POST REGISTRATION REQUIREMENTS FOR FOREIGN COMPANIES

Post registration requirements are obligations which foreign companies are supposed to fulfill once registered. These include filing of a Notice of Alteration of the Registered Instrument Constituting or Defining the Constitution, Notice of Alteration of the Registered Particulars of a Foreign Company and filing of a Statement in the Form of Balance Sheet.

Alteration of the Registered Instrument Constituting or Defining the Constitution
If any alteration is made in the charter, statutes, regulations, memorandum and articles, or other instrument constituting, or defining the constitution of a foreign company, within two months after the date on which that alteration takes effect, the directors are required to lodge with the Registrar a notice in the prescribed form (Form 47) giving details of the alteration. The filing fee for Notice of Registered Instrument is K150,000.

Alteration of the Registered Particulars of a Foreign Company
If any alteration is made in any of the particulars contained in the application for registration of a foreign company, the Directors must lodge with the Registrar a notice in the prescribed form (Form 48) giving details of the alteration. The filing fee for Alteration of the Registered Particulars of a Foreign Company is K150,000. Registered Particulars of a Foreign Company which may be altered, among others, are as follows:-

1.    Foreign Company Name;
2.    The nature of its business or other main objects;
3.    The relevant particulars of each of one or more individuals resident in Zambia, or body corporate incorporated in Zambia, authorised to accept on behalf of the company service of process or any notice required to be served on the company  called "documentary agents";
4.    The relevant particulars of the persons who are to be appointed as new local directors or documentary agents of the company. In this case, a Notice of Alteration of the Registered Particulars of a Foreign Company of must be accompanied by a consent signed by a person appointed as a documentary agent or as a local director or manager;
5.    If the company has shares, the number and nominal value, if any, of its authorised and issued shares, and the amount paid thereon; 
6.    The address of the company's registered or principal office in the country of its incorporation;
7.    The physical address of an office in Zambia to be its registered office;
8.    A postal address in Zambia; and,
9.    The date of the financial year of the company specified in the application.  

Change of name for a Foreign Company
A  Foreign company may pass a special resolution to change its name. A Notice of Alteration of the Registered Particulars of a Foreign Company (Form 48) must be submitted within twenty-one (21) days after the date of the resolution. The company must indicate in the prescribed form that it intends to change its name to the name specified in the resolution in as a "new name". The fee for change of foreign company names is K400,000.

After considering the new name, the Registrar shall notify the company whether the new name is acceptable or in the opinion of the Registrar, the new name of a company would be likely to cause confusion with the name of another company or is otherwise undesirable. If the company name is accepted, a new Certificate of Registration will be issued. However, if the name of the company is rejected, the applicant will be required to fill in a name clearance form and pay a search fee of K25,000.

Directors who intend to change their company name should be mindful of the fact that a change of name by a company shall not affect any rights or obligations of the company nor render defective any legal proceedings that could have been continued or commenced against it by its former name, and any such legal proceedings may be continued or commenced against it by its new name.

Statement in the Form of Balance Sheet for a Foreign Company
A foreign company is required, within three months after the end of each financial year, to lodge with the Registrar a prescribed form (Form 60) together with annual accounts and an auditors' report corresponding as nearly as practicable with the annual accounts and auditors' report in relation to the operations and assets in Zambia of the company. The normal filing fee is K150,000 per year.

If the Statement in form of Balance Sheet is filed three months after the end of each financial year of the company, a penalty of K145,000 must be paid together with the normal filing fee.

Winding-Up or Dissolution of a Foreign Company in Country of Incorporation
If a foreign company is wound-up in the country of its incorporation, a Notice of Winding-Up or Dissolution of a Foreign Company in the country of Incorporation (Form 60) must be submitted to PACRO. Form 49 must be filed together with a resolution or court order, as the case may be, stating that the company is dissolved or otherwise has ceased to exist according to the law of the country of its incorporation.

The documentary agents and local directors of the foreign company must lodge a notice (Form 49) thereof with the Registrar within twenty-eight days after the event. The fees are as follows:

Form 49    K300,000
Gazette Notice Handling Fee     K50,000
Gazette Notice Advertisement Fee     K100,000
Total Amount    K450,000

On lodgment of (Form 49) and payment of the filing fees, the Registrar shall cause a notice to be published in the Government Gazette, as the case may be.

A person who carries on, or purports to carry on, in Zambia, business on behalf of a foreign company after the date on which it was dissolved or otherwise ceased to exist in the country of its incorporation, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding thirty monetary units for each day that he carries on or purports to carry on the business.

Cessation of Business of Foreign Company in Zambia
If a foreign company ceases to have an established place of business in Zambia, the documentary agent or a local director or manager must lodge a notice of that fact in the prescribed form (Form 50) with the Registrar of Companies within twenty-eight days after so ceasing. The fees are as follows:-

Form 50    K300,000
Gazette Notice Handling Fee     K50,000
Gazette Notice Advertisement Fee     K100,000
Total Amount    K450,000

On lodgment of Form 50 and payment of the filing fees the Registrar shall cause a notice to be published in the Government Gazette, as the case may be.

A person who carries on, or purports to carry on, in Zambia, business on behalf of a foreign company after the date on which it was dissolved or otherwise ceased to exist in Zambia, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding thirty monetary units for each day that he carries on or purports to carry on the business.

Visit our Frequently Asked Questions on Foreign Companies