What is a company constitution in Zimbabwe?

A company constitution is a single document that combines the functions of both the Memorandum of Association and Articles of Association. It serves as the complete governing document for a company, covering its name, objects, share capital, directors' powers, shareholder rights, and internal management procedures.

Can I use a company constitution instead of a Memorandum and Articles?

Yes. The Companies and Other Business Entities Act allows companies to adopt a single company constitution instead of separate Memorandum and Articles of Association. This is a newer, more streamlined approach that is becoming increasingly popular for new company registrations in Zimbabwe.

What are the advantages of a company constitution?

A single constitution is simpler, avoids potential conflicts between two separate documents, is easier to amend, and provides a modern, comprehensive governance framework. It is particularly well-suited for small to medium private companies.

Can an existing company switch to a constitution?

Yes. An existing company that has separate Memorandum and Articles can adopt a single company constitution by passing a special resolution (75% of shareholders) and filing the constitution with the Registrar of Companies.

Company Constitution Zimbabwe — What It Is & Free Template

What Is a Company Constitution?

A company constitution is a single, comprehensive document that serves as the complete governing framework for a company in Zimbabwe. It combines the functions traditionally performed by two separate documents: the Memorandum of Association (external-facing rules) and the Articles of Association (internal governance rules).

The Companies and Other Business Entities Act [Chapter 24:31] expressly permits companies to adopt a single constitution. This is a modern approach that simplifies company governance and is increasingly popular for new registrations.

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Company Constitution vs Memorandum + Articles

Feature	Company Constitution	Memorandum + Articles
Number of documents	One	Two separate documents
Simplicity	Simpler and more streamlined	Can be complex with cross-references
Risk of conflict	None (single document)	Possible conflicts between MoA and Articles
Amendment	One process to amend	May need to amend both documents
Familiarity	Newer, less familiar to some practitioners	Traditional, well-established
Legal standing	Equally valid under the Act	Equally valid under the Act

What Should a Company Constitution Include?

A comprehensive company constitution should cover all the matters typically addressed by both the Memorandum and Articles:

From the Memorandum of Association

Company name — Including "(Private) Limited" or "Limited"
Registered office — Situated in Zimbabwe
Objects clause — What the company is formed to do
Liability clause — Members' liability is limited
Capital clause — Authorised share capital and share structure

From the Articles of Association

Share transfers — Pre-emption rights, restrictions, approval process
Directors — Appointment, removal, powers, duties, remuneration
General meetings — AGM, EGM, notice periods, quorum, voting
Dividends — Declaration, payment, interim dividends
Accounts and audit — Financial year, records, auditor
Borrowing powers — Limits on company borrowing
Winding up — Distribution of assets on dissolution

Additional Modern Provisions

Electronic meetings — Rules for virtual shareholder meetings
Circular resolutions — Written resolutions without a physical meeting
Conflicts of interest — Director disclosure requirements
Indemnity and insurance — D&O insurance provisions

How to Adopt a Company Constitution

For New Companies

When registering a new company, simply file the company constitution with the Registrar of Companies instead of separate Memorandum and Articles. The constitution is submitted alongside the CR14 and CR6 forms.

For Existing Companies

Draft the new company constitution
Call a general meeting of shareholders
Pass a special resolution (75% majority) to adopt the constitution
File the constitution with the Registrar within 14 days
Pay the prescribed filing fee ($20–$50)

When to Choose a Constitution vs MoA + Articles

Choose a Constitution if: You want simplicity, you are forming a new company, or you want a modern governance document
Choose MoA + Articles if: You have investors or lenders who expect the traditional format, or your legal advisors are more familiar with it

Frequently Asked Questions

What is a company constitution?

A single document combining the Memorandum and Articles of Association. It covers the company name, objects, share capital, directors' powers, shareholder rights, and internal management.

Can I use it instead of Memorandum and Articles?

Yes. The Companies and Other Business Entities Act allows a single constitution as an alternative to separate documents.

What are the advantages?

Simpler, no risk of conflicts between documents, easier to amend, and more modern. Particularly suited for small to medium private companies.

Can an existing company switch?

Yes, by passing a special resolution (75% shareholder vote) and filing the new constitution with the Registrar within 14 days.

Company Constitution Zimbabwe