A company registered with the Patents and Companies Registration Agency (PACRA) does not stay in good standing on its own. The Companies Act No. 10 of 2017 places continuing obligations on every company, and PACRA has said publicly that a large number of companies are behind with their filings. A company that falls behind can find it difficult to open bank accounts, bid for contracts, obtain tax clearance or prove its own existence when a deal depends on it.
File the annual return on time
Every company must lodge an annual return with PACRA within three months after the end of its financial year. The return confirms the company’s details as they stand: its directors, its shareholders, its registered office and its share capital. Filing is done online through PACRA’s portal.
Late filing attracts penalties, and PACRA has warned that an entity that fails to file annual returns for two consecutive years risks being deregistered. Reinstating a company that has been struck off is slower and more expensive than keeping it compliant.
Report changes as they happen
Between annual returns, PACRA must be told when certain details change. These include:
- the appointment, resignation or removal of a director or the company secretary;
- a transfer or allotment of shares;
- a change of registered office or postal address; and
- amendments to the company’s articles of association.
Each change has its own form and time limit. Recording the decision properly first, in board minutes or a written resolution, protects the company if the change is later questioned.
Keep beneficial ownership information current
PACRA requires companies to disclose their beneficial owners: the individuals who ultimately own or control the company, even where shares are held through another company or a nominee. When ownership or control changes, the beneficial ownership information must be updated. Failing to disclose it is an offence in its own right.
Maintain the statutory registers and records
A company must keep its own records at its registered office, including its registers of members and directors, minutes of board and shareholder meetings, and copies of resolutions. These records are what a bank, an investor, an auditor or a court will ask to see. Gaps are far easier to fix early than in the middle of a transaction or a dispute.
The role of the company secretary
The company secretary is responsible for keeping the company compliant: preparing and filing returns, recording board decisions, maintaining the registers and reminding the board of deadlines. Many companies find it more reliable to appoint an external company secretary than to rely on a staff member who has other duties.
Where to start if you are behind
- Request a printout of the company’s current record from PACRA and check every detail against your own records.
- List the annual returns and change notices that are outstanding.
- Prepare the board resolutions needed to support any changes, then file the outstanding returns.
- Agree a compliance calendar so the next return is filed on time.
PACRA has from time to time offered compliance campaigns that waive some outstanding penalties. Check whether one is running before you file.
Claire & Partners provides company secretarial services, including annual returns, statutory filings, board minutes and resolutions, and can act as your company secretary. See our company secretarial and governance services.
This article is general information about Zambian law as at November 2026. It is not legal advice. For advice on your circumstances, book a consultation.
