What is Table A in Zimbabwe company law?

Table A is a set of default Articles of Association provided in the Companies and Other Business Entities Act. If a company does not file its own articles, Table A applies automatically. Companies can adopt Table A in full, modify specific provisions, or draft entirely custom articles.

Articles of Association Zimbabwe — Table A, Template & Guide

Q: What are Articles of Association?

Articles of Association are the internal rules that govern how a company is managed. They cover directors' powers, shareholder meetings, share transfers, dividends, and other internal procedures. In Zimbabwe, companies can adopt Table A (default articles) or draft custom articles.

Q: Do I need custom articles or can I use Table A?

For simple single-owner or family companies, Table A is usually sufficient. For companies with multiple shareholders, investors, or complex governance needs, custom articles are strongly recommended to address specific situations like share transfer restrictions, deadlock provisions, and director appointment rights.

What Are Articles of Association?

The Articles of Association are the internal governance rules of a Zimbabwe company. While the Memorandum of Association deals with the company's relationship with the outside world, the Articles deal with the internal management — how decisions are made, how shares are transferred, how directors are appointed, and how meetings are conducted.

Under the Companies and Other Business Entities Act [Chapter 24:31], every company must have Articles of Association. If none are filed at registration, the default Table A articles apply automatically.

Table A — Default Articles

Table A is a standard set of Articles provided in the First Schedule of the Act. Key provisions include:

Directors manage the company's business
Shareholders appoint and remove directors by ordinary resolution
Annual General Meetings must be held within 6 months of the financial year end
Shares are transferable subject to directors' approval (for private companies)
Dividends are declared by shareholders but recommended by directors
Quorum for meetings is the majority of shareholders

Pro Tip: Many companies adopt Table A with specific modifications. For example: "Table A of the Companies and Other Business Entities Act shall apply to the company save as varied or excluded by these Articles." This gives you a solid baseline with custom overrides where needed.

When You Need Custom Articles

Custom articles are recommended when:

Multiple shareholders with different investment amounts — You may want weighted voting rights
Pre-emption rights — Existing shareholders get first right of refusal on share transfers
Director appointment rights — Specific shareholders can appoint specific directors
Deadlock provisions — What happens when shareholders are split 50/50
Drag-along and tag-along rights — Common for investor-backed companies
Reserved matters — Decisions that require unanimous or super-majority approval
Dividend policy — Specific rules on when and how dividends are paid

Key Clauses in Articles of Association

Clause	What It Covers
Share Transfer	How shares can be sold/transferred, pre-emption rights, director approval
Directors	Appointment, removal, powers, remuneration, conflicts of interest
General Meetings	AGM requirements, notice periods, quorum, voting procedures
Dividends	Declaration process, interim dividends, unclaimed dividends
Borrowing Powers	Limits on company borrowing, who can authorize loans
Accounts & Audit	Financial year, accounting records, auditor appointment
Winding Up	Distribution of assets on dissolution
Indemnity	Protection for directors acting in good faith

Articles vs Shareholder Agreement

Articles of Association and Shareholder Agreements both govern the company, but they differ:

Feature	Articles	Shareholder Agreement
Public document?	Yes — filed at Registry	No — private and confidential
Binds who?	Company and all members	Only the parties who sign it
Amendment	Special resolution (75%)	Unanimous consent (typically)
Enforcement	By the court	As a contract between parties

Amending the Articles

Articles can be amended by special resolution (75% of voting shareholders) at a general meeting. The amended articles must be filed with the Registrar within 14 days. The amendment fee is typically $20–$50.

Frequently Asked Questions

What are Articles of Association?

The internal rules governing how a company is managed — directors' powers, shareholder meetings, share transfers, dividends, and other procedures.

What is Table A?

Table A is the default set of Articles provided in the Companies Act. If a company doesn't file its own articles, Table A applies automatically.

Do I need custom articles or can I use Table A?

For simple single-owner companies, Table A is sufficient. For companies with multiple shareholders or investors, custom articles are strongly recommended.

Articles of Association Zimbabwe

What Are Articles of Association?

Table A — Default Articles

When You Need Custom Articles

Key Clauses in Articles of Association

Articles vs Shareholder Agreement

Amending the Articles

Related Documents

Download Free Articles of Association Template

Need Custom Articles Drafted?

Frequently Asked Questions