Legal Steps to set up a foundation in Zimbabwe: A quick guide

In Zimbabwe a foundation can be identified by their registration or their main objectives. A foundation can either be legally registered as a Trust, Private Voluntary Organisation or a Universitas.

1. How to Register your Foundation as a Trust

   1. What is a Trust

      A Foundation can also be registered as a Trust by the Registrar of Deeds under the Deeds Registries Act Chapter 20:05. Trusts can have unlimited objectives intended to benefit an identifiable community. Trusts can be established for private benefit or for a charitable purpose, so the Trust Deed must show that the Trust has been established for charitable purposes.

   2. How do you register a Trust?

      1. Select the purpose and name of your trust as well as your board of trustees.

      2. Find a Registered Notary Public to help you develop and registering a Trust Deed. The first point of call to find a Registered Notary Public is a law firm. For a directory of law firms in Zimbabwe, visit the Law Society of Zimbabwe website

         The Trust Deed is a legal document which contains the terms and conditions under which the Trust will operate. The process of developing and registering a Trust Deed requires the services of a registered Notary Public.

         What is a Notary Public: A registered notary is a person (usually also a lawyer) who witnesses the signing of important documents and attests to the authenticity thereof. To ensure that you are dealing with a registered notary, their certificate of registration should be on display, but if it is not you may request to see it and their notarial seal

         It is important that you use a Notary Public as the Notary Public is responsible of drafting and preparing the Trust Deed and other necessary documentation that will be lodged at the Deeds Registry.

         Note: There will be a cost involved in using a Registered Notary Public

         Key Things that Must be Included in your Trust Deed

         The Trust Deed must set out at least the following;

         • Name of Trust

         • Objectives of the Trust (which must be lawful)

         • Beneficiaries of the Trust

         • Details of the Founder and Trustees (minimum three (3) Trustees) - The Trustees which must be identified in full name, identity number and addresses registered with the Registrar of Deeds

         • Address of the Trust

      3. Register your Trust with the Registrar of Deeds

         Ensure that your Notary Public registers your Trust Deed with the Registrar of Deeds.

         There are two (2) deeds registries in Zimbabwe – one in Harare and one in Bulawayo. There is a cost involved for registering your Trust Deed at the Registrar of Deeds.

   3. Key Documents for Registration as a Trust

      • The Trust Deed

      • Identity Documents of Trustees

      • Proof of residence

   4. Advantages and Disadvantages of Registering as a Trust

      Advantages	Disadvantages
      Separate Legal Entity Limited Liability Asset protection Continuity Tax Benefits Estate duty – trusts do not pay estate duty The trust’s income can be taxed in the hands of either the trust or the beneficiaries (a valuable tax planning tool).	Establishment Costs A trust has some costs involved to set it up. A lawyer will likely be involved to make sure that everything is above board. They can also provide ongoing advice on the trust's ongoing regulatory and filing requirements. Disclosure and Reporting Requirements

2. How to Register your Foundation as a Private Voluntary Organisation

   1. What is a Private Voluntary Organisation (PVO)?

      A foundation can be registered under the Private Voluntary Organisation Act through the Department of Social Welfare that falls under the Ministry of Labour and Social Services.

      In terms of the law, Private Voluntary Organisations (PVOs) are organisations or association of persons and their main objective include at least one of the following:

      • to provide either or all material, mental, physical or social needs of persons or families,
      • to provide charity to persons or families in distress,
      • to prevent social distress or destitution to persons or families,
      • to provide assistance or promote activities that are aimed at uplifting standards of living of persons or families,
      • to provide funds for legal aid,
      • to prevent animal cruelty or to promote animal welfare,
      • or simply to collect contributions that contribute to any of the listed or prescribed objectives.

      The governing law for PVOs is the Private Voluntary Organisations Act (Chapter 17: 05).

   2. How to Form and Register as a PVO

      1. The first step in forming a PVO is therefore to identify the foundation’s main objectives.
      2. The Secretary for the local organisation applying for registration as a PVO should lodge an application with the Registrar through the District Social Service Office in the area where their headquarters are located.
      3. The organization which lodges an application for registration as a PVO, must at its own expense, publish a notice of intention to be registered as such in a newspaper circulating in the area concerned.
      4. The District Social Services officer is responsible for the initial assessment of the organization after perusing the application and interviewing the applicants.
      5. Application is then forwarded to the Head Office through the Provincial Social Services Officer with the following documents for consideration by the PVO Board

      Key Documents Required for the application:

      Section 9 of the PVO Act states that the applicant must submit the following documents which will constitute the application

      • Application for registration (Application forms are purchasable from Harare, provincial or district offices of the Ministry of Public Service, Labour and Social Welfare)
      • The name of the foundation
      • The objectives of the foundation
      • Names of between two (2) to twenty (20) people constituting the first members of the Executive Council/Board
      • Curricula Vitae (CVs) of key board members
      • Particulars of Directors and Secretary (this includes their names, nationalities, residential addresses, occupations)
      • Name and address of the auditor (if none, the Registrar allocates you with one following approval of your application)
      • Address & post office box address of your registered office
      • Interpol/local police clearance (Interpol clearance is for when the foundation is foreign and as such the clearance will be from the respective country)
      • Principal place of business (refers to the proposed area of geographic coverage)
      • The organization’s constitution
      • Proof of public notice in national papers (notice must include proposed PVO name, its purpose, aims and mandate and it should be placed in a newspaper circulating in the area concerned). The purpose of this notice to call persons with objections to lodge them with the Registrar of PVOs within the prescribed time limit
      • Period of financial year (usually needed for international organizations)
      • Proof of notification to local authorities of intent to register (for local organizations).

   3. What happens when you submit your application?

      If all the documents submitted are in order, the Registrar will submit them to the PVO Board who has the mandate to determine whether the application has been rejected or accepted for registration.

      The process can take between three (3) months or up to a year.

   4. Advantages and Disadvantages of Registering as a PVO

      Advantages

      Disadvantages

      Your organisation will be legally compliant avoiding legal sanctions of non-compliance which can be anything between hefty fines or imprisonment.

      Interference in Internal Governance by the Minister of Labour and Social Welfare. If the Minister believes that a PVO has failed to comply with its objectives or constitution, has been subject to maladministration, or has engaged in illegal activities, or that “it is necessary or desirable to do so in the public interest,” or any other ground in terms of Section 21 of the Act the Minister through notice in a government gazette may suspend all or any of the members of the Executive Committee of the PVO. The Minister may also amend or revoke any suspension. The Minister is authorized in terms of Section 20 to send inspectors at any time to examine the accounts and any documents of any PVO. Once a notice has been delivered to the PVO, the PVO is expected to comply by providing all required information. The documents that are effectively seized by virtue of the notice can be kept for a “reasonable period”. he length of time to register (can take between 3 months to a year).

3. How to Register your Foundation as a Universitas

   Universitas are organisations that have a common-law persona but are not registered or regulated by any enacted laws. They are recognised as entities with common-law persona that have a constitution and members that have agreed to achieve a common objective that is entirely for the benefits of its members.

   For this option there is no regulation by any statute. In theory, all that is really needed is that an establishment or organisation has a constitution and members that agree on achieving a common objective with regards to benefitting its members. This is very easy and straightforward, but, very few non-profits or foundations use this option.

   Usually church related NGOs are not officially registered and use this and operate under this option. It is lawfully acceptable in Zimbabwe.

   1. How to Set Up a Common Law Universitas

      • Identify the members
      • Draft the constitution to determine modus operandi in accordance with common law. For information on how to draw up a constitution click on the following link
      • Consult a lawyer: while there are no strict formalities it is important that the constitution is sound, and all members agree with it. As well as proper and professional oversight of any additional documents and property acquisitions that may occur as well as general running advice.

      What is required to establish such a foundation? Members agree on achieving a common objective with regards to benefitting their members and they have a constitution that’s sets out the organisation’s structures and objectives.

      These types of organisations are lawful and recognised in Zimbabwe.

   2. Advantages and Disadvantages of Setting Up as a Common Law Universitas

      Advantages	Disadvantages
      Relatively low establishment costs Separate legal personality from members Can hold and dispose property Benefits of being a registered legal entity without actually being one	Government is always looking for reasons to clamp down on this type of organisation Getting clearance for certain gatherings/protests may be difficult due to strict Public Order and Security Act (Chapter 11:17)

Accessing Acts of Parliament and Official Government Documents

To obtain the most up to date government publications (including Acts/legislation linked to the legal entity you want to form) SIVIO encourages you to visit Printflow Private Limited (previously Government Printing and Stationery).

They have offices in the following locations:

• Harare: George Silundika Ave, btwn 6th Street and Epton Street, Harare
• Bulawayo: Shop No 2 Kaymer House, 105 Robert Mugabe Way, Bulawayo
• Mutare: No 2. Robert Mugabe Way, Building 44, Mutare
• Gweru: 44b Sixth St Sparrows Flats, 6th Street, Gweru
• Masvingo: Stand No. 7150 B, Bradburn Street, Masvingo

Disclaimer:

SIVIO Institute has taken care to ensure that the above information is accurate and up to date, however, SIVIO Institute makes no warranty that the information is accurate and precise. The above information is for general information purpose only and is not suitable to be used as legal advice. SIVIO Institute hereby accepts no liability for any prejudice, loss or damage of whatsoever nature which may arise from reliance on any information published herein.

Readers are advised to consult with appropriate legal professionals and not to act on the basis of the information contained herein alone.