Registering a company is the first formal step for anyone starting a business in Zambia. Registration is handled by the Patents and Companies Registration Agency (PACRA), and the main law is the Companies Act No. 10 of 2017, as amended by the Companies (Amendment) Act No. 23 of 2025. The decisions you make at registration, such as company type, share structure, directors and who really owns the company, are expensive to unwind later.
Step 1: Choose the right company type
A company may be a public company, or a private company limited by shares, limited by guarantee, or unlimited. Most trading businesses choose a private company limited by shares. If the company is wound up, a shareholder’s liability is limited to any amount unpaid on their shares. A private company may have no more than fifty members; employees and former employees who hold shares are not counted. In a company limited by guarantee, members undertake to contribute a stated amount if the company is wound up. A public company suits businesses offering shares to the public.
If you trade under a name other than your own surname, you register a business name with PACRA rather than incorporating. A business name does not separate personal and business liability. Since 1 January 2026, a corporation registering a business name must also give PACRA details of its beneficial owners.
Step 2: Clear and reserve the company name
Apply to PACRA to clear your proposed name. PACRA can refuse a name that is likely to be confused with an existing name or trademark, or that suggests the patronage of the State or Government. Once approved, a name can be reserved for 90 days, so complete incorporation within that time.
Step 3: Prepare the incorporation documents
You will need:
- the application for incorporation, with the company name, registered office and business activity
- Articles of Association: you may adopt the standard articles in the Act or file your own
- details of each director, member and company secretary, with a national registration card for citizens or a passport for non-citizens
- a statement of beneficial ownership, with the consent of each beneficial owner
- the share capital structure
A private company must have at least two directors, and at least half of the directors must be resident in Zambia.
Step 4: Identify the beneficial owners
Law cited
Companies Act No. 10 of 2017: a private company must have at least two directors, and not less than half of the directors must be resident in Zambia.
Companies (Amendment) Act No. 23 of 2025: a beneficial owner includes a natural person who directly or indirectly holds at least five percent of a company’s shares.
A beneficial owner is a natural person who directly or indirectly holds at least five percent of the company’s shares, exercises ultimate effective control over it, or receives a substantial economic benefit from it. Their details must be disclosed on incorporation, recorded in the company’s register and kept up to date. PACRA must reject an application that contains false information.
Step 5: Think carefully about shareholding
Share allocation is easy to set and hard to change once relationships sour. Before filing, agree in writing who holds what percentage, what happens if a founder leaves or dies, whether shares can be sold to outsiders, and how deadlock will be broken. A shareholders’ agreement alongside the Articles is the usual way to deal with this.
A person who holds shares or a directorship on behalf of someone else must be disclosed as a nominee, together with the person they act for. Bearer shares are prohibited. The person registered as the shareholder holds legal title to the shares, whatever was agreed informally.
Step 6: Register
Submit the application to PACRA and pay the prescribed fee. On approval, PACRA issues a Certificate of Incorporation.
Step 7: Registrations that follow
A Taxpayer Identification Number (TPIN) is generated automatically when PACRA registers the company. Depending on the business, you may also need to register for VAT and other tax types with the Zambia Revenue Authority, and, once you employ staff, register with NAPSA and register employees with NHIMA. Some activities need a sector licence or a council licence before you trade.
After registration: ongoing duties
A company must file an annual return with PACRA after the end of each financial year. The annual return must include up-to-date beneficial ownership information and the number of employees, and a private company must also file financial statements. Changes to the registered office, directors, shareholders or beneficial owners must be notified to PACRA within the periods the Act sets. A company that fails to file annual returns for two consecutive years can be de-registered.
Frequently asked questions
What do I need to register a company in Zambia?
A cleared name, the application for incorporation, Articles of Association, identity details for directors, members and the company secretary, and a beneficial ownership statement.
Can a foreigner register a company in Zambia?
Yes, but at least half of the directors must be resident in Zambia, and some sectors need a licence.
How many directors does a Zambian company need?
At least two for a private company, with at least half resident in Zambia.
What must I file after registration?
Annual returns with beneficial ownership information, financial statements, and notices of changes.
