ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
• expand the Commission’s public-interest lens (including sustainability and innovation considera - tions); and • introduce dedicated digital-market tools (including “gatekeeper” concepts and targeted platform-con - duct prohibitions). Institutionally, the framework establishes a Panel Responsible for Determination as the primary deci - sion-maker, provides for interim orders to prevent serious and irreparable harm, formalises settlement processes and strengthens enforcement levers (including market inquiries and compulsion powers), with enhanced fine-enforcement mechanics (including stipulated payment timelines and late-payment con - sequences) and co-operation modalities with national authorities. In addition, the Companies and Other Business Enti - ties (Fees) (Amendment) Regulations, 2023 (No 2) remain relevant in 2026. These regulations provide for fees to be paid for various requests or documents filed with the Deeds and Companies Registry. These fees range from payment for conducting a simple company name search to other things, including: • registration of companies; • alteration of company constitutive documents; • filing of financial statements, and registration of share increases; and • filing of statutorily required resolutions and allot - ments. These fees are now pegged in United States dollars, unlike the prior position where the fees were pegged in local currency. This was occasioned by the extreme volatility and erosion in value of the local currency. However, the regulations still give the option to settle the fees in local currency at the prevailing rate on the date of settlement. 3.2 Significant Changes to Takeover Law In the past 12 months, Zimbabwe has witnessed some changes in takeover laws, particularly with regard to data protection, as well as notable developments in the mining and agricultural sectors.
The Data Protection Regulations (Statutory Instru - ment 155 of 2024), which were promulgated in Octo - ber 2024, have introduced substantial implications for M&A transactions. Key implications for M&A transactions include: • enhanced due diligence – acquiring companies must conduct comprehensive due diligence on the target company’s data protection protocols and compliance with the regulations; • appointment of a data protection officer (DPO) – companies involved in M&A transactions may be required to appoint a DPO to oversee data pro - tection practices and ensure compliance with the regulations; • licensing requirements – data controllers must obtain a licence from the Data Protection Authority, providing detailed information about their data pro - tection practices and paying the requisite licence fees; and • data breach notification – companies are obligated to notify the Data Protection Authority and affected data subjects in the event of a data breach, which may have significant implications for M&A transac - tions. To ensure compliance with the Data Protection regula - tions, companies involved in M&A transactions may now have to adopt a multifaceted approach, encom - passing thorough due diligence on data protection practices, appointment of a DPO to oversee data pro - tection practices, ensuring compliance with licensing requirements and data breach notification regulations, and factoring compliance costs into deal valuations and timelines. In addition to these data protection developments, significant changes have also been introduced in the mining sector. From January 2025, mining companies must be registered taxpayers to acquire or transfer mining titles. Transfers without proof of tax registration are considered void. Furthermore, a special capital gains tax on mineral title transfers came into effect in January 2025, applicable to transactions occurring both within and outside Zimbabwe.
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