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

Is Nominee shareholding legal in Zimbabwe?

Nominee shareholding is an increasingly common phenomenon within the corporate sector in Zimbabwe. In light thereof it is prudent to note the important developments introduced under the Companies and Other Business Entities Act [Chapter 24:31] (hereinafter “COBE”). The old Companies Act did not address the issue in any detail, however COBE rather comprehensively regulates same.

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

The Concept of a Shadow Director under Zimbabwean Company Law

Definition of a Shadow Director A ‘Shadow Director” is defined as a person who has not been formally appointed as a director but has influence or control over the company directors in such a way that he or she gives instructions or directions to the company’s board of directors which the directors are accustomed to

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 The previous Insolvency Act [Chapter 6:04], now repealed by the new Act, did not legislate corporate rescue.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

The Solvency and Liquidity Test under the Companies and Other Business Entities Act (Chapter 24:31) – Zimbabwe

One of the major additions to the new Companies and Other Entities Act [Chapter 24:31] (hereinafter “the Act”) in Zimbabwe, is the inclusion of a solvency and liquidity test in Section 102. The previous Companies Act [Chapter 24:03] (now repealed) did not address this aspect. The solvency and liquidity test ought to be utilized by

THE BOARDROOM SERIES – PART 3: LIABILITIES OF DIRECTORS UNDER THE COMPANIES & OTHER BUSINESS ENTITIES ACT [Chapter 24:31] – ZIMBABWE

1. Introduction In Part 1 of the Boardroom Series, I highlighted the role and function of the board of directors and in Part 2 of the same series, I discussed the statutory duties of directors introduced by the new Companies & Other Business Entities Act [Chapter 24:31] (hereinafter referred to as “the new Companies Act”). Part

Conflict of Interest Provisions in the Companies and Other Entities Act Chapter 24:31 – Zimbabwe

An important addition to the new Companies and Other Entities Act Chapter 24:31 (“the Act”) is the duty directors have to disclose conflict of interest. The duty has always existed under common law[1] however it is now codified in the Act, under sections 56 to 58. The regulation of directors’ conflicts of interests is a