A share transfer in Zambia involves the company’s own share register, a property transfer tax process with the Zambia Revenue Authority (ZRA) and a notice to the Patents and Companies Registration Agency (PACRA). Plan the three steps together so that tax clearance and missing signatures do not hold up the filing.

If the transaction also changes who sits on the board, see our guide to a change of directors and shareholders in Zambia.

Check the transfer restrictions and prepare the documents

Start with the company’s articles and any shareholder agreement. Check whether existing shareholders have a right of first refusal, whether consent is required and whether the shares are fully paid. Confirm the class and number of shares, the parties’ legal names and who will ultimately own or control the shares. Prepare the instrument of transfer and record any approvals required for the deal.

National Assembly of Zambia Companies Act 2017

Work out property transfer tax with ZRA

ZRA lists the standard property transfer tax (PTT) rate for shares at 8%. The seller, known as the transferor, is generally responsible for the tax and submits the provisional PTT return through the ZRA portal. Establish the realised value under the tax rules and gather evidence to support it. A nominal price in a transfer agreement, including a related-party deal, can differ from the value ZRA uses for tax.

For an internal group reorganisation, ZRA says the Commissioner-General may determine a nil realised value in qualifying circumstances. Confirm the treatment before relying on it. Obtain the ZRA property transfer tax certificate for the PACRA filing.

ZRA property transfer tax guidance

Update the share register and file the PACRA notice

The Companies Act generally requires the company to enter the transferee in its share register within 21 days of receiving the required share transfer documentation, subject to the statutory procedure for a permitted refusal or delay. The transferee then has 14 days from entry in the share register to notify the Registrar in the prescribed form. Start the ZRA work early so the certificate is ready for that filing window.

PACRA lists Companies Form 18 as the Notice of Transfer of Shares. The transferor and transferee both sign it. Include the beneficial ownership details and attach the ZRA certificate and certified copies of the affected shareholders’ NRCs or passports, as applicable. PACRA’s instructions call for duplicate copies of the form.

PACRA share transfer instructions

Check whether other notifications apply

If the company holds a Zambia Development Agency licence, permit or investment registration certificate, check whether the new ownership materially changes particulars supplied in the application. Section 23 of the Investment, Trade and Business Development Act requires holders to inform the agency of such a change within seven days. Check any sector-specific approval conditions before completion. If the company remains the employer, keep its regular NAPSA contribution schedule running during the handover.

ZDA Investment Trade and Business Development Act • NAPSA formal sector contributions

Planning a share sale or a wider ownership restructure? Read our guide to a change of directors and shareholders in Zambia and enquire with M&J Consultants for a tailored quote to coordinate the transfer documents, tax process and PACRA filing.