Banking (Victoria Falls International Financial Services) (Companies) Regulations, 2026

These regulations give the Victoria Falls International Financial Services Centre a self-contained company law, separate from the Companies and Other Business Entities Act that governs the rest of Zimbabwe.

A Registrar is appointed for the centre with defined objectives and functions, and no business may be conducted at the centre without incorporation or registration there. Companies are formed by application with articles of association, and the Registrar decides on incorporation; misleading, deceptive or conflicting company names are prohibited, and the Registrar can require a change of name. Companies must keep a registered office at the centre, put prescribed particulars in their communications, file annual returns and an annual confirmation that the register is accurate, keep company records, and file special resolutions affecting their constitutional documents.

On capital, every share must have a fixed nominal value and cannot be allotted below it — an allotment at less than nominal value, or of a share with no fixed nominal value, is void. There is no minimum share capital for a private company. A public company must have allotted share capital, excluding treasury shares, of not less than US$100,000 at all times, and may not allot a share unless at least a quarter of its nominal value is paid up, except under an employee share scheme.

The rest of the regime is what a modern companies statute contains: corporate capacity and the form of contracts, pre-incorporation contracts, class rights and shareholders' right to object to variation, limited liability and the requirements distinguishing public from private companies, re-registration in either direction, the nature of shares and bearer shares, pre-emption rights and their exceptions, a prohibition on public offers by private companies, registers of shareholders and debt security holders with rules on transfer, inspection and rectification, share certificates, a public company's right to demand information about interests in its shares, redeemable shares, buy-backs and treasury shares, the prohibition on financial assistance to acquire shares, and reduction of share capital including the solvency statement route for private companies.

The extract available covers the arrangement of the regulations and the capital provisions in full; the later Parts on directors, accounts, meetings and insolvency are present in the instrument but not reproduced here, so this summary describes the framework rather than every duty it imposes.