Legal Framework Overview
The legal framework governing investment and public-private partnerships in Zimbabwe is established through three primary instruments: the Zimbabwe Investment and Development Agency Act Chapter 14:37, the Companies and Other Business Entities Act Chapter 24:31and the Public Private Partnerships Guideline of March 2026. These instruments collectively create a predictable, standardised and enforceable framework that protects investors while safeguarding sovereign interests.
The ZIDA Act and Investor Protections
The Zimbabwe Investment and Development Agency Act establishes the Agency as a body corporate with the mandate to promote, facilitate and protect investment. The Act creates the One Stop Investment Services Centre under section 5, bringing together desks from multiple government agencies including the Immigration Department, Zimbabwe Revenue Authority, Reserve Bank and Companies Office to streamline investment approvals.
Part III of the Act provides comprehensive investor protections. Section 12 guarantees freedom of investment, allowing foreign investors to invest in any sector on the same terms as Zimbabweans. Sections 13 and 14 establish non-discrimination principles, requiring equal treatment between domestic and foreign investors and among foreign investors from different countries. Section 16 entitles investors to fair and equitable treatment, including protection against denial of justice, breaches of due process, manifest arbitrariness and abusivetreatment.
Section 17 provides a guarantee against expropriation, stating that no investment shall be nationalised except for a public purpose, in accordance with due process, in a non-discriminatory manner and upon payment of prompt, adequate and effective compensation equivalent to fair market value. Section 19 permits investors to transfer funds freely in a freely convertible currency, including contributions to capital, profits, dividends, royalties, proceeds from sale or liquidation and earnings of foreign personnel, subject only to limited restrictions.
The Public Private Partnership Framework
The ZIDA Act’s Part VII, together with the Fourth Schedule, establishes the legal basis for PPPs. Section 34 provides for the Public Private Partnership Unit of the Agency, with functions including considering project proposals, assessing affordability and value for money, making recommendations to Cabinet and undertaking monitoring and evaluation. Section 36 empowers the Agency to retainconsultants, request information from contracting authorities and examine records.
The Fourth Schedule defines a PPP agreement as an agreement between a contracting authority and a counterparty in which the counterparty performs a public function for a specified period, receives a benefit through compensation, user levies or revenue and bears the risks arising from performance. Part II establishes the PPP Committee, comprising secretaries from various ministries, a representative of the Attorney-General and the CEO of the Agency.
Paragraph 3 sets out the procedure for solicited proposals, requiring contracting authorities to identify a project, develop a proposal through pre-feasibility study, invite expressions of interest, undertake a feasibility study, submit it to the Agency for approval and prepare a request for proposals. The proposal is then referred to the PPP Committee, which makes recommendations to Cabinet.
Paragraph 5 addresses unsolicited bids, defining them as proposals made without invitation and requiring preliminary assessment within fourteen days, followed by a feasibility study at the unsolicited bidder’s cost if acceptable. Paragraph 6 requires every PPP agreement to identify project deliverables and responsibilities, specify financial terms, provide for performance management and asset return, provide for risk sharing and specify duration and shareholdings. Critically, paragraph 6(3) states that every PPP agreement shall be governed by and construed in accordance with the laws of Zimbabwe. Paragraph 7(1) provides that no PPP agreement may be awarded or signed unless approved by Cabinet and any agreement concluded without such approval is null and void.
The PPP Guideline of March 2026
The PPP Guideline is the primary source document guiding the implementation of PPPs. It defines PPPs as long-term contracts where the private party bears significant risk and management responsibility, provides a significant proportion of finance at its own risk and has remuneration linked to performance and demand.
The Guideline establishes critical government participation requirements. For commercial joint ventures, the contracting authority shall hold a minimum thirty percent equity shareholding in the special purpose vehicle with equal representation in governance structures. Where the counterparty wishes to relinquish shareholding, the contracting authority has right of first refusal. For projects where government holds an asset, an independent valuation shall determine shareholding, but the contracting authority’s equity shall be a minimum of thirty percent.
The Guideline establishes project thresholds. Small-scale projects valued at less than or equal to US$5 million are appraised and recommended for approval by the PPP Committee and presented to Cabinet for noting. Large-scale projects valued at more than US$5 million are appraised and recommended for approval by Cabinet.
The Guideline establishes a requirement for a project-specific ZIDA PPP Investor Licence costing US$50,000, payable prior to signing the PPP Agreement. The licence is project-specific, valid for the duration of the PPP Agreement and may not be assigned, ceded or transferred. For unsolicited bids, a non-refundable fee of twenty percent of the licence fee is payable upon preliminary assessment, with the remaining eighty percent payable upon Cabinet approval.
The Companies and Other Business Entities Act
The Companies and Other Business Entities Act repealed the Companies Act and the Private Business Corporations Act, establishing a modern framework for business entities including public and private companies, companies limited by guarantee, co-operative companies, foreign companies and private business corporations.
Sections 18 to 20 provide for registration of constitutive documents, issuance of a certificate of incorporation and limitation of members’ liability. Sections 54 to 58 establish directors’ duties, including the duty of care requiring directors to act in good faith and with reasonable skill and the duty of loyalty prohibiting use of entity property for personal benefit, disclosure of confidential information, competition with the entity and conflicts of interest.
Section 195 requires private companies to have at least two directors and public companies not fewer than seven nor more than fifteen, with at least one director ordinarily resident in Zimbabwe. Section 197 provides for director liability for breaches of duty.
Chapter IV establishes the framework for private business corporations, which are particularly relevant for joint venture structures. Section 247 allows formation by one or more persons not exceeding twenty. Section 248 requires incorporation statements to specify members’ percentage interests. Section 252 sets a minimum of one and maximum of twenty members. Section 253 provides that only natural persons may be members.
Sections 240 to 246 address foreign companies, requiring those intending to establish a place of business in Zimbabwe to submitconstitutive documents, a list of directors and appoint a principal officer ordinarily resident in Zimbabwe.
The Immigration Act
The Immigration Act Chapter 4:02 regulates the entry and departure of persons. Section 14 sets out categories of prohibited persons, including those convicted of specified offences, those likely to become public charges and those deemed undesirable. Section 15 provides that Zimbabwe citizens and certain other categories are not prohibited persons. Section 16 allows the Minister to exempt prohibited persons subject to conditions. Section 17 prohibits prohibited persons from entering or remaining. Section 29 requires aliens to be in possession of permits or visitors entry certificates.
Statutory Instruments 17 and 18 of 2026
Statutory Instrument 17 of 2026 establishes that the application by a foreign investor for an investment licence costs US$500, issuance costs US$4,000, renewal costs US$3,000, alteration or amendment costs US$3,000, replacement of a lost licence costs US$3,000 and request for information costs US$100.
Statutory Instrument 18 of 2026 establishes that SEZ Designation Application costs US$1,000, Designation Certificate costs US$25,000, Developer Application costs US$1,000 with an annual fee of US$1,000, Operator Application costs US$1,000 with a permit fee of US$10,000 and annual fee of US$1,000, Investor Application costs US$1,000 with a licence fee of US$4,000 and renewal costs US$3,000 every three years. Penalties for late renewal of permits or licences are US$2,500.
Investor Takeaways
The legal framework in Zimbabwe is now predictable, standardised and enforceable. The risk has shifted from uncertainty about the existence of a framework to whether a given project is properly structured within it. The ZIDA Act provides robust investor protections including non-discrimination, fair and equitable treatment, guarantee against expropriation with prompt and adequate compensationand free transfer of funds. The PPP Guideline establishes a clear seven-phase process for project development and approval with specific timelines and requirements. The Companies and Other Business Entities Act provides a modern framework for corporate governance and director liability.
Key requirements for PPP investors include the US$50,000 PPP Investor Licence payable prior to signing the PPP Agreement, the minimum thirty percent government shareholding in commercial joint ventures and projects where government holds an asset, Cabinet approval for all large-scale projects exceeding US$5 million, governing law of Zimbabwe for all PPP agreements and establishment of a joint implementation committee with equal representation from both parties. Key requirements for general investors include obtaining an investment licence under the ZIDA Act with application fees of US$500 and issuance fees of US$4,000, compliance with the Companies and Other Business Entities Act for corporate registration and governance and compliance with the Immigration Act for entry and residence permits.
Energy remains the most capital-attractive sector, with the legal framework supporting renewable energy projects through the SEZ regime and PPP structures. The 2026 SI amendments provide clarity on SEZ fees and licensing, with SEZ licences valid for ten years and investor licences costing US$4,000 with renewal every three years at US$3,000. Infrastructure benefits from the clear seven-phase process in the PPP Guideline, with the US$5 million threshold determining the level of approval required. Hospitality investments benefitfrom the ZIDA Act’s comprehensive investor protections and SEZ designation possibilities.
Conclusion
The legal framework in Zimbabwe has undergone substantial transformation, resulting in a predictable, standardised and enforceableregime for investment and public-private partnerships. The ZIDA Act, the PPP Guideline and the Companies and Other Business Entities Act collectively provide the necessary legal architecture to support investment across all sectors of the economy.
Proper legal structuring is the difference between a project that reaches financial close and one that remains a press release. Investors and contracting authorities must ensure that legal requirements are addressed at the outset of any project. The institutions establishedunder the ZIDA Act and the PPP Guideline offer clear pathways for project approval and implementation, but require diligent compliance from all parties.
The 2026 statutory instruments have provided additional clarity on fees and licensing requirements, removing uncertainty and enabling investors to properly budget for regulatory costs. The investor protections embedded in the ZIDA Act, including guarantees against expropriation and freedom of fund transfer, provide the confidence necessary for long-term investment commitments.
Investors who engage early with the legal requirements, structure their projects correctly and maintain compliance throughout the project lifecycle will find Zimbabwe’s investment framework both protective and enabling. The legal framework now provides the necessary predictability for successful investment, making Zimbabwe an increasingly attractive destination for capital in energy, infrastructure and hospitality sectors.