What is a Company?
The word Company may be defined as an association where two or more persons come together to carry on business in common with a view to make profit.

Is there Company Law in Zambia?
Yes, there is a provision for registration of Companies in Zambia under the Companies Act Cap 388 of the Laws of Zambia administered by the Patents and Companies Registration Office. This Act provides procedures for incorporation and post incorporation requirements.

Who is eligible to register a Company in Zambia?
Any two or more persons associated for any legal purpose may form an incorporated company by subscribing their names to an application for incorporation and lodging it with the Registrar.

What other documents must accompany the application for incorporation?
An application for incorporation (Companies Form 02) must be lodged with:-

To facilitate immediate commencement of business upon incorporation, companies are also required to file a declaration of compliance with minimum capital (Form 55 and Form 12 for private and public limited companies, respectively).

Who is NOT eligible to subscribe to an application for incorporation?

What are Articles of Association?
These are regulations that regulate the relationship between the company and its members.

What is the procedure for registering a Company?
To register a company, the promoters who have expressed their desire to be formed into a company with a specific name and objects and have prepared documents (in this case the application for incorporation and other relevant documents) should lodge these documents with the Registrar of Companies. If these documents are in order, the company will be registered (incorporated)upon payment of the relevant fees and the Registrar will issue Certificates of Incorporation and Share Capital which are conclusive evidence that the Company has been incorporated or registered as aforesaid.  

What is the Minimum Authorized Share Capital for various Companies?

Is there a provision for a registered Company to change its name?
Yes, a company may pass a special resolution to change its name but such name change does not affect any rights or obligations of the company nor render defective any legal proceedings that could have been commenced or continued against it under the former name.

How many types of companies are obtainable in Zambia?
Two types of Companies are obtainable under the Companies Act, namely:

Under private company, the following are available:

What is a Private Limited Company?
A Private Limited Company is one with share capital. It may not have more than 50 shareholders and it is prohibited from making invitations to the public to purchase its shares or debentures. If it is wound up and its assets are insufficient to cover its liabilities, the liability of its members/shareholders is limited to the amount left unpaid on their shares (section 122,265 and 266). This is the most common type of Company obtainable in Zambia.

What is a Company Limited by guarantee?
This is a  company in which the liability of subscribers is limited to the amount guaranteed. A company limited by guarantee does not have a share capital and must not carry on business for the purpose of making a profit for its members or anyone involved in its promotion or management. It may not have more than 50 members. It is also prohibited from making invitation to the public to purchase its debentures. Under this Company, each member must sign a declaration of guarantee specifying the amount he undertakes to contribute in the event that it is wound up. This type of Company is widely used by charitable and quasi-charitable organizations such as school, churches, foundations, etc.

What is an Unlimited Company?
An Unlimited Company is also a private company and has the same attributes as those of a private liability company. The only difference between the two is that in the case of an unlimited company, if it is wound up and its assets are insufficient to cover its liabilities, the liability of its shareholders is unlimited.

What should be the membership of a Private Company?
A private company should have a minimum of two (2) and a maximum 50 members.

What is a Public Company?
A Public Company is one with share capital and has capacity to enter into any business unless restricted by its Articles. Its name always ends with the words Plc (an abbreviation for Public Limited Company). Unlike a private company, it can float its shares to the public. Further, this type of Company places no restrictions on the right to transfer Shares provided there is no unpaid liability and in the case of wound up, the liability of shareholders is limited to the amount left unpaid on their shares (Sections 265 & 266). The minimum membership of a Public Company is seven.

What is the minimum number of members in a Public Company?
A Public Company should have a minimum of seven (7) members. There is no prescribed maximum, however.

Are there any post incorporation requirements that a company needs to comply with after it has been registered?
Yes, a company is required to lodge annual returns as well as notify the Registrar of alterations in capital, Change in Directors, transfer of shares, allotment of unissued shares, just to mention but a few. For more, check under post incorporation requirements for companies.

What is an Annual Return?
This is a statutory form that every company must file with the Registrar within three months after the end of its financial year. The Annual Return should state the position of the company as at the date at which the return was made or, if there was an annual general meeting, as at the date of such general meeting.

What information must an Annual Return contain?
An Annual Return must state the full address of the company’s registered office, particulars of directors and secretary and its main activities. If the company has a share capital, it must provide particulars of share capital and shareholders.

What is the consequence of failure to file an annual return?
If a company fails to file annual returns, the company and each officer in default commit an office. Consequently, the company may be struck off from the register and its officers prosecuted.

When should Annual Returns be filed?
Annual Returns must be filed within three months after the end of the Company’s financial year or within one month after the annual general meeting (AGM), if such meeting is held three months after the end of the financial year.

What other document is lodged with the annual return of a private company?
Annual Returns filed by a private company should be accompanied with a Certificate of Compliance (Form 53) which should show that the company has not, since its last annual return or date of incorporation, issued any invitation to the public to subscribe for any of its shares or debentures.

What other document is lodged with the annual return of a public limited company?
Annual Returns filed by a public company should be accompanied by a balance sheet, profit and loss account, group accounts, director’s reports and auditor’s report certified by directors and the secretqary of the company.

Is there any requirement for a company to hold an annual general meeting?
Yes, every company should hold an annual general meeting (AGM) within three months after the end of its financial.

Is there any provision for a Company to maintain Accounts?
Yes, Part VIII of the Companies Act Cap 388 placesan obligation on a company to maintain accounting records explaining the transactions and financial position of the company. Annual Accounts should be prepared every year and must include a full account of the company’s position. The Act also imposes an obligation on a company to appoint an auditor within three months from the date of incorporation (applies to public limited companies).

What is a business names?
A Registered Business Name or Firm is an unincorporated body of one or more individuals or one or more corporations who have entered into partnership with one another for the purpose of carrying on business for profit. Therefore, a Business Name or Commercial name as it is sometimes referred to is a designation which identifies an enterprise.

Why do you have to register your business with PACRA?
Firstly, it is a legal requirement that you register your company or business name. Section 3 of the Registration of Business Act No. 16 of 2011 requires that anyone carrying on business in a name other than their personal names should register. Over and above this, registration ensures protection of a Business Name. 

Are there any post registration obligations regarding Business Names?
Section 15 of the Registration of Business Names Act requires that if any change(s) occur regarding any particulars registered in respect of a firm or an individual, such firm or individual should within 14 days of such change furnish the Registrar with a statement in the prescribed form (11. BN FORM XI -NOTIFICATION OF CHANGE IN PARTICULARS) signed by all partners, stating the nature and date of change.

Section 12 of the Registration of Business Names Act No. 16 of 2011 requires every business registered under the Act to submit annual returns.

What is the difference between a business/firm and a company?

1.    A Business Name has no legal personality while a Limited Company is a body corporate and therefore an artificial person;
2.    In a Business Name, liability of shareholders is unlimited whereas under a Company, shareholder liability is limited to the amount unpaid on the shares;
3.    In a Business Name, transfer of shares requires the consent of all those registered as partners whereas in a Limited Company, shares are freely transferable; and,
4.    A Business Name is not permanent - death usually dissolves it whereas a company has perpetual succession.

What should I do if my business name ceases to operate?
If any individual or firm that has been registered ceases to carry on business, it is the duty of the persons who are partners at the time it ceases carrying on business to file within three (3) months after such cessation a notice in a prescribed form (13. BN FORM XIII- NOTICE OF CESSATION OF BUSINESS) that the firm or individual has ceased to carry on business.

What is a Foreign Company?
A foreign company is a body corporate registered under or by virtue of the laws of another country. It is registered in Zambia as a branch of the company in the country of origin.

What is the minimum and maximum number of local directors required in a Foreign Company?
A foreign company must at all times have at least one(1) and no more than nine(9) local directors empowered and authorized to conduct and manage all the affairs, properties, business and other operations of the company in Zambia. At least one local director must be resident in Zambia, and if the company has more than two local directors, more than half of them shall be residents of Zambia.

Who is not eligible to be a local director in a Foreign Company?
A person shall not be appointed as or continue to hold office as a local director of a foreign company if that person is:-

What is the registration fee for a Foreign Company?
The Registration Fee of for a Foreign Company is K1,350,000 KR1,350. Name clearance costs K25,000 KR25.

What documents are used in the registration of a Foreign Company?
The following are required:-

What, if any, are the post registration requirements for a Foreign Company?
A Foreign Company is required to file, annually, a Statement in the Form of a Balance Sheet and in the case of changes in the registered particulars, a Notice of Alteration of the Registered Particulars and, where amendments are made to the constitution, articles or other relevant instruments, a Notice of Alteration of the Registered Instrument Constituting or Defining the Constitution.

What is the filling fee of a Statement in the form of a Balance Sheet?
A fee of K150,000 KR150 should accompany the Statement in the Form of a Balance. As stated above, this Statement should be filed annually. A fee of K150,000 KR150 is also payable in respect of the Notice of Alteration of the Registered Particulars and the Notice of Alteration of the Registered Instrument Constituting or Defining the Constitution. It is important to note that if the Statement in form of Balance Sheet is filed three months after the end of the financial year, a penalty of K145,000 KR145 must be paid together with the normal filing fee.

How can a Foreign Company change its name?
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 KR400. 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 KR25.

What should a local director do if a foreign company is wound-up or dissolved in the country of incorporation?
A Notice of Winding-Up or Dissolution of a Foreign Company in the country of Incorporation (Form 49) must be lodged with the Companies Registry accompanied 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 the notice within twenty-eight days after the event. 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.

What fees are payable in relation to dissolution of a Foreign Company in country of origin?
The fees are as follows:-

What are the consequences of carrying on business on behalf of a Foreign Company that has been dissolved in the country of origin?
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.

What should local directors or documentary agents do when the Foreign Company ceases operation 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. 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.

What fees are payable in relation to cessation of operations of a Foreign Company in Zambia?
The fees are as follows:-

What are the consequences of carrying on business on behalf of a Foreign Company that has ceased to operate in Zambia?
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.

What is the distinction between invention and innovation?
Appreciating the distinction between invention and innovation is essential. An invention is generally defined as a new and inventive solution to a technical problem. It may relate to the creation of an entirely new device, product, method or process or may simply be an incremental improvement on aknown process or product. Innovation, on the other hand, refers to the translation of the invention into a marketable product or process.

Why should you consider patenting your invention?
There are several reasons for patenting an invention. These include the following:-

How should one prepare a complete specification?
A completed specification should:–

What is a design?
A design is the appearance of an article produced by an industrial process. The shape and decorative ornaments constitute an industrial design.  

Is there a design law in Zambia?
Yes. There is provision for protection of designs through registration under the Registered Designs Act Cap 402 of the Laws of Zambia.

Who is eligible to apply for an industrial design?
The originator of the design or his assignee which may be a company, individual or group of persons.

What are the conditions for registration of a design?
A design must be new and original. A design cannot be registered if it is similar to a design already on the Designs Register.

How long is a design protected?
A design is initially valid for a period of five years from the date of filing the application. In order to maintain the validity of the registration for the full 15 year term, registration of the design must be renewed for a second and third period of five years each.

Can anyone copy a design?
Yes and No. Firstly, it is illegal for anyone to imitate for commercial purposes a design which is still under a valid registration in Zambia. However, it is legal to copy a design that is registered in another country but has no registration in Zambia. For instance, if the design is registered in South Africa but not in Zambia, a local company may register the same design in Zambia.

How are rights of a registered trademark proprietor enforced?
Enforcement of rights accruing from trademark registration is generally the responsibility of the registered proprietor or user. Where a trademark is infringed (by counterfeiting for example), the proprietor can sue in the High Court claiming compensation (damages) or, where the infringement is continuous, an injunction. Sometimes, however, infringement of a trademark may also amount to violation of criminal law and thus attract the involvement of public law enforcement agencies.  

For how long is a trademark valid?
A trademark is valid, initially, for a period of seven (7) years from the date of application. Thereafter , it can be renewed indefinately for periods of fourteen (14) years upon payment of requisite renewal fees. Thus, a trademark can last for an indefinite period as long as is renewed every time it falls due for renewal. A non-renewed trademark lapses and may be removed from the register.

Is there a requirement to place the proprietor’s name on the trademark label?
There is no legal obligation for a registered trademark to bear the name of its proprietor. However, some proprietors find it convenient to do so, particularly if the product is manufactured and sold by a licensee and there is need to distinguish, for the information of the customer, between the licensee and the registered proprietor. An example is the Fanta trademark which is followed by the wording ‘Bottled under authority of the Coca Cola Company….’, the  owner of the Fanta trademark.

What are well known marks?
These are marks deemed to be so well known by the competent authorities of particular countries and therefore considered not to require registration to be accorded the protection enjoyed by registered trademarks. They are exceptionally popular trademarks and therefore enjoy protection across all classes. Under international law which has not yet however been domesticated in Zambia, the following are among the factors to be taken into account in determining whether a mark is well known:-

Under current Zambian law, the only marks entitled to protection across classes are those registered as ‘defensive marks’.

What does the symbol ® mean and when is it legally appropriate for use on the Zambian market?
The ® symbol means “registered”. It is a means by which the proprietor warns the public that the trademark is registered and that he/she  is therefore entitled to exclusive rights to its use. The symbol is thus only legally appropriate for use if it is registered in Zambia for product(s) in respect of which it is used. A trademark that is not registered is identified by the symbol ™.

Is the symbol ® appropriate for use in export markets?
Yes, but only if it is registered and kept in constant valid registration in such export countries. Considering the fact that intellectual property rights are territorial, any trademark registration obtained in Zambia is only effective (for the registration’s validity period) within the country’s borders. Accordingly, it is legally wrong to use the ® symbol in territories where it is not registered or was registered but no longer valid. Where, however, it is strongly felt necessary to warn the public of the owner’s claim to ownership rights in an unregistered mark, the symbol ™ could instead be used.

How does a trademark differ from a service mark?
Whereas a trademark distinguishes tangible products, service marks distinguish (as the name suggests) services. Examples of services are transportation, hotel accommodation, banking, laundry, motor vehicle repair and hair salon. However, the Zambian Trade Marks Act does not recognise service marks.

What is the difference, if any, between a trademark and a brand?
Although a ‘brand name’ is mainly used for marketing purposes, the two terms can be used interchangeably. A brand can also be registered as a trade mark.

What is the difference between a Patent and a Trade Mark?
Although both are forms of intellectual property, the two differ significantly. Whereas a trademark identifies the product with the producer, a patent protects an invention. A patent is a statutory protection from the state to ‘make use of the invention’ for a fixed period, in Zambia being sixteen years. Therefore, one has to invent something to be granted a patent. By contrast, one may only register (not patent) a trade mark by devising a distinctive name or symbol and having it registered.

What is the Patents and Trade Marks Journal?
This is a monthly publication by the Patents and Companies Registration Office in which Patents and Trade Marks being considered for granting and registration as well as those that have been renewed or have lapsed are advertised. It enables patent and trademark holders to be aware of any infringements.

Is it compulsory for a producer of goods to register a trademark?
There is no compulsory legal requirement to register a trademark. It is nonetheless advisable for producers desiring effective legal protection of their brands to have their marks registered as trademarks.

What is a preliminary search?
This is a search conducted prior to filing a trademark application regarding the availability of  the said trademark for registration. This is filed on TM Form No. 30.

What is the Online Name Availability Search?

This is an online data base system that allows you to search for available business names in Zambia.

Who can use the Online Name Availability Search service?

Any Zambian or resident who has a Zambian NRC and has attained the age of 18 years.

What are the benefits of using the Online Name Availability Search service?

It allows you to do this in the comfort of your home or office without having to come to PACRA offices.

What do I need to access the Online Name Availability Search service?

A user name with a password assigned to you by the PACRA ONCS on request.

How can I request for a PACRA user name for Online Name Availability Search service?

Go to http://www.onlinepacra.org.zm/and in the right hand pane, click on “Register”. Follow the prompts, filling in your correct personal information. The system will assign you a user name and a password that you choose yourself. The system will communicate to you by email the assigned credentials for your login.

What facilities do I need to access the Online Name Availability Search service?

You need a good internet connection, whether in your office, internet café, home or on an internet enabled mobile device such as a cell phone or ipad.

What do I do if I have forgotten my password?

On the online name availability search home page, on the right hand pane, click on “Forgot Password”. Follow the system prompts by answering the questions regarding your assigned user name. The system will communicate to you by email the new password to enable you access the service.

What are the most frequent problems/challenges  encountered when using the  ONCS?

The most frequent problems/challenges encountered in using the ONCS include: 

• Problematic or wrong email address that makes it impossible for the user to receive responses from the ONCS. 
• Poor internet connection where the user is accessing the service from.

How long does it take for one to receive a response after submitting a request?

It takes a maximum of 24 hours if submitted during working days. If submitted after working hours on a Friday, allow up to the next Monday within which to receive a response.

How can I ensure that my request stands a good chance of being accepted?

The following are a few quick guidelines to enhance your chances of receiving a positive response: 

• Avoid not completing the names. All companies end with LIMITED while business names often end with enterprise, general dealers, etc. A business name can not end with LIMITED.
• Avoid very short names for example “MULUMBE LIMITED”,
• Avoid initials unless they represent initials of the promoters of the business.
• Avoid misleading words as part of the name such as “INTERNATIONAL” when the business will be operating only in Zambia.
• Avoid words that may be offensive to certain people or some sections of society.
• Try to start with a well thought out word or words followed by an apt description of what the business intends to deal in. for example “CHODZIWADZIWA WILD LIFE SANCTUARY LIMITED”.