Certificate of incorporation,Statutory declaration and Certificate of Trading

Certificate of incorporation

• Is prepared by the Registrar of companies.
• Is sent to a company which applied for registration.
• Contains:
• the date and place where the company was registered.
• The name of the company and the address of the registered office.
• The signature of the Registrar of Companies.

Importance:

• acts as a birth certificate which shows that the company was formed.
• I issued when the Registrar of companies is satisfied with the Memorandum and Articles of Association and the Statutory Declaration that they are in accordance with the Companies Act.
• Allows a company to engage in contracts.
• Allows a public limited company to raise capital by selling shares to members of the public.
• Enables a private limited company to commence trading but a public limited company requires a Certificate of Trading before starting trading operations.

Statutory Declaration

• Is prepared by the company founders or their representatives.
• Is submitted to the Registrar of Companies.
• Contains:
• the name and address of the company.
• The address of the company’s registered office.
• The address of the registrar of companies.
• The names and signatures of the company’s founders or their representative.

Importance:

• shows compliance with the provisions of the Companies Act.
• Is a signed statement by the company founders that they have acted in accordance with all the requirements of the Companies Act.

Certificate of Trading

• Is prepared and issued by the Registrar of Companies.
• Is issued:
• to public limited companies only
• after the certificate of incorporation has been issued and the minimum capital has been raised.

Contains:

• the date and place of issue.
• The name of the company and the address of the company’s addresses.
• The name/signature and address of the Registrar of companies.

Importance:

• issued when the Registrar of companies is satisfied and convinced that a Public Limited Company has raised the minimum amount of capital.
• Allows public limited companies to start trading.
• I used by a public limited company to apply for a listing on the Zimbabwe Stock Exchange.

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