….secret company owners, secret boards, secret deals
By Yamkelo Dlamini
Zambia has changed the rules on who can own, run and hide behind a company and business leaders say the country is now a safer place to invest.
Advocate Dumisani Tembo, Senior Partner at AB & David Zambia, told the International Corporate Governance Conference held at Ezulwini ICC that eight years of reform have delivered real progress on transparency, accountability and board standards.
The turning point was 2017, when Zambia overhauled its company law and introduced corporate governance rules for private and public companies for the first time. “Previously, this was not there,” Tembo said.
Today, the country has a fully functional companies registration office, the Patents and Companies Registration Agency (PACRA), governance rules for listed companies through the Lusaka Stock Exchange and stronger transparency in mining through the Extractive Industries Transparency Initiative.
No more hidden owners.
The biggest change is on beneficial ownership. Under the Companies Act of 2017 and a further amendment assented to by the President in December 2025, companies must now declare who really owns and controls them.
Bearer shares, which allowed the true owner to hide behind another person, have been abolished. Any natural person who holds 5 percent or more, directly or indirectly, must now be disclosed by law. “It has shifted the dynamics from simply hiding behind fronts to full disclosure,” Tembo said. 
The rule applies at registration and after registration. Companies must keep beneficial ownership records accurate and up to date and regulators must be able to verify the information. For investors, lenders and partners, Tembo said, that means less risk and more confidence.
Directors now face clear rules
The reforms have also raised the bar for directors and company secretaries. Directors must act in the best interest of the company. They must declare personal and commercial interests. They must disclose any connection to a business arrangement the company is entering into. “It is no longer a gentleman’s agreement,” Tembo said. “It has to be formally recorded.”
Companies must now conduct proper legal, financial and technical due diligence before entering transactions. The roles of board chairperson and chief executive have been separated. Only lawyers and accountants can serve as company secretaries. In every company, at least half of the directors must be resident in Zambia.
