Topic 1: Let’s Get Legal
By the end of this topic, you should be able to:
Understand the Registration NGO vs Company Limited by Guarantee in Zambia
Map out the Registration Requirements
Ascertain the difference between International Entity and Local Entity
Types of Registration for a Feminist Start Up
Company Limited By Guarantee
A Company Limited by Guarantee is provided for in The Companies Act CAP 338 of the Laws of Zambia.
Traditionally, a Company is defined as “A continuing regulated and formal association of two or more persons, natural or legal who come together to undertake business or any other legal purpose.” (add case law)
Section 2 of the Companies Act defines a Company as a Company incorporated in accordance with the Act.
Types of Registration for a Feminist Start Up
A Non Governmental Organization (NGO)
An NGO (Non Governmental Organization) is governed under the Non Governmental Act No.16 2009
Section 4 of the NGO Act defines an Non Governmental Organization as “a private voluntary grouping of individuals or associations, whether corporate or unincorporated, not established or operated for profit, partisan politics or any commercial purposes, and who or which have organized themselves for the promotion of civic education, advocacy, human rights, social welfare, development, charity, research or other activity or program for the benefit or interest of the public, through resources mobilized from sources within or outside Zambia”
Registration Requirements
A Company Limited By Guarantee Checklist:
❏ Proposed Articles of Association the company or a statement that the Standard Articles of Association have been adopted. The Companies Act provides standard Articles of Association that can be adopted.
❏ Declaration of compliance made in accordance with Section 13 of the Companies Act.
❏ Declaration of Consent from each person named in the application as a Director or Secretary of the company.
❏ Declaration of guarantee signed by each subscriber, if the company is limited by guarantee.
❏ Statement of beneficial ownership in the prescribed manner. (See Form 21) A company limited by guarantee must always have guarantees on the record.
❏ Declaration by applicants that the particulars of the beneficial owners have been submitted to the Registrar with the knowledge of those individuals.
Registration Requirements
Non Governmental Organization Checklist:
Applications to become a legally registered NGO are submitted to the Department of the Registrar of NGOs.
❏ Application letter.
❏ An application for registration form that will be given to you at the Department of the Registrar of NGOs. You must submit two of these.
❏ Two signed copies of your NGOs constitution.
❏ Office bearers certified identification and phone numbers. Certified identification includes National Registration Cards, Passports or Driver’s Licenses for Zambian members and Immigration Permits for non-Zambians. Ensure you have submitted two copies of each.
Registration Requirements
❏ You will have to submit fingerprint certificates of all bearers and members listed. All members must be scrutinized and cleared by Zambia Police. To do this, visit a Zambia Police Office
and they will issue certification. It costs ZMW50.00 to certify each.
❏ Clearance letters from the Registrar of Societies, Patent and Companies Registration Agency (PACRA) if the organization is registered under the societies act.
❏ Name reservation certificate (valid for 60 days).
❏ Recommendation letter from line ministry.
❏ Proof of payment. You will be required to pay an application fee of ZMW1,008.00.
Pros & Cons of Company Limited by Guarantee
Pros
- A company is a legal entity.
- Permissible to make some profit even in the nonprofit sector.
- Governance structure recognized in Zambian jurisprudence.
- Ease of compliance i.e. annual returns, audits and tax obligations.
Pros & Cons of Non Governmental Organizations
Cons
- Required to declare funding sources.
- Subject to political deregistration under the Ministry of Community Development.
- Information regarding your NGOs operations must be submitted on request.
- Required to categorize your organization as a local or international organization.
Local Entity or International Entity
To be registered as a local entity means to be licensed to carry out business in the Zambian jurisdiction. Most local entities and companies have the option to register offices in different localities as branches or outlets of the company registered in Zambia.
The NGO Act provides for registration as a local entity and an international organization however you must prove your presence in a different jurisdiction to qualify under this Act.
Section 248 of the Companies Act provides for registration of a foreign company in Zambia.
