Introduction
In Zimbabwe, being a company director is more than holding a title or attending board meetings. Directors carry legal, fiduciary, and governance responsibilities that directly affect the survival and credibility of the business. Many directors unknowingly expose themselves and their companies to serious legal risks simply because company secretarial duties are misunderstood, ignored, or delegated without oversight.
Company secretarial work is often viewed as administrative, yet it sits at the heart of corporate compliance and governance. Under the Companies and Other Business Entities Act Chapter 24:31, directors are expected to ensure that proper records are maintained, statutory obligations are met, and the company operates within the law. Failure to do so can lead to penalties, disqualification, or even personal liability.
This article outlines five critical company secretarial duties that every Zimbabwean director must understand. Whether your company has a formal company secretary or not, these responsibilities ultimately rest with the board.
1. Ensuring Statutory Compliance with the Registrar of Companies
One of the most important company secretarial duties is ensuring full compliance with the Registrar of Companies. In Zimbabwe, every registered entity is required to file statutory documents accurately and on time. Directors often assume that once a company is registered, compliance takes care of itself. This assumption is costly.
Key compliance obligations include the filing of annual returns, updates of directors and shareholders, changes in registered office address, and amendments to company documents. Annual returns are not optional. They confirm that the company is still active and provide updated information about its structure. Failure to file annual returns can result in penalties or deregistration.
Directors must also ensure that changes within the company are reported promptly. Appointing a new director, removing one, issuing shares, or transferring shares all trigger statutory filing requirements. If these changes are not properly recorded, the company’s legal records become inaccurate, which can create problems with banks, investors, regulators, and courts.
Ultimately, while a company secretary or consultant may handle the paperwork, the responsibility for compliance rests with the directors. Ignorance of filing requirements is not a defence under the law.
2. Maintaining Accurate Statutory Registers and Company Records
Another critical duty is the proper maintenance of statutory registers and internal company records. Zimbabwean law requires companies to keep specific registers that must be accurate, up to date, and accessible when required. These records are not merely for internal use; they serve as legal evidence of ownership, control, and decision-making.
Mandatory registers include the register of directors, register of members or shareholders, register of beneficial owners, and records of share allotments and transfers. In addition, companies must maintain minutes of directors’ meetings and general meetings. These minutes document resolutions passed and decisions taken, providing proof that directors acted lawfully and in the company’s best interests.
Poor record-keeping is one of the most common governance weaknesses in Zimbabwean companies. Many businesses operate for years without properly updated registers, only to discover the problem when seeking funding, selling shares, or resolving disputes. At that point, correcting records becomes complex, expensive, and sometimes impossible.
Directors should regularly review company records, not just rely on assumptions. Proper records protect directors personally by demonstrating compliance, diligence, and accountability.
3. Supporting Effective Board and Shareholder Meetings
Company secretarial duties also play a central role in ensuring that board and shareholder meetings are valid, effective, and legally compliant. Meetings are not just discussions; they are formal governance processes with legal consequences.
Directors must ensure that meetings are properly convened with adequate notice, correct agendas, and clear objectives. Notices must comply with the company’s constitution and the Companies and Other Business Entities Act. Failure to give proper notice can invalidate decisions, exposing the company to legal challenges.
During meetings, accurate minutes must be taken, capturing resolutions, votes, and key discussions. These minutes become official records and may be relied upon by regulators, auditors, courts, or investors. Sloppy or incomplete minutes can weaken the company’s legal position and raise questions about governance standards.
Annual General Meetings are particularly critical. They provide shareholders with an opportunity to review company performance, approve financial statements, appoint or reappoint directors, and make strategic decisions. Directors who neglect AGM requirements risk breaching statutory obligations and undermining shareholder trust.
Strong meeting processes are a sign of a well-governed company. Directors who prioritize this duty create transparency, accountability, and confidence in leadership.
4. Advising on Corporate Governance and Directors’ Duties
A less visible but equally important company secretarial duty is advising the board on corporate governance and directors’ legal responsibilities. Many directors in Zimbabwe come from entrepreneurial or technical backgrounds and may not fully understand the legal framework governing directorship.
Directors have fiduciary duties to act in good faith, in the best interests of the company, and with due care and skill. They must avoid conflicts of interest, disclose personal interests, and refrain from using company opportunities for personal gain. A company secretary plays a key role in reminding directors of these obligations and ensuring that governance standards are upheld.
Good governance is not only about compliance. It affects reputation, investor confidence, access to finance, and long-term sustainability. Companies with weak governance structures struggle to attract serious investors and often face internal disputes that slow growth.
Directors should treat governance advice as a strategic asset rather than a regulatory burden. Understanding their duties helps directors make better decisions and reduces the risk of personal liability.
5. Managing Changes in Company Structure and Life Cycle Events
Companies evolve over time, and managing structural changes is a critical company secretarial function. These changes include share issuances, share transfers, changes in ownership, mergers, restructuring, and even winding up. Each event carries legal and procedural requirements that must be handled correctly.
For example, issuing new shares affects ownership percentages and voting rights. If not properly authorized, documented, and filed, the issuance may be invalid. Similarly, transferring shares without following legal procedures can result in disputes between shareholders or challenges from regulators.
When companies seek funding, investors often conduct due diligence. Any inconsistencies in company records or unresolved compliance issues can delay or derail deals. Directors who fail to manage structural changes carefully often discover problems at the worst possible time.
At the end of a company’s life cycle, proper deregistration or liquidation is just as important as incorporation. Directors remain responsible until the company is formally closed in accordance with the law. Ignoring this process can leave directors exposed to future claims and penalties.
Conclusion
Company secretarial duties are not optional administrative tasks. They are core governance responsibilities that protect the company, its directors, and its stakeholders. In Zimbabwe’s evolving regulatory environment, directors who understand and prioritize these duties are far better positioned to build sustainable, credible, and compliant businesses.
The five critical duties discussed above highlight a simple truth. While company secretarial work may be delegated, accountability cannot be outsourced. Directors must remain informed, involved, and proactive. Doing so reduces legal risk, strengthens governance, and lays a solid foundation for growth.
For Zimbabwean directors, mastering these responsibilities is not just about compliance. It is about leadership, credibility, and long-term success in a competitive business environment.
