06/01/2026
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# # 📌 **Overview of the 2025 Companies Act Amendment**
The **Companies (Amendment) Act, 2025** introduces wide-ranging reforms focused on **transparency, governance, compliance, and enforcement**. These changes strengthen the corporate regulatory framework, improve company information accuracy, and tighten obligations on directors, beneficial owners, and the Registrar. ([PACRA][1])
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# # 🧾 **Key Highlights of the Amendments**
# # # ✅ **1. Transparency & Beneficial Ownership**
* Companies must maintain **accurate and up-to-date beneficial ownership information** and ensure company registers reflect nominees and nominators. ([PACRA][1])
* New requirements for companies and individuals to disclose reliable ownership details to the Registrar and, in certain cases, public access. ([PACRA][1])
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# # # 🔒 **2. Prohibitions & Compliance**
* **Prohibition on misuse of company names:** A person cannot use a company name without proper incorporation or registration. ([PACRA][1])
* **Bearer shares banned:** Companies may no longer issue bearer shares (shares that can change hands without formal records). ([PACRA][1])
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# # # 📑 **3. Enhanced Registrar Powers**
* The Registrar may **reject applications for incorporation** if requirements are not met or false information is provided. ([PACRA][1])
* Companies may be **de-registered if compliance standards are not met**, such as maintaining minimum share capital, directors, or required filings. ([PACRA][1])
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# # # 📊 **4. Company Registers & Required Records**
* Expanded requirements for company registers to include details like the identity of nominees and nominators. ([PACRA][1])
* Companies must file **comprehensive annual returns** with expanded types of records, including financial statements and disclosures. ([PACRA][1])
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# # # ⚖️ **5. Enforcement & Penalties**
* Offences relating to non-compliance now carry **significant fines and possible imprisonment** for directors or officers failing to comply with reporting obligations. ([PACRA][1])
* Risk assessments and regulatory oversight are added for anti-money-laundering and terrorism financing risk associated with legal persons and arrangements. ([PACRA][1])
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# # # 🔄 **6. Deregistration & Restoration**
* New provisions allow a **former director or member to apply for restoration** of a de-registered company within 10 years under specified conditions. ([PACRA][1])
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# # # 🧾 **7. Licensing & Operational Compliance**
* Government departments and agencies **cannot issue licences, permits, or services** to a company without a compliance certificate proving annual returns, minimum share capital, and beneficial owner declarations have been submitted. ([PACRA][1])
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# # 📝 **What This Means for Companies**
* **Greater accountability:** More stringent reporting and disclosure standards for owners, nominees, and directors. ([PACRA][1])
* **Stronger enforcement:** Clearer regulatory oversight with fines and potential criminal sanctions for non-compliance. ([PACRA][1])
* **Operational impacts:** Businesses must align internal governance, record-keeping, and filings to avoid de-registration or penalties. ([PACRA][1])
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If you want, I can also outline the **practical compliance steps** your company will need to take to align with the new Act (e.g., beneficial ownership filings, register updates, digital submissions).
[1]: https://www.pacra.org.zm/files/notices/COMPANIES-AMENDMENT-BILL2025-DRAFT.pdf?utm_source=chatgpt.com "[PDF] THE COMPANIES (AMENDMENT) BILL, 2025 - Pacra"
