It is not everytime in Zimbabwe when things go your way! There may come a time when you have to add or remove a company director. This change in company directors can be neccessitated by: a voluntary resignation, death, incapacitation of the director or a change in the business landscape. To change company directors mean either adding a new director or removing an existing one.
In Zimbabwe, the change of company directors process is governed by the Companies and Other Business Entities Act [Chapter 24:31], which replaced the old Companies Act in 2020. Under the new Act, the form used for this process has changed: the formerly well-known CR14 form was replaced with the CR6 form.
When to Change Company Directors
A change in company directors can happen in any of the below forms:
- New Appointment: Adding a new person to the board.
- Resignation: A director voluntarily leaves their post.
- Removal: Shareholders vote to remove a director (usually requiring a special resolution).
- Change of Details: If an existing director changes their residential address or legal name.
- Death or Disqualification: If a director passes away or becomes legally ineligible (e.g., bankruptcy or criminal conviction).
You are legally mandated to notify the Registrar of Companies if any of the above happens. Most importantly, you must file the change with the Registrar of Companies within 21 days of the change occurring. Failure to do so can result in late filing penalties.
Company Registration & Updates [Change of Directors / Shareholders], Tax Registration and Updates , Vendor Number, PRAZ Registration – Call or WhatsApp +263777069078 | +263716196475
How to change company Directors?
Whenever there is going to be a change in company directors, you must follow the following processes:
1. Internal Authorisation
- Board Meeting: This is the first step you must carry out when doing a change of directors in an organisation. You have to hold a meeting where the resignation is accepted or the new appointment is proposed.
- Resolution: Pass a formal resolution. For appointments, a simple board resolution usually suffices (unless the Articles of Association state otherwise). For removals, a Special Resolution from shareholders is typically required.
- Letter of Consent/Resignation: * New Director: Must sign a letter consenting to act as a director.
- Outgoing Director: Should provide a signed resignation letter.
Sample letters for change of company directors
Below are two sample letters to draft when effecting a change of directors for a company in Zimbabwe:
Template 1: Director’s Resignation Letter
This should be printed on plain paper or the director’s personal letterhead, signed, and kept in the company’s minute book.
To: The Board of Directors [Company Name] [Company Registered Address]
Date: [Insert Date]
RE: RESIGNATION FROM THE BOARD OF DIRECTORS
I, [Full Name of Director], holder of ID Number [ID Number], hereby tender my resignation as a Director of [Company Name] effective from [Date of Resignation].
My resignation is due to [optional: personal reasons / other commitments]. I confirm that I have no claims against the company for loss of office, unpaid fees, or otherwise.
I wish the company continued success in its future endeavors.
Yours Faithfully,
[Signature] [Full Name]
Template 2: Board Resolution for New Appointment
This should be printed on the Company Letterhead and signed by the Chairperson and/or the Secretary.
EXTRACT OF THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD AT [LOCATION] ON [DATE]
IT WAS RESOLVED:
That [Full Name of New Director], holder of ID Number [ID Number], be and is hereby appointed as a Director of the Company with effect from [Date].
That the Company Secretary be and is hereby authorized to file the necessary Form CR6 with the Registrar of Companies to effect this change.
[Optional] That the new director be added as an authorized signatory to the company’s accounts held at [Bank Name].
Certified as a true record of the proceedings:
[Signature] Chairperson/Company Secretary
2. Documents required for new directors
To file the change of directors, you will need the following information for the new director(s):
- Full names and any former names.
- National ID number (or Passport number for non-residents).
- Nationality.
- Residential address.
- Date of appointment/resignation.
Company Registration & Updates [Change of Directors / Shareholders], Tax Registration and Updates , Vendor Number, PRAZ Registration – Call or WhatsApp +263777069078 | +263716196475
3. Filing the CR6 Form (Formerly CR14)
- Prepare the Form CR6 (List of Directors and Secretaries).
- Submit the form to the Registrar of Companies Online.
- Note: The Registry often requires that your Annual Returns are up to date before they will accept any new filings for director changes.
Sample change of directors document
4. Post-Filing Requirements
- ZIMRA Update: You must notify the Zimbabwe Revenue Authority (ZIMRA) of the change, especially if the director is also the Public Officer of the company.
- Bank Notification: Most banks require a “certified” copy of the new CR6 and a fresh board resolution to update the bank account signatories.
Key Requirements to Remember
- Minimum Directors: A Private Limited Company (PLC) must have at least two directors.
- Residency: At least one director must be ordinarily resident in Zimbabwe.
- Corporate Directors: Under the new Act, a company cannot be a director; only natural persons are permitted.
