Corporate Governance in Microfinance in Zimbabwe

On the 6th of January 2023, the Registrar of Microfinance Institutions (hereinafter ‘the Registrar’) released a press statement highlighting that following an onsite examination of the Zimbabwe Women’s Microfinance Bank Limited in December 2022, corporate governance weaknesses were identified at the institution. This is not the only institution that has been found wanting, in corporate

UNPACKING ASSIGNMENT CLAUSES – A broad overview

We often see the clause below in many agreements we enter into; “ASSIGNMENTNo party may assign, transfer, sub-contract or otherwise part with this agreement or any partthereof or any right or obligation under it, without obtaining the other party’s prior writtenconsent thereto.ORA party may assign its rights under this Agreement to any affiliated entity which directly

Law on Guarantees in Zimbabwe

In this week’s blog post we discuss Zimbabwean law on contracts of guarantee. What is a contract of Guarantee? In simple terms a guarantee contract is an autonomous agreement between the guarantor and the creditor. It is essentially a promise by one party (the “guarantor”) that a second party (the “principal debtor”) will fulfil his

REMEDIES FOR BREACH OF CONTRACT

In this week’s blog, we will be discussing remedies that are available to an aggrieved party in instances where there is a breach of contract. A breach of contract occurs when a party to an agreement fails to fulfil any of the agreed-upon terms and conditions of the contract. When this occurs, the aggrieved party

Essentials of a Partnership Contract in Zimbabwe

In this week’s blog post we discuss partnership agreements, essential clauses and guidelines for registration. What is a partnership agreement? A partnership contract is a document which outlines the way a business partnership will be run. In terms of the Companies and Other Business entities Act, in Zimbabwe a partnership may have between 2 and

CONTRACT LAW IN ZIMBABWE – Key Differences between contracts regulating employee and independent contractor

We are currently doing a series titled “Contract Law in Zimbabwe”. This week we look at the key differences between employment contracts and a contract in which an independent contractor is engaged. We also consider how the courts in Zimbabwe determine which category the contract falls under, between the two. As well as potential risks

An Overview of the Statutory Merger Procedure in terms of the Companies & Other Business Entities Act (Chapter 24:31), Zimbabwe

In my last article titled ‘Types of merger structures permissible under the Companies and Other Business Entities Act’, I looked at the various types of merger structures that can be used to effect a merger. In this article I take a step further to explain the statutory merger procedure outlined in the Companies & Other

Corporate Rescue Proceedings in Zimbabwe under the Insolvency Act Chapter 6:07

In this blog post, we unpack the corporate rescue proceedings in the relatively new Zimbabwean Insolvency Act No. 7 of 2018 (hereinafter “the Act”). The previous Insolvency Act [Chapter 6:04], now repealed by the new Act, did not legislate corporate rescue. Therefore, previously a company could be rehabilitated using the judicial management provision in the

Board Composition: The Companies and other Business Entities Act (Chapter 24:31)

The board of directors is the custodian and focal point for corporate governance. The composition of the board is therefore crucial to enable it to effectively carry out its governance role and improve corporate governance in any company. It is thus essential for all companies to strive to achieve the right mix and balance of

Zimbabwean National Code on Corporate Governance – What you need to know

History Published in April 2015, the National Code of Corporate Governance of Zimbabwe (“ZimCode”) is the first national corporate governance code for private and state-owned companies. Prior to this code, corporate governance in Zimbabwe was regulated by the Companies Act (Chapter 24:03)(now repealed), the Zimbabwe Stock Exchange Act (Chapter 24:18) (“ZSE”) listing requirements (now repealed),