Being a director is a legal office, not a job title. Here are the duties that attach the moment you are appointed, and the situations where personal liability arises.
The core duties
Zimbabwean law requires directors to act honestly, in the best interests of the entity, within their powers, and with reasonable care, skill and diligence. Conflicts of interest must be disclosed rather than managed quietly.
These apply equally to a sole director of a small PBC and to the board of a large company. Scale changes the complexity, not the standard.
Where personal liability bites
Liability commonly arises from continuing to trade while insolvent, misapplying company funds, failing to remit statutory deductions, and signing off on information a director knew or ought to have known was false.
Unremitted PAYE and NSSA deductions are a particular risk area because the money was never the company's to spend.
- Reckless or fraudulent trading
- Using company funds for personal purposes
- Failing to remit employee deductions
- Signing false or misleading filings
Practical governance for small companies
You do not need a governance department. You need written resolutions for significant decisions, a minute of key meetings, a maintained register of directors and beneficial owners, and separation of company and personal money.
Those four habits resolve the overwhelming majority of governance disputes we see.
Resigning properly
A resignation that is not filed with the Registrar leaves you on the public record, and potentially exposed to obligations arising after you left.
Always confirm in writing, ensure the change is filed, and keep proof of the filing.
Frequently asked questions
Can a non-resident be a director?
Yes, subject to identification and any sector-specific requirements.
Am I liable for company debts?
Generally no, unless you gave personal guarantees or breached your duties.
How do I remove a former director from the record?
File the change of directors with the Registrar; do not rely on internal minutes alone.
This guide is general information, not legal or tax advice. Zimbabwe's principal company law is the Companies and Other Business Entities Act [Chapter 24:31], available at ZimLII.
Next guideThe Companies and Other Business Entities Act [Chapter 24:31], Explained for Business Owners