07/03/2026
๐ข๐๐ป๐ฒ๐ฟ๐๐ต๐ถ๐ฝ ๐ฅ๐ฒ๐ฐ๐ผ๐ฟ๐ฑ๐ ๐ข๐ณ๐๐ฒ๐ป ๐ข๐๐ฒ๐ฟ๐น๐ผ๐ผ๐ธ๐ฒ๐ฑ ๐ช๐ต๐ฒ๐ป ๐ฆ๐ ๐๐ ๐๐ต๐ฎ๐ป๐ด๐ฒ ๐๐ถ๐ฟ๐ฒ๐ฐ๐๐ผ๐ฟ๐
๐๐๐๐ก๐ช๐ง๐ ๐ฉ๐ค ๐ช๐ฅ๐๐๐ฉ๐ ๐จ๐๐๐ง๐๐๐ค๐ก๐๐๐ง ๐ง๐๐๐ค๐ง๐๐จ ๐๐๐ฃ ๐ก๐๐๐ซ๐ ๐๐ค๐ง๐ข๐๐ง ๐ฅ๐๐ง๐ฉ๐ฃ๐๐ง๐จ ๐ก๐๐๐๐ก๐ก๐ฎ ๐ค๐ฌ๐ฃ๐๐ฃ๐ ๐ฅ๐๐ง๐ฉ ๐ค๐ ๐ฉ๐๐ ๐๐ช๐จ๐๐ฃ๐๐จ๐จ.
By Nhamoinesu Tsvangirayi, Tax Consultant and SME Advisor
When many SMEs register a company, the main focus is on getting the business started. Entrepreneurs choose a company name, list directors, list shareholders, and complete the registration process. Once the company is registered, attention naturally shifts to running the business โ finding customers, managing operations, and growing the enterprise.
As the business grows, changes often happen along the way. A director may resign, a new partner may join, or management responsibilities may shift. In many of these situations, business owners remember to update the ๐ฑ๐ถ๐ฟ๐ฒ๐ฐ๐๐ผ๐ฟ๐ of the company, but they sometimes overlook reviewing the ๐๐ต๐ฎ๐ฟ๐ฒ๐ต๐ผ๐น๐ฑ๐ฒ๐ฟ๐.
This small administrative detail can create significant ownership issues later.
๐๐ถ๐ฟ๐ฒ๐ฐ๐๐ผ๐ฟ๐ ๐ฎ๐ป๐ฑ ๐๐ต๐ฎ๐ฟ๐ฒ๐ต๐ผ๐น๐ฑ๐ฒ๐ฟ๐: ๐ป๐ผ๐ ๐๐ต๐ฒ ๐๐ฎ๐บ๐ฒ ๐๐ต๐ถ๐ป๐ด
In simple terms,
๐๐ถ๐ฟ๐ฒ๐ฐ๐๐ผ๐ฟ๐ manage and run the companyโs operations.
๐ฆ๐ต๐ฎ๐ฟ๐ฒ๐ต๐ผ๐น๐ฑ๐ฒ๐ฟ๐ own the company through shares.
Sometimes the same people are both directors and shareholders. However, legally these are two separate roles.
Removing someone as a director only changes who manages the company.
It ๐ฑ๐ผ๐ฒ๐ ๐ป๐ผ๐ ๐ฎ๐๐๐ผ๐บ๐ฎ๐๐ถ๐ฐ๐ฎ๐น๐น๐ ๐ฐ๐ต๐ฎ๐ป๐ด๐ฒ ๐๐ต๐ผ ๐ผ๐๐ป๐ ๐๐ต๐ฒ ๐ฐ๐ผ๐บ๐ฝ๐ฎ๐ป๐.
If the shares are still registered in that personโs name, they remain a shareholder โ even if they are no longer involved in the business.
๐ช๐ต๐ ๐๐ต๐ถ๐ ๐ฐ๐ฟ๐ฒ๐ฎ๐๐ฒ๐ ๐ฝ๐ฟ๐ผ๐ฏ๐น๐ฒ๐บ๐ ๐ณ๐ผ๐ฟ ๐ฆ๐ ๐๐
In many small businesses, when a director leaves the company, everyone assumes that the person has completely exited the business.
So the company updates the director records and continues operating as normal.
However, if the shares were never transferred, that former director may still legally own part of the company.
This means:
Their name may still appear in the companyโs shareholder register
They may still hold legal ownership of shares
They may still have rights attached to those shares
In other words, the company could operate for years while someone who left long ago is still technically one of its owners.
๐ง๐ต๐ฒ ๐๐ต๐ฒ๐น๐ณ ๐ฐ๐ผ๐บ๐ฝ๐ฎ๐ป๐ ๐๐ถ๐๐๐ฎ๐๐ถ๐ผ๐ป
This issue is also common when entrepreneurs buy shelf companies.
A shelf company is a company that was registered earlier but never used. People often buy these companies because it is faster than registering a new one.
After purchasing the shelf company, the new owner usually changes the directors so that they can run the business.
But many people forget to also update the shareholders.
As a result, the business may be operating under new management, but the official company records may still show the previous owners as shareholders.
If this is not corrected, the legal ownership of the company may not reflect the reality of who actually owns the business.
๐ช๐ต๐ฎ๐ ๐๐ต๐ฒ ๐น๐ฎ๐ ๐ฟ๐ฒ๐พ๐๐ถ๐ฟ๐ฒ๐
Zimbabweโs ๐๐ผ๐บ๐ฝ๐ฎ๐ป๐ถ๐ฒ๐ ๐ฎ๐ป๐ฑ ๐ข๐๐ต๐ฒ๐ฟ ๐๐๐๐ถ๐ป๐ฒ๐๐ ๐๐ป๐๐ถ๐๐ถ๐ฒ๐ ๐๐ฐ๐ [๐๐ต๐ฎ๐ฝ๐๐ฒ๐ฟ ๐ฎ๐ฐ:๐ฏ๐ญ] requires companies to maintain accurate records of both directors and shareholders.
For example:
Section 217 requires companies to keep a register of directors and secretaries, showing who is responsible for managing the company.
Section 121 requires companies to keep a register of members (shareholders) which records the individuals or entities that legally own the company.
In addition, the Companies Regulations, including Regulations 11, 14 and 16, provide procedures for filing notices and updating company records when changes in directors or shareholders occur.
In simple terms, whenever there is a change in management or ownership, the company must update its official records so that the register reflects the correct position.
๐ ๐๐ถ๐บ๐ฝ๐น๐ฒ ๐ญ๐ถ๐บ๐ฏ๐ฎ๐ฏ๐๐ฒ๐ฎ๐ป ๐ฒ๐
๐ฎ๐บ๐ฝ๐น๐ฒ
Imagine two friends register a small construction company together. Both are listed as directors and shareholders.
After a few years, one partner decides to leave the business. The remaining partner files documents to remove him as a director and continues running the company alone.
However, the shares were never transferred.
On paper, the former partner may still legally own part of the company โ even though he is no longer involved in the business.
Years later, when the company grows or begins winning bigger contracts, that ownership issue can suddenly become very important.
๐๐ผ๐บ๐บ๐ผ๐ป ๐บ๐ถ๐๐๐ฎ๐ธ๐ฒ ๐ฆ๐ ๐๐ ๐บ๐ฎ๐ธ๐ฒ
Many SMEs assume that removing a director automatically removes that person from the company completely.
But directorship and shareholding are separate legal matters, and both must be updated properly.
Failing to update shareholder records is one of the most common company record-keeping problems in small businesses.
๐๐ฐ๐๐ถ๐ผ๐ป ๐๐๐ฒ๐ฝ ๐ณ๐ผ๐ฟ ๐ฆ๐ ๐ ๐ผ๐๐ป๐ฒ๐ฟ๐
Take a moment to review your company records and ask yourself three simple questions:
Who are the current directors of the company?
Who are the registered shareholders?
Do these names reflect the people who actually own and run the business today?
If the records do not match the reality of the business, it may be time to regularise the company documents.
Addressing these issues early helps avoid ownership disputes and protects the long-term stability of the business.