Companies (Amendment) Act 2025 establishes detailed beneficial ownership disclosure regime with severe penalties for non-compliance.
Zambia has enacted landmark corporate transparency legislation that fundamentally transforms beneficial requirements and ownership disclosure corporate governance obligations. The Companies (Amendment) Act, 2025 (the “Act”), which received presidential assent on 23 December 2025 and came into force on 30 December 2025, introduces one of Africa’s most detailed beneficial ownership transparency frameworks, demanding immediate corporate action.
Zambia has enacted landmark corporate transparency legislation that fundamentally transforms beneficial requirements and ownership disclosure corporate governance obligations. The Companies (Amendment) Act, 2025 (the “Act”), which received presidential assent on 23 December 2025 and came into force on 30 December 2025, introduces one of Africa’s most detailed beneficial ownership transparency frameworks, demanding immediate corporate action.
Defining Beneficial Ownership
The Act redefines “beneficial owner” as any natural person who directly or indirectly holds at least 5% of a company’s shares, exercises ultimate effective control, or receives substantial economic benefits from a legal person through any arrangement. This expansive definition captures previously opaque ownership structures including nominee arrangements, trust structures, and indirect control mechanisms.
Companies must now maintain registers of beneficial owners containing “accurate, adequate and up-to-date information” as prescribed by the Patents and Companies Registration Agency (“PACRA”). This requirement applies to all companies except state-owned enterprises, creating unprecedented transparency obligations across Zambia’s corporate sector.
Immediate Compliance Imperatives Incorporation Requirements
Applications for company incorporation must now include detailed beneficial ownership statements with verified documentation. For citizens, national registration cards are required; for non-citizens, valid passports must accompany applications. Applicants must declare that beneficial owners have consented to information submission, with false information constituting grounds for incorporation rejection.
Bearer Share Prohibition
The Act absolutely prohibits issuance of bearer shares and bearer share warrants from 30 December 2025. Existing bearer shareholders have six months to notify companies and convert holdings into registered shares. Unconverted bearer shares become void after this period, and rights attached to bearer instruments cannot be exercised until conversion occurs.
Annual Return Disclosures
Annual returns must now include adequate, accurate and up-to-date beneficial ownership information Annual returns must now include adequate, accurate and up-to-date beneficial ownership information alongside total employee numbers. This information becomes part of the public record subject to prescribed legitimate interest requirements.
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