ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
Holdings (manufacturing/agricultural equip - ment). • Financial services: Notable deals in this sector include Wealth Access Investments Managers’ acquisition of Zumbani Capital and the failed merger between CBZ Holdings Limited and ZB Bank Limited (failure to obtain regulatory approval). • Real estate and logistics: Notable deals in this sec - tor include: (a) the sale of the Kingdon Hotel in Victoria Falls by First Capital Bank Limited and First Capital Bank Pension Fund to ASB Hospitality LLC for USD30 million; (b) the sale of the Great Zimbabwe Hotel in Masv - ingo by African Sun Limited to the Mewame Family Trust for USD4.2 million; (c) the proposed indirect acquisition of the entire issued share capital in Montclair (Private) Lim - ited by Rainbow Tourism Group; (d) Deedsgate Investments’ acquisition of Thelron Investments (real estate/warehousing); and (e) Inter-Africa Civils’ acquisition of Greenback Trading (logistics/construction). 2. Overview of Regulatory Field 2.1 Acquiring a Company The primary techniques/legal means for acquiring a company in Zimbabwe are: • acquisition of shares from shareholders in an exist - ing company; • registering/incorporating a company; and • share subscription. 2.2 Primary Regulators The primary regulators of M&A activity in Zimbabwe are as follows. • The Registrar of Companies: This is the authority responsible for the registration of companies and other business entities registrable under the Com - panies and Other Business Entities Act (Chapter 24:31). • The RBZ: Under Zimbabwean laws, for a foreign resident to acquire shares in a local entity they require exchange control approval. The same
applies to a local entity contracting into a foreign loan. The RBZ is the exchange control authority in Zimbabwe. It approves all transactions requiring exchange control approval under the Exchange Control Act (Chapter 22:05). • The Ministry of Industry and Commerce: Together with the Indigenisation and Economic Empower - ment Unit, the Minister of Industry and Commerce authorises foreign investors to invest and/or oper - ate in a reserved sector of the economy. These two entities exercise this function under the Indigenisa - tion and Economic Empowerment Act (Chapter 14:33). • The Competition and Tariff Commission: This body is tasked with approving all mergers and transac - tions meeting a set threshold that have an impact on competition under the Competition Act (Chapter 14:28). • The Zimbabwe Revenue Authority: Before any transfer of shares (amongst other property) in respect of which capital gains tax is payable can occur, the Zimbabwe Revenue Authority has to issue a capital gains tax clearance (where applica - ble) in accordance with the Capital Gains Tax Act (Chapter 23:01). • The Zimbabwe Investment and Development Agency: This body registers all foreign investments in accordance with the Zimbabwe Investment and Development Agency Act (Chapter 14:37). This is optional. In addition to the foregoing, there are sector-specific regulators (depending on the sector under which the M&A fall). 2.3 Restrictions on Foreign Investments There are some restrictions on foreign investment in Zimbabwe. The Exchange Control Regulations require exchange control approval for any foreign resident to acquire shares in a local entity. In addition, a local entity also requires exchange control approval to incur and pay any foreign obligation. Furthermore, subject to the recently promulgated Indi - genisation and Economic Empowerment (Foreign Par - ticipation in Reserved Sectors) Regulations, 2025 (“SI 215 of 2025”), certain economic sectors are reserved for Zimbabwean citizens. A foreign national may only
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