Legal due diligence is the buyer’s investigation of a target company before committing to buy it. Its purpose is to find out what the buyer is really acquiring: who owns the company, what it owns, what it has promised, what licences it holds and what could go wrong. The findings shape the price, the warranties and indemnities in the sale agreement, and sometimes whether the deal goes ahead at all. This guide outlines the main areas usually reviewed in a Zambian transaction.
Corporate records and ownership
- incorporation documents, articles and any shareholders’ agreement
- the registers of members, directors and beneficial owners, which the Companies Act requires every company to keep
- filing history with the Patents and Companies Registration Agency (PACRA), including annual returns; see our guide to PACRA annual returns and beneficial ownership
- nominee arrangements, which must now be recorded with the nominator’s details
Property
Law cited
Companies Act No. 10 of 2017, as amended in 2025 (sections 30, 31, 123 and 270); Lands Act (Cap. 184) and Lands and Deeds Registry Act (Cap. 185); Investment, Trade and Business Development Act No. 18 of 2022 (section 21); Minerals Regulation Commission Act No. 14 of 2024 (sections 46 and 47); Competition and Consumer Protection Act No. 24 of 2010, as amended (section 26).
Title to land should be checked at the Lands and Deeds Registry, including the registered owner and any encumbrances, and any planned transfer will need the Commissioner of Lands’ consent. See our guides to buying property and transferring land title.
Licences and regulatory compliance
Identify every licence the business depends on, its expiry and conditions, and whether a change of ownership needs regulatory approval. Investment licences under the Investment, Trade and Business Development Act last five years and must be renewed in time, and mining rights carry strict transfer and change-of-control rules. See transferring mining rights.
