ZAMBIA Trends and Developments Contributed by: Joseph Jalasi, Mailesi Undi, Chama Simbeye and Wana Chinyemba, Dentons Eric Silwamba, Jalasi & Linyama Legal Practitioners
The Companies (Amendment) Bill 2025 There is in place a Bill to amend the existing Compa - nies Act. The amendments seek to amend the Com - panies Act so as to: • enhance the provisions relating to disclosure of beneficial ownership information; • introduce new measures to enhance compliance with the minimum number of shareholders or direc - tors and minimum prescribed share capital; • introduce the requirement to disclose the nominee status of a shareholder or director; • prohibit the issuance of bearer shares and share warrants; • enhance enforcement provisions under the Act; and • provide for matters connected with, or incidental to, the foregoing. These amendments accelerate Zambia’s AML/CFT compliance regime by forcing clearer disclosure of ultimate owners and preventing anonymous share - holding structures. This increases due diligence bur - dens for corporate transactions (M&A, financing, trust structures) and raises exposure for professionals who fail to verify beneficial ownership information. It also affects corporate incorporations, share transfers, nominee relationships, and company registers will require stricter verification and retention of evidence of beneficial ownership.
It is therefore expected that organisations will under - take rapid compliance audits, update privacy notices, and review vendor and supply chain data processing agreements, cross-border transfer clauses and inci - dent response playbooks. There is also a need to pre - pare sector-specific guidance for financial services, healthcare and HR, as well as contractual templates designed to allocate or shift liability where permitted. Introduction of Alternative Income Tax in 2026 National Budget It was announced during the presentation of the 2026 National Budget under the theme “Consolidating Eco - nomic and Social Gains Towards a Prosperous, Resil - ient and Equitable Zambia” that 80% of the budget would be financed locally. The domestic financing trend does not threaten tax stability immediately, but it tightens the fiscal belt. For investors, it signals a stable but disciplined tax environment where future changes are more likely to focus on enforcement, digitalisation, and efficiency rather than abrupt tax rate increases. The introduction of the Alternative Income Tax forms part of Zambia’s ongoing fiscal reform strategy to pro - mote fairness, compliance, and domestic resource mobilisation. For investors, this reform signals the government’s commitment to a more predictable and transparent tax framework. It encourages businesses to maintain proper financial records and reinforces Zambia’s drive toward sustainable revenue generation while maintaining an investor-friendly environment.
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