they are allowed to be.

What are the main duties of directors?

Directors are responsible for running a company lawfully and trying to make it successful. They must follow the company’s rules, make decisions for the company’s benefit, maintain records and undertake necessary filings (such as annual returns and declaration of annual general meeting). They are bound to act in accordance with the Directors Duties, as per sections the Companies and Other Business Entities Act (Chapter 24:32).

Can I appoint a new director after company registration?

New directors can be appointed any time after registration, in line with the Company’s articles of association (fellow directors may make the appointment, although sometimes this power is reserved only for the members).

Can I remove a director from a company?

A director can be removed from a company by a majority vote from the shareholders (or directors, if permitted by the articles), or disqualified by a court or governing body. If the terms of the director’s contract or a shareholders’ agreement are breached, a director may be entitled to damages.

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