18th February 2026
To Our Valued Clients
RE: ADVISORY NOTE – COMPANIES (AMENDMENT) ACT NO. 23 OF 2025 – NEW COMPLIANCE OBLIGATIONS
Dear Client,
Please be notified of a significant shift in Zambia’s corporate regulatory framework. The Companies (Amendment) Act No. 23 of 2025 (the “Amendment Act”), which came into force on 30th December 2025, introduces extensive changes that fundamentally alter the compliance obligations for companies registered in Zambia. Non-compliance to these changes now attracts significant financial penalties and, in some cases, the risk of administrative de-registration.
Summary of material Changes
- Beneficial Ownership: Companies must now identify any person directly or indirectly holding at least 5% shares as a beneficial owner and disclose the nature of their interest. Failure to comply attracts fines of up to ZMW200,000 for individuals and ZMW1.2 million for companies, plus an administrative penalty of up to 10% of annual turnover.
- Financial Statements: Annual returns will no longer be accepted without accompanying financial statements. This applies to both public and private companies.
- Nominee Directors: Any director holding office in a representative capacity must disclose this status within 14 days of appointment, including the basis and terms of their appointment.
- De-Registration: The Registrar may now de-register companies that, among other grounds, fail to file returns for two consecutive years, operate below prescribed minimums, or have shareholders/directors who become designated or listed persons.
Next Steps
These amendments require companies to move from reactive compliance to continuous monitoring of reporting obligations. We recommend an immediate review of your company’s current standing against these new requirements.
Our Corporate Team is positioned to guide you through this transition. We invite you to contact us for a consultation on ensuring your company remains fully compliant.
We remain.
Yours faithfully
Nchito & Nchito
