This Act was repealed on 2020-02-13 by Companies and Other Business Entities Act, 2019.
Zimbabwe
Private Business Corporations Act
Chapter 24:11
- Published in Government Gazette
- Commenced on 5 July 1997
- [This is the version of this document at 31 December 2016 and includes any amendments published up to 31 December 2017.]
- [Note: This version of the Act was revised and consolidated by the Law Development Commission of Zimbabwe]
- [Repealed by Companies and Other Business Entities Act, 2019 (Act 4 of 2019) on 13 February 2020]
Part I – Preliminary
1. Short title
This Act may be cited as the Private Business Corporations Act [Chapter 24:11].2. Interpretation
3. Registrar and office for registration of private business corporations
For the registration of private business corporations under this Act the Companies Registration Offices established by section 5 of the Companies Act shall be employed and that section shall apply, mutatis mutandis, to private business corporations.Part II – Incorporation of private business corporations and matters incidental thereto
4. Formation
Any one or more persons, not exceeding twenty, who qualify for membership of a private business corporation in terms of section twenty-three may, by subscribing their names to an incorporation statement and otherwise complying with the requirements of this Act in respect of registration, form a private business corporation.5. Incorporation statement
6. Signing of incorporation statement
7. Registration of incorporation statement
8. Incorporation of private business corporation and capacity and powers thereof
9. Limitation of liability of members of private business corporation
Subject to this Act, the members of a private business corporation shall not, solely by reason of their membership, be liable for the debts or obligations of the private business corporation.10. Registration of amended incorporation statement
11. Incorporation statement to be kept at registered office
12. Effect of limitation of objects of private business corporation
13. No constructive notice of incorporation statement or other public documents
The fact that a private business corporation’s incorporation statement or any other document has been registered in terms of this Act or is available or required to be available for inspection in terms of this Act, shall not, of itself, be construed as giving any person notice or knowledge of its contents.14. Prohibition of undesirable name
15. Change of name
16. Display of name by private business corporation
17. Publication of members’ names
18. Postal address and registered office
Every private business corporation shall have in Zimbabwe a postal address and a registered office, particulars of which shall be recorded in its incorporation statement and amended when necessary.19. Pre-incorporation contracts
Any contract made in writing by a person professing to act as agent or trustee for a private business corporation not yet formed, incorporated or registered shall be capable of being ratified and adopted by or otherwise made binding upon and enforceable by the private business corporation after it has been duly registered as if it had been duly formed, incorporated and registered at the time when the contract was made, if the ratification or adoption is in writing signed by all the members of the private business corporation within the time specified in the contract or, if no time is specified, within a reasonable time.20. Conversion of company into private business corporation
21. Cancellation of registration of private business corporation upon conversion into company
If a private business corporation is converted into a company in terms of the Companies Act, the Registrar shall, upon its registration as a company, cancel its registration as a private business corporation under this Act.Part III – Members
22. Number of members
23. Requirements for membership
24. Commencement and termination of membership
25. Members’ contributions
26. Members’ duty to act in good faith
27. Cessation of membership by order of court
Part IV – Members’ interests
28. Nature of member’s interest
29. Certificate of member’s interest
30. Acquisition of member’s interest by new member
Subject to the by-laws of the private business corporation concerned, a new member may acquire his member’s interest in an existing private business corporation either—31. Disposal of interest of insolvent member
32. Disposal of interest of deceased member
33. Other disposals of members’ interests
Subject to sections twenty-seven, thirty-one and thirty-two, a private business corporation’s by-laws may restrict the right to dispose of members’ interests, but in the absence of such restriction all disposals of members interests shall require the consent of every member.34. Maintenance of total of members’ interests
To maintain the total members’ interests at one hundred per centum, in conformity with paragraph (e) of section five and subsection (1) of section twenty-eight—35. Acquisition by private business corporation of members’ interests
36. Financial assistance by private business corporation for acquisition of members’ interests
Part V – Management and administration
37. Power of members to bind private business corporation
38. By-laws
39. Variable rules for management
Unless otherwise provided in this Act or in the by-laws of the private business corporation concerned or in any agreement between members or between the private business corporation concerned and its members—40. Meetings of members
41. Protection against unfair prejudice
42. Restriction on payments to members
43. Fraudulent or reckless conduct of business
Part VI – Accounting
44. Accounting records
45. Financial year
46. Annual financial statements
47. Examination of financial statements and report thereon
48. Duties of accounting officer
49. Accounting officer’s right of access to books, etc., and to convene meetings
An accounting officer to whom the annual statements of a private business corporation have been submitted in terms of section forty-seven shall—50. Termination of accounting officer’s mandate
Part VII – Winding up and judicial management
51. Voluntary winding up
52. Winding up by court
A private business corporation may be wound up by order of a court if—53. When private business corporation deemed unable to pay its debts
54. Liquidator
55. Compositions
56. Application of Cap. 24:03
57. Additional provisions relating to winding up
Part VIII – General
58. Inspection and copies of documents in Registrar’s office and production of documents in evidence
59. Provision as to fees
60. Transmission of copies of court orders to Registrar and Master
When a court makes any order in terms of this Act in relation to a private business corporation, the registrar or clerk of the court shall without delay transmit a copy of the order to the Registrar and, if the order relates to the winding up or judicial management of the private business corporation, shall send a copy thereof to the Master as well.61. ***
[section repealed by section 4 of Act No. 22 of 2001]62. Regulations
History of this document
13 February 2020
Repealed by
Companies and Other Business Entities Act, 2019
31 December 2016 this version
Consolidation
05 July 1997
Commenced