Memorandum of Association Zimbabwe

What Is a Memorandum of Association?

The Memorandum of Association (MoA) is one of the two principal constitutional documents of a company in Zimbabwe (the other being the Articles of Association). It defines the company's relationship with the outside world — its name, purpose, share capital, and the extent of members' liability.

Under the Companies and Other Business Entities Act [Chapter 24:31], every company must file a Memorandum of Association at registration. The MoA is a public document that anyone can inspect at the Companies Registry.

Mandatory Clauses in the Memorandum

Every Memorandum of Association in Zimbabwe must contain the following clauses:

1. Name Clause

The full registered name of the company. For a private company, the name must end with "(Private) Limited" or "(Pvt) Ltd". For a public company, it must end with "Limited" or "Ltd". The name must have been reserved at the Companies Registry before filing.

2. Registered Office Clause

A statement that the registered office of the company will be situated in Zimbabwe. The actual address is provided on the CR6 form, not in the MoA itself — but the MoA must confirm the office is in Zimbabwe.

3. Objects Clause

This clause defines what the company is formed to do. It lists the main business activities and ancillary powers. The objects clause is important because transactions outside the stated objects may be challenged as ultra vires (beyond the company's powers).

Modern practice is to draft the objects clause broadly. A typical objects clause might include:

• The primary business activity (e.g., "to carry on business as general traders")
• Ancillary activities (e.g., "to buy, sell, lease, and deal in property")
• A general catch-all (e.g., "to carry on any other business which may be conveniently combined with the above")

4. Liability Clause

A statement that the liability of members is limited. For a company limited by shares, this means members are only liable to the extent of the amount unpaid on their shares.

5. Capital Clause

The authorised share capital of the company, divided into shares of a fixed amount. For example:

"The authorised share capital of the company is USD $1,000.00 divided into 1,000 ordinary shares of USD $1.00 each."

There is no statutory minimum share capital for private companies. Common starting amounts:

Company Type	Typical Authorised Capital
Small private company	$100 (100 shares at $1.00)
Medium company	$1,000–$10,000
Public company	$50,000+

6. Association/Subscriber Clause

The founding members (subscribers) sign the MoA, stating how many shares each subscribes to. A private company needs at least 1 subscriber, and a public company needs at least 2. Each subscriber's details (name, address, ID number, shares subscribed) must be included.

Amending the Memorandum

To change the MoA after registration:

1. Pass a special resolution at a general meeting (75% of shareholders voting in favour)
2. File the amended MoA with the Registrar within 14 days
3. Pay the prescribed filing fee ($20–$50)
4. For changes to the objects clause, creditors may object within 21 days

Common Drafting Mistakes

• Objects clause too narrow — If you only list "software development" and later want to do consulting, you may need to amend
• Mismatched company name — The name in the MoA must exactly match the reserved name
• Incorrect share structure — Ensure the shares described match what you want for ownership
• Missing subscriber signatures — All founding members must sign in the presence of a witness

Related Documents

• Articles of Association — Internal governance rules (filed alongside MoA)
• CR14 Form — Directors & Secretary particulars
• CR6 Form — Registered office address
• Shareholder Agreement — Protects shareholder interests beyond the MoA
• Company Constitution — Alternative single-document option

Frequently Asked Questions