Park Facilities And Services

Company Registration Procedure

The first step: registered company

Step 2: Apply for a Corporate Tax Number (TPIN)

Step 3: Open a company bank account

Step 4: Apply for Investment Registration Certificate

Step 5: Apply for a specific industry license

Attached: Zambia's Investment Encouragement Policy

1. company registration application

The Companies Act, Chapter 388 of the Laws of Zambia, governs the business of incorporation in Zambia, which is handled by the Patent and Companies Registration Authority (PATENT AND COMPANIES REGISTRATION AGENCY). Any two or more natural persons may apply for the registration of a company in accordance with the provisions of the Company Law, and the number of shareholders shall generally not exceed 100 (except for listed companies). Applicants must submit the following documents: (See attachment for document template)

1. A company name application form, proposing three alternative company names, from which PACRA will select one, avoiding the use of existing or similar company names;

2. Application Form for Company Registration (PACRA Forms 2,5,11), providing the names of the company's directors and board secretary, scanned copies of licenses, addresses, telephone numbers, E-mail, occupations, etc.

3. Information on the company's shareholders; (shareholding structure ratio, English version of shareholder's license, shareholder's address, telephone number, E-mail, etc.)

4. Statutory declarations in accordance with the Companies Act (Forms 2,5,11 and annexes, articles of association and other documents to the Zambian court or notary);

5. A letter of consent signed by each person nominated in the company registration application letter to act as a director or secretary of the board of directors;

6. In the case of a company limited by guarantee, a statement of guarantee must be provided;

The minimum registered capital of the company is 15000 Kwacha (about US $900), the total share capital is at least 15000 shares, and the stamp duty is 2.5 per cent of the registered capital. The law requires the company to have at least two directors, half of whom must be resident in Zambia. The company registration procedure can be completed in about 20 days, and the company registration fee is 1100 kwacha;

The company must submit an annual report (Annual Return) to the Registrar of Companies (Registrar Companies) within three months after the end of each financial year (1 January to 31 December) or, if the general meeting of the company is held within three months after the end of the financial year, within one month after the meeting.

 

2. apply for company tax number

Fill in the taxpayer identification number application document and submit it to ZRA, Zambia Revenue Department, which can be completed within normal working days.

 

3. open a company bank account

To open a corporate bank account in Zambia, the following documents are required:

1. Company and Patent Registration Office PACRA company registration certificate (Certificate of Incorporation) copy

2. A copy of the articles of association (Articles of Association) confirmed by the company and the PACRA seal of the Patent Registration Office.

3. Copy of Form2 and Form5 confirmed by the seal of the company and the Patent Registration Office PACRA

4. A copy of the certificate of share capital issued by the company and the Patent Registration Office PACRA (Certificate of Share Capital)

5. Company background introduction or company profile (Company Profile)

6. A copy of the valid identity document (passport) of the company's shareholders (more than 10% of the shares), directors or account signatories.

7. Company shareholders (more than 10% of the shares, directors or account signatories of 1 passport size photo

8. Address documents of shareholders (more than 10% of shares), directors or account signatories of the company, such as water bills notices from water companies and electricity bills from electricity companies.

9. Fill in the complete application form for opening an account of the institution.

10. Resolution of the Board of Directors of the Company on the approval of the opening of a bank account in a bank

11. Application letter for opening a bank account.

12. The most recent annual return issued by the company and the Patent Registry PACRA (Annual Return)

Taxpayer Identification Number (TPIN)

 

4. Application for Investment Registration Certificate

Law No. 11 of 2006, ZAMBIA DEVELOPMENT AGENCY ACT, provides that the application documents concerning the Certificate of Registration of the Certificate of Registration of Investment shall be submitted to ZAMBIA. The Agency is a statutory body empowered by the Government to promote economic development through the promotion of investment and trade in various industries.

To apply for an investment registration certificate (Certificate of Registration), the following main documents are required:

1. A copy of the certificate of incorporation (Certificate of Companies) issued by the Registrar of Companies (Registrar of Incorporation);

2. Certificate of the company's share capital (Certificate of Share Capital);

3. List of shareholders/directors of the company and photocopies of passports;

4. Proof of funds (audited financial statements, bank deposit certificates or up-to-date bank statements, equipment bills of lading, etc.);

5. A detailed business plan;

6. Business premises or land certification (land lease agreement or land certificate or quotation letter);

7. Tax registration certificate;

8. Information on the resumes of shareholders or directors;

9. Registration certificate application fee 2133 Kwacha (non-refundable);

10. Registration certificate fee 12783 Kwacha (paid when receiving the certificate);

10 working days after submission of materials

 

5. industry-specific licenses

1. Tourism Industry Licence (Tourism Sector License)

A) Zambia Wildlife Authority Permit (Zambia Wildlife Authority Permit). The following documents are required to apply for this license:

a. Project proposal

B. List of shareholders

c. Information on the promoter's experience

d. Letter of Recommendation from the District Council (District Council)

The following documents should be submitted to apply for a letter of recommendation from a district council:

Letter of intent for the project; letter of consent from the chief of the tribe (if the hunting management area is located on land owned by a traditional tribe under the jurisdiction of the local chief)

B) Tourism business license (Tourist Enterprise License)

The Zambia National Tourism Board (Zambia National Tourist Board) issues licences to establish tourism enterprises under the provisions of the Tourism Act, Chapter 155 of the Zambian Code. Tourism enterprises include hotels or other commercial establishments providing accommodation; enterprises operating tourism projects; travel agencies; camping venues; restaurants or cafes; discotheques or nightclubs; camping venues; air charter services; convention centres; and other enterprises declared by the Minister by decree to provide services to passengers. To apply for a licence, the following documents must be submitted:

a. Five-year business plan;

B. Cash flow statement or proof of funds;

c. Architectural and/or structural drawings;

d. Commercial bank support letter from the promoter;

e. Financial and personal information of shareholders;

f. Resume of shareholders;

g. a copy of the certificate of incorporation;

h. Memorandum of incorporation or articles of incorporation;

I. Land certificate or lease agreement;

j. Updated audited financial reports (for existing enterprises);

k. Environmental impact assessment report or project brief (for small businesses);

l. A letter from ZAWA with no objection to the project (if the project is located in a wildlife hunting management area or national park);

m. Registration license issued by ZDA;

C) Hotel License (Hotel License)

The Ministry of Tourism issues hotel licenses through its hotel industry management committee (HOTELS BOARD). The following documents shall be submitted when applying for this licence:

a. Tourism business license;

B. Hygiene permit and fire safety certificate issued by local government;

c. Liquor business license issued by the local government;

Furniture and equipment must be in place in a timely manner, and the business premises must pass the final inspection of the hotel industry management committee.

2. Mining industry

The Ministry of Mines and Mineral Resources (The Ministry of Mines and Minerals Resources) is responsible for issuing permits and licenses related to mining industry investment, including large mining licenses, small mining licenses, prospecting licenses, prospecting licenses, gem licenses, gem sales certificates, handicraft mining rights and survey licenses.

The following documents shall be submitted when applying for the above permits and licences:

a. Topographic map of the mining area;

B. Certificate of Incorporation and Articles of Association;

c. Copies of passports of directors and shareholders;

d. Bank statements and the applicant's bank recommendation letter;

e. Operating plans and cost estimates;

f. Declaration of Mineral Reserves in respect of the Mining Area;

3. The financial industry

Bank of Zambia (Bank of ZAMBIA), as the central bank and monetary policy executive agency of Zambia, is responsible for issuing banking licences (BANKING LICENSE)

An application for a banking licence should meet the following criteria:

a. The minimum capital for domestic banks is Kwacha 0.104 billion and that for international banks is Kwacha 0.52 billion;

B. The minimum capital for non-bank financial institutions is Kwacha 0.25 billion;

c. Complete questionnaires completed by key managers and directors;

d. No criminal record disclosed by key management personnel and directors;

e. Banking experience of key management personnel;

The following documents shall also be submitted upon application:

a. Curriculum vitae;

B. Business plan, including financial projections for the next three years (income statement, cash flow statement and balance sheet);

c. Personal profiles of all key management personnel and shareholders;

d. A copy of the company registration certificate;

e. a copy of the articles of association;

f. If the applicant is a foreign-registered financial institution, a letter of approval from the national supervisory authority (usually another central bank) is also required;

4. Transportation Industry

Enterprises engaged in the transportation industry must obtain the following licenses and/or permits:

A) air transport

The Civil Aviation Authority (The Department of Civil Aviation) under the Ministry of Transport, Works, Supply and Communications is responsible for issuing an air transport licence (AIRCRAFT LICENSE), the applicant for which is required to submit the following documents:

a. a copy of the type of certificate;

B. Certificates of technical data sheets;

c. A copy of the current airworthiness certificate;

d. Copies of flight manuals or similar documents;

e. Manufacturer's full set of maintenance, overhaul and repair manuals and illustrated zero parts catalogues;

f. Manufacturer's full set of aircraft service bulletins or similar documents;

g. A copy of the unit operation manual;

h. A copy of the Quality and Balance Manual;

I. Flight test reports for avionics systems and aircraft;

j. Power load analysis covering all services;

k. Complete wiring diagrams including all radio and electrical installations;

l. A copy of the minimum master list;

B) road transport

The Highway Traffic Bureau (the Road Traffic Department) may issue a Road Service License (Road Service License) upon receipt of documents such as motor vehicle manuals, company registration certificates, motor vehicle inspection reports and bank statements.

5. Energy Industry

The Energy Regulation Board is responsible for licensing the energy industry. To apply for this license, the following information should be submitted:

a. Five-year business plan;

B. Current and updated audited financial statements;

c. Details of any anticipated significant outflows, including major closure costs;

d. Estimated annual net cash flow;

6. Forestry

The Department of Forest is responsible for issuing forestry concession licenses (Forest Concession License). The following documents must be submitted to apply for this licence:

a. Consent letters from local chiefs and local governments;

B. Letter of recommendation from the Chief Extension Officer (Principal Extension Officer);

c. Certificate of incorporation;

d. A map of the area of operation;

e. Economic plan;

f. Bank statements demonstrating that the applicant has assets of more than Kwacha 10000 (approximately US $1112);

g. The applicant must be able to pay for 200-600 trees and have sufficient machinery and equipment;

7. Health industry

Investors in the health sector must be licensed by the Health Professions Council of Zambia (HPCZ). The following prices shall be submitted when applying for this licence:

a. Certificate of incorporation;

B. List of directors;

c. Qualification certificates for nursing and logistics personnel registered with HPCZ and licensed to practice; HPCZ will inspect premises, equipment and protective clothing prior to licensing. The registration of health practitioners in Zambia must meet the following requirements:

Fill in the HPCZ application form, sign and seal the application form by the approved supervisor, and submit the recommendation letter from the person in charge of the medical institution, such as the dean and medical director.

8. Education Industry

Investors in the education industry must obtain a license from the Ministry of Education. The documents that must be submitted when applying for this license include the certificate of incorporation of the company and the qualification certificates of the teaching staff. Education premises and teaching facilities will be inspected by Ministry of Education officials before licensing.

9. Communications Industry

The Zambia Information and Communication Technology Authority (ZICTA), part of the Ministry of Transport, Works, Supply and Communications, is responsible for issuing Information Communications Technology Authority (Radio or Telecommunication License). The following documents shall be submitted when applying for this licence:

a. Certificate of incorporation;

B. Business plan;

c. a detailed description of the nature of the service, if not specified in the business plan;

d. Audited financial statements;

e. Equity allocation statement;

f. Bank credit certificate;

10. Other industry licenses and licenses

A) Project Profile and EIA Report

Most projects other than those in the service sector must be authorised by the Zambian Environmental Protection Agency (ZAMBIA ENVIRONMENTAL MANAGEMENT AGENCY INSPECTION ZEMA). According to the Environmental Protection and Pollution Prevention Act, Chapter 204 of the Code of Zambia, prior to the formal implementation of the project, an environmental project brief (ENVIRONMENTAL PROJECT Brief, EPB for short) or an environmental impact assessment report (ENVIRONMENTAL IMPACT STATEMENT, EIS for short) shall be submitted to ZEMA to determine its impact on the environment. If ZEMA believes that the project will not have a negative impact on the environment, issue a decision letter (DECISION LETTER)

B) WHOLE SALE,MANUFACTURE'S AND AGENTS'LICENSE

The above-mentioned license can be issued only by submitting the company registration certificate to the local government LOCAL COUNCIL.

 

Annex: Preferential Investment Policies of Zambia

preferential tax policy

1. Income tax

Preferential income tax policies include:

a. A 2 per cent corporate income tax relief for companies listed on the Lusaka Stock Exchange in the first year; a 7 per cent reduction if more than one third of the company's equity belongs to Zambians;

B. Machinery and equipment of companies engaged in agriculture, manufacturing or tourism are entitled to a depreciation deduction of 50 per cent per annum for the two years prior to their opening;

c. Corporate buildings engaged in manufacturing, mining, or hotel industries are entitled to a 10 per cent depreciation deduction in the first year of operation and a 5 per cent depreciation deduction each year thereafter;

d. Most of the capital equipment imported by companies engaged in mining and agriculture is exempt from customs duties;

E enterprises with an annual turnover of less than 500000 kwacha shall be subject to business tax (TURNOVER TAX) at 4% of their turnover.

f. The corporate income tax relief applicable to the commercial profits of public interest organizations (PUBLIC BENEFIT ORGANIZATION) approved by the Minister of Finance is levied at 15%;

g. Corporate income tax relief for farming and fertilizer production is levied at 15 per cent;

h. Corporate income tax on non-traditional products (other than copper and cobalt) exported to agriculture or agro-processing industries is reduced by 10 per cent;

I. The corporate income tax exemption for the manufacturing business of electrolytic copper processing products shall be levied at 15%;

j. Agricultural expenditures for root removal, site consolidation, soil erosion control, water well drilling, aerial survey, geological survey and water conservation are deductible at a rate of 100 per cent;

k. Capital expenditures for the cultivation of coffee, bananas, citrus fruits or other similar plants are deductible at the rate of 10 per cent;

l. Capital expenditures for agricultural transformation projects are deductible in the year in which they are incurred;

m. Dividends from agricultural income are exempt from income tax for the first five years of the company's business;

n. Capital expenditures for the construction or renovation of industrial buildings are subject to an initial deduction of 10 per cent;

o. Exchange losses arising from loans for the construction of industrial or commercial property are deductible;

p. Dividends of companies that assemble motor vehicles, motorcycles and bicycles are exempt from income tax for five years from the first announcement of dividends;

2. VAT

A VAT of 16% is levied on customers registered for VAT. The incentive policies for VAT are:

a. VAT may be deferred for the import of eligible capital goods by enterprises registered for VAT (I. e. deferred payment of VAT)

B. Exemption from VAT on exports of taxable products

c. The transfer of continuing operations of the enterprise may be deferred VAT.

d. Equal treatment of reverse value added tax (VAT-reverse) services

e. Certain industry association members may use the cash basis, such as the Association of Construction and Engineering Contractors.

f. Input tax paid by registered suppliers for purchases may be deferred from VAT.

g. Companies that have been in business prior to VAT registration may apply for the return of input VAT for the three months prior to registration

h. Investors operating in duty-free zones are entitled to VAT relief

The industries that enjoy special VAT concessions are as follows:

Agriculture

a. A company that has been operating before VAT registration can apply for the return of input VAT for the three months before registration.

B. Investors operating in duty-free zones are entitled to VAT relief

Manufacturing

a. Non-local businesses that procure and export Zambian products under the Commercial Exporter Scheme (Commercial Exporter Scheme) may apply for the refund of VAT paid in Zambia;

B. Companies that have been in business prior to VAT registration may apply for the return of input VAT for the three months prior to registration;

c. VAT for the two years prior to formal production may be refunded;

mining industry

a. The exploration expenses paid by the mining enterprise in the five years prior to the start of production may apply for the return of input value-added tax;

B. Exported mineral products are exempt from value-added tax;

Tourism

a. Exemption from VAT for group tour business;

B. Other tourism services are exempt from VAT;

c. non-resident tourists enjoy VAT refund;

d. Articles temporarily imported by foreign tourists are exempt from import duties;

3. Tariff preferences

The tariff rate on most capital equipment is 0% to 5%.

In addition, according to the provisions of the tax refund scheme, enterprises that meet the following conditions are exempt from customs duties:

a. the company or individual must be engaged in manufacturing;

B. The company or individual must be an exporter or intend to engage in export business;

c. The company or individual must be engaged in any other industry other than mining;

4. Non-tax incentives

In addition to tax incentives, the Zambian Development Agency Act provides for non-tax incentives. Investors with an investment of at least US $250000 are entitled to an investor permit and work permits for up to five foreign employees. Investors with an investment of more than US $500000 can enjoy preferential tax policies for priority industries or products.