Company law in Zimbabwe is largely governed by the Company Act [ Chapter 24:03] which as is amended from time to time and the numerous piece...
Company law in Zimbabwe is largely governed by the Company Act [ Chapter 24:03] which as is amended from time to time and the numerous pieces of subsidiary legislation that are made hereunder.
Although the act covers a great deal, it becomes of necessity to the student of company law that one has to turn to common law to answer some of the questions connected with companies
The first observation about the origins of Zimbabwean company law is that it consists of a rich heritage of legal rules and institutions from ancient to modern times
Secondly one observes the presence of a mixture of rules from Roman Dutch law, English law, Germanic law, Canon law and South African company law.
Lastly one is impressed by the development of law which took place in Zimbabwe since the chartering of the British South African Company in 1889 to the present new statutory arrangement.
Common law in Zimbabwe plays a very vital role and is mainly based on the Roman Dutch law.
Roman Dutch law was introduced in Zimbabwe through South Africa when the Dutch settlers invaded South Africa in 1652. During the preceding centuries one of the provinces of Netherlands called Holland received into its legal system, a substantial injection by lawyers and legislature of the time, of the legal rules of Roman origin-whence the name Roman Dutch law.
Jan van Riebeeck and the settlers who arrived in the Cape of Good Hope were from the province of Holland and applied the law they knew.
Company Act [Chapter 190] was passed on 22 November 1951 as act 47 of that year and it came into effect on 1 April 1952.
Prior to the passing of and enforcement of the Company Act in 1952, Company law in the Colony of Southern Rhodesia was based on the ordinance.
Furtherback, Company law in the Colony of Cape of Good Hope governed the laws of Southern Rhodesia following the proclamation issued by the British high commissioner in South Africa on 10 June 1891.
It should be noted that the company ordinance of 1895 and the law of the colony of Good Hope were derived from English law with the former being based on the English company Act of 1862. When the Act was passed therefore company law as contained in the Companies Ordinance was in practical terms 90 years old, that is, 1862 to 1952.
Thus the Act was only indigenous by virtue of having been passed by the local legislative assembly.
In essence it was merely a replica of the English companies Act (1948) with some provision being derived from South African Companies legislation which was mainly based on English
Company law.
When introducing the 1951 companies bill the minister of justice emphasised on the immediate need to have law that was consistent and uniform to that of other parts of the world so as to derive value from judicial interpretations from other countries which in turn could then be applied to the Southern Rhodesia’s legislation. ‘‘Company law is, in a sense of international character and it is desirable accordingly that the law should be similar in different parts of the world. We do desire to keep our law as uniform as possible with the law of other countries, not only for the convenience of people who have to come under the provisions of the law but also because of the value of having judicial interpretations of other countries which may be applied to our own legislation.”
The Minister implored on other members of the house to adopt the phraseology used in English law even where there might have been imperfections so as 6to avoid difficulties that could flow from making alterations.
Furthermore a Drafting Commission headed by attorneys of the High court namely [Sir Ernest Guest and W. A. Godlonton] and Mr Underwood an accountant had in the process of drawing up the bill examined, in addition to the company law statutes referred in reports of the Cohen Commission which had examined the whole field of company law legislation in England and the Millin Commission which had done a similar exercise in South Africa.
Although the act covers a great deal, it becomes of necessity to the student of company law that one has to turn to common law to answer some of the questions connected with companies
The first observation about the origins of Zimbabwean company law is that it consists of a rich heritage of legal rules and institutions from ancient to modern times
Secondly one observes the presence of a mixture of rules from Roman Dutch law, English law, Germanic law, Canon law and South African company law.
Lastly one is impressed by the development of law which took place in Zimbabwe since the chartering of the British South African Company in 1889 to the present new statutory arrangement.
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| Introduction to Company law in Zimbabwe |
Roman Dutch law was introduced in Zimbabwe through South Africa when the Dutch settlers invaded South Africa in 1652. During the preceding centuries one of the provinces of Netherlands called Holland received into its legal system, a substantial injection by lawyers and legislature of the time, of the legal rules of Roman origin-whence the name Roman Dutch law.
Jan van Riebeeck and the settlers who arrived in the Cape of Good Hope were from the province of Holland and applied the law they knew.
Company Act [Chapter 190] was passed on 22 November 1951 as act 47 of that year and it came into effect on 1 April 1952.
Prior to the passing of and enforcement of the Company Act in 1952, Company law in the Colony of Southern Rhodesia was based on the ordinance.
Furtherback, Company law in the Colony of Cape of Good Hope governed the laws of Southern Rhodesia following the proclamation issued by the British high commissioner in South Africa on 10 June 1891.
It should be noted that the company ordinance of 1895 and the law of the colony of Good Hope were derived from English law with the former being based on the English company Act of 1862. When the Act was passed therefore company law as contained in the Companies Ordinance was in practical terms 90 years old, that is, 1862 to 1952.
Thus the Act was only indigenous by virtue of having been passed by the local legislative assembly.
In essence it was merely a replica of the English companies Act (1948) with some provision being derived from South African Companies legislation which was mainly based on English
Company law.
When introducing the 1951 companies bill the minister of justice emphasised on the immediate need to have law that was consistent and uniform to that of other parts of the world so as to derive value from judicial interpretations from other countries which in turn could then be applied to the Southern Rhodesia’s legislation. ‘‘Company law is, in a sense of international character and it is desirable accordingly that the law should be similar in different parts of the world. We do desire to keep our law as uniform as possible with the law of other countries, not only for the convenience of people who have to come under the provisions of the law but also because of the value of having judicial interpretations of other countries which may be applied to our own legislation.”
The Minister implored on other members of the house to adopt the phraseology used in English law even where there might have been imperfections so as 6to avoid difficulties that could flow from making alterations.
Furthermore a Drafting Commission headed by attorneys of the High court namely [Sir Ernest Guest and W. A. Godlonton] and Mr Underwood an accountant had in the process of drawing up the bill examined, in addition to the company law statutes referred in reports of the Cohen Commission which had examined the whole field of company law legislation in England and the Millin Commission which had done a similar exercise in South Africa.
- Cohen Commission – examined company law in England.
- Millin Commission – examined company law in South Africa.
- Was introduced at the cape in 1795 when the cape became the British colony.
- The British never repealed or abolished the roman Dutch law which was effective at the cape after British occupation.
- The result was thus that the later developments in the system in Holland had no effect in south Africa after British occupation.
- However the Roman Dutch law was accepted and applied in south Africa up to this time and remains effective together with the influence of new English law.
- Despite the influences of the English laws, the extent to which the rules were applied and developed in south Africa has led to the general acceptance of roman-Dutch law in south Africa.
- Today there is a general tendency when legislature or the high court is confronted with the challenge of solving modern problems for which there are no applicable roman-Dutch, south African and Zimbabwean rules of law to make use of comparative studies of the foreign legal systems over the world and in way to create the best new Zimbabwean law.
- Also referred to as legislation.
- Covers all those legal rules which are formulated, produced or imposed by the parliament of the day or by the other organs with authority to make contemporary rules for the community.
- Each piece of legislation emanating from parliament is referred to by a name given to it by parliament together with a reference number and the year in which it was promulgated e.g. company act chapter 24-03 of 2000.
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