4.

3 STATUTORY BOOKS, RECORDS AND

RETURNS

Service of information ; The Statutory Registers;

Accounting Records (Content); Annual Returns
Service of Information
 Every company is required by the law to disclose
certain information in order to inform & protect
the interests of persons dealing with the
company.
 This is vital to various company stakeholders
especially limited liability companies.
 Some information is publicly available at the
company’s registered office and;
 Other information can easily be accessed at the
Registrar’s Office upon payment of a prescribed
fee.
Publication of name by Company
 S113 of the act refers .
 Every company shall continuously display its name
 on the outside of the company premises/office or place in which

its business is carried on, in a conspicuous position, in letters

easily eligible.
 Shall have its name engraved in legible characters on its seal, if

any
 Shall have its name mentioned in legible characters in all

business letters, notices and other official publications.

 The above documentation should have:
 The company name,
 Place of registration.
 Its registered number
 Address of its registered office.
Registered Office

 S112 of the act refers:

 Every company must have a registered office in

Zimbabwe to which all correspondences are

addressed.
 Processes include meetings, transactions and serving

of legal documents/ summons/ invoices etc.

 For companies domiciled in Zimbabwe, addresses can

be changed by lodging CR 6 and CR 11 (for the special

resolution) forms with the Registrar. Registered office
is the official address of the company.
 S121 allows co. to keep branch registers.
Statutory Registers

 S115 of the act requires that the company must

keep and maintain certain registers of members,
 Its the company secretary’s responsibility to see
that they are kept safe and up-to-date and
 Ensure that people who are entitle to inspect the
registers have access or receive copies according
to the act.
 Special forms are prescribed for notifying the
registrar of the place where the registers are
kept e.g. CR 8 for the register of members.
Register of Members
 The is kept at registered office/ but for a ltd co., the Share Registrar.
 Name and address of member, including the date that person

became a member /ceased to be a member /number and class of

shares held.
 In terms of S116 of the act, the register and any index of names is

open for inspection by any member without charge and by the public
on payment of a fee for a minimum of two hours on business days.
 Companies allow anyone inspecting the register to take notes.
 As a precaution, only copies of documents should be made available

for inspection.
 A copy of all or part of the register may be requested on payment of

the prescribed fee.

 It can be closed for up to sixty days in any one year eg when

approaching AGMs for purposes of dividend payments.

Register of Directors and Secretaries

 S187 (1-3)of the Act requires that:

 Companies keep a register of directors and
secretaries
 Fill in form CR 14 by providing the following:
 Name of director;
 Full business and postal address.
 Business occupation.
 Nationality.
 Directorship of other companies held by him or which
have been held by him in the preceding five years.
 Date of birth.
Register of Debenture Holders
& Director’s Interests in Shares and
Debentures
 S107 of the act obliges co. to keep and maintain a register of
debenture holders showing the percentage of debentures
issued and;  
 Register of Director’s Interests in Shares and Debentures
 This register is prepared from notices given to the company by
the directors under S182.
 S186 requires any director interested in a contract directly or
indirectly to declare such interest for minuting.
 Directors are required to inform the company of any interests
they have in the company’s shares or debentures within five
days of becoming aware of this interests.
 It requires any declaration of interest to be made in the board
meeting, or in the case of a matter arising between meetings,
at the next board meeting.
Accounting Records
 Statutory accounts are the individual or group accounts, which
must be filed with the registrar.
 Accounting records may be manual or computerized showing
assets and liabilities of a company, monetary transactions,
various journals, ledgers and support documents (agreements,
cheques, invoices) for 8 years [S140 (4)] at registered office or
other place directors may decide but open for inspection by
officers of the company at all times.
 A subsidiary has a duty to give information to the holding
company’s auditors,S154 (2).
 S140 stipulates that books of accounts should show money
received and expended by the company/sales and purchases of
goods by the company/assets and liabilities of the company.
Contents of Annual Accounts

 According to s141 of the companies act a

company’s annual financial statements are
comprised of the 5 statements produced as the
set of financial statements including:
Chairman’s & Auditors Report.
 These are laid before the members in the
general meeting and delivered to the Registrar.
 S142 (1 & 2) obliges directors to prepare a
statement of financial position /the Statement
of comprehensive income.
Directors & Auditors Report
Report

 S 147 to be specified in the directors’ include but not

restricted to the following: nature of business & prospects
of co.;
 Changes in share capital; Major changes in assets;
 Amount of dividend paid and proposed;
 Whether the company or any other part of the group has

been managed by a third party;

 The company’s holding/ divisions/ subsidiaries and their

performance.
 Auditors Report S 146
 They must report to the company on the accounts

examined by them before the company in general meeting

during their tenure of office.
Annual returns

 Annual return is a summary of most relevant & latest information

pertaining to a co.
 Confirms the existence of the company and
 Failure to submit an annual return can lead to a company being struck off
the register by the Registrar.
 S123, 355 & 361 together with Sixth Schedule, a company is required to
make an annual return to the Registrar on its anniversary of incorporation.
 The return is indicative & exhaustive.
 The annual return must be signed by the director or secretary of the
company.
 Copy of statement of financial position signed by directors or secretary
;and
 Copy of auditors report to be filed one month after last date of AGM was
held.
 Default in complying with requirements is an offence to officers of the
company attracting a fine.