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Asante Advisory

Your trusted partner in legal, business and investment advisory across Africa.

您在非洲范围内值得信赖的法律、商业及投资顾问专家伙伴。 Driven by integrity. Focused on sustainable growth.

Asante Advisory combines deep legal expertise with strategic insight to help clients navigate complex markets, secure opportunities and grow with confidence. We specialise in:

✅ Mining & natural resources law
✅ Corporate governance & compliance
✅ Property & real estate advisory
✅ Investment structuring & cross-border transactions

Rooted in experience.

29/03/2021

1. A PBC is a corporation more suitable for Small - medium sized businesses.

2. It is not required to comply with as many legal formalities as a Private Limited Company - e.g. Filing audited financial statements at the end of each financial year; Holding Annual General Meetings. This makes it far easier to run than a company!

3. It is regarded as a separate legal entity/person. This is an advantage because it means that the continuity and survival of a PBC is not linked to the status and life of the members.

4. Members of a Private Business Corporation have limited liability for the debts of the corporation. What this means is that the members cannot be held personally liable for the debts of the corporation. The only exception to this rule is where a member acts Fraudulently or Recklessly in his/her handling of the corporation's business affairs. In these instances, he/she can be found to be personally liable for the corporation's debts.

5. A PBC has no board of directors. This is in direct contrast to a Private Limited Company where management of the company is undertaken through the Board of Directors. For a PBC, management is the responsibility of the individual members, as they are usually more hands-on in the day to day running of the corporation's business.

6. Upon successful registration, a Private Business Corporation is issued with a Certificate of registration and can open a bank account in its own name.

11/06/2020

With the pandemic restrictions gradually lifting, most businesses are preparing to return to their workplace if they have not done so already.

To help your workers to get back to their jobs quickly, safely and smoothly, Asante Legal has created free Return to Work Safely guidelines which can be applied by any businesses.

The guidelines cover key areas that need to be reviewed prior to employees' return to the offices.

Email us at [email protected] for your free copy!

05/06/2020

We're in the dream building business 😉

With Asante, buying quality business legal services at an affordable upfront cost has never been easier.

Contact us today at [email protected] to schedule a consult.

28/05/2020

Companies and Other Business Entities Act - February 2020

According to the new Act, ALL existing companies are required to RE-REGISTER with the Registrar of Companies within a period of 12 months from the date on which the new Companies Act became effective [21 February 2020].

By re-registration the companies will NOT be creating new legal entities or entirely removing the company’s existing rights and obligations.

The re-registration exercise is an administrative process aimed at establishing a new and updated register of companies so as to safeguard against inactive companies appearing on the updated companies register.

Ensure your business is compliant today.

25/02/2020

The new Companies Act cancels the Companies Act [Chapter 24:03] (“Old Act”) and introduces a number of important new concepts and far-reaching changes to company law in Zimbabwe.

This summary seeks to highlight only the key features impacting companies in the new Act.

ALL COMPANIES TO RE-REGISTER

- The new Companies Act requires all existing companies to re-register with the Registrar of Companies within a period of 12 months from the date on which the new Companies Act becomes effective. The re-registration by companies will not create a new legal entity or remove completely the company’s existing rights and obligations in any way.

DIRECTOR'S DUTY TO DISCLOSE FINANCIAL INTERESTS

- In terms of section 57 of the new Companies Act, a director of a company will be required to disclose any “personal financial interest” that the director or an associate (of that director) has in a matter to be considered by the board of a company.

SHARES

- Provision for the issuance of non-par-value shares rather than shares with a fixed value, together with provisions for the valuation of no-par-value shares;

ELECTRONIC REGISTRY

- The Act will introduce an Electronic Registry for the incorporation and registration of domestic and foreign companies and private business corporations;

CODIFICATION OF DIRECTOR DUTIES

- The greater definition and codification of the corporate responsibilities of directors and boards of companies. and to encourage good corporate governance;

The long-awaited Companies and other Business Entities Act [Chapter 24:31] (the new “Companies Act”) is expected to come into force in the first quarter of 2020.

25/09/2019

Can a Zimbabwean court now order payment in United States Dollars on any contract?

In the case of Cambria Africa PLC v Breastplate Services (Private) Limited t/a Nemchem International HMT55/19 (the “Cambria Case”), the Plaintiff sold to the Defendant the entire issued share capital in Milchem Zambia Limited for the sum of USD $46 347.00 (forty-six thousand three hundred and forty-seven United States Dollars).

• The Plaintiff was a foreign company selling a foreign asset to a local company.

• The Agreement between the parties stipulated that payment was to be made to the foreign company’s Zimbabwean FCA Nostro account.

• Due to this fact, the Defendant argued that payment had to be made in the Real Time Gross Settlement (“RTGS”) Dollars, being the local currency in Zimbabwe at the time (hereinafter referred to as the “Zimbabwe Dollar”).

• The Defendant argued that since the Regulations stipulated that the Zimbabwe Dollar should be sole legal tender for Zimbabwean transactions, it would be “illegal” for the Defendant to settle its obligations in United States Dollars.

RULING

The wording of the section of the Regulations relied on provides that the Zimbabwe Dollar shall be “the sole legal tender in Zimbabwe in all transactions.” The court stated that the Regulations in this regard “ended the multi-currency system and promoted, established and determined the Zimbabwe dollar as the sole legal trading currency in the country.” Accordingly, the court found that it was the sole currency for use within Zimbabwe’s boarders.

In the Cambria case, however, the Seller was foreign, the asset sold was foreign and the purchaser was Zimbabwean. An argument could not, therefore, be sustained that the purchase price should be paid in local currency, notwithstanding that the seller’s nominated bank account was a Zimbabwean FCA Nostro account.

In terms of the applicability of this judgement as a precedent to new and pending cases, parties to a transaction must be wary of relying on the Cambria case to justify payment in United States Dollars in every transaction. Particularly in light of the fact that after the Cambria Judgement, the Finance (No. 2 ) Act, 2019 (“Finance Act 2”) was promulgated in August 2019.

Section 23 of the Finance Act 2 provides that

“For the avoidance of doubt… it is declared that with effect from the second effective date [24 June 2019], the British Pound, United States dollar, South African Rand, Botswana P**a and any other foreign currency whatsoever are no longer legal tender alongside the Zimbabwe dollar in any transaction in Zimbabwe.”

Parties beware the US Dollar contract. It will unlikely be enforceable should there be a variation in facts and in light of the Finance (No. 2) Act of 2019.

05/07/2019

Frequently asked questions

RBZ EXCHANGE CONTROL DIRECTIVE

As of Monday 1 July 2019,

"ALL domestic transactions shall be settled in Zimbabwe Dollars which currency is represented by bond notes, coins together with electronic currency."

Below are the most common questions we have received from clients regarding the Statutory Instrument.

1. Are customers allowed to charge and pay for local services in foreign currency either in cash or from their Nostro FCAs?

No. The use of foreign currency to charge, settle local/domestic transactions is now prohibited and all customers are required to settle all local transactions in Zimbabwe Dollars.

2. Can individuals withdraw foreign currency from their Corporate Nostro FCAs?

No. there are however certain exceptions including - withdrawals for business travel, road toll fees, DSTV, payments for foreign services which are permissible on a case by case basis.

3. Can employers still pay their employees' salaries in foreign currency?

No, except for Non-Governmental Organizations (NGOs), Embassies and International Organizations.

13/11/2018

Practical tips for legal record keeping

Here are some practical tips to help you with the legal record keeping for your business:

1. For every agreement you enter into, be sure to keep copies of fully executed agreements containing signatures from all parties.

2. For each agreement, especially ones that will use as templates, over and over again in your business, be sure to keep final word versions, not only PDFs;

3. Use a spreadsheet to keep track of all of your legal agreements including effective dates, termination dates, notice periods and other key obligations.

4. Be sure to keep backup copies of all signed agreements in electronic format on the cloud so that you always have access to your documents even if hardware gets destroyed or lost.

Address

Sandton

Website

http://www.asantelegal.co.zw/

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