A director can leave voluntarily or be removed by the company. Each route produces a different paper trail, and appointing a successor requires its own approval and consent. Record the effective dates as you go so the company can file the correct notice with the Patents and Companies Registration Agency (PACRA).

For the wider process, see our guide to a change of directors and shareholders in Zambia.

Record a voluntary resignation

Under section 99 of the Companies Act, a director resigns by delivering written notice in the prescribed form to the company secretary. The resignation takes effect when the secretary receives the notice or at a later time specified in it. Keep the signed notice and a record of receipt. Use the effective date to update the company’s records and schedule the PACRA filing.

Follow the meeting procedure for removal

Under section 98, the company may remove a director by ordinary resolution at a general meeting. A member must give the company secretary the prescribed notice of intention at least 28 days before the meeting. The secretary sends a copy to the director. The director has the right to be heard, to submit a written statement and to require that it be read at the meeting.

Send the meeting notice to everyone entitled to receive it. Include the director’s written statement where required. The company need not circulate it if it receives it fewer than seven days before the meeting. Keep the notices, evidence of delivery, meeting minutes and signed resolution with the company records.

Companies Act 2017, sections 98 to 100 • Companies Amendment Act 2025

Appoint the successor and file Companies Form 10

Check the articles and the Companies Act for who can fill the vacancy and whether the remaining board meets the applicable composition rules. Record the appointment decision and obtain the incoming director’s signed consent. PACRA lists an ordinary resolution for a new director appointment. Where the company fills an unexpired term under section 99, the replacement serves the balance of that term.

PACRA directs companies to file Companies Form 10 within 21 days for changes including resignation, removal and appointment. For a resignation or appointment, section 100 measures that period from the change itself. State the date and nature of each change, include the required director particulars and attach the applicable resignation notice, resolution and consent. Retain the filing confirmation with the company’s records.

PACRA guidance on changes to directors and secretaries • Companies Act 2017, sections 94, 99 and 100

Hand over tax payroll and investment records

If the outgoing director handled tax or payroll, review who can access the company’s ZRA and NAPSA accounts and update affected contact details or authorisations. Keep returns and contributions on schedule during the handover. If the company holds a Zambia Development Agency licence, permit or registration certificate, section 23 requires notice within seven days when particulars supplied in its application change materially.

ZRA domestic tax applications guide • NAPSA iCARE guidance • ZDA investment legislation

Preparing for a director’s departure or a board change? Read our guide to a change of directors and shareholders in Zambia and enquire with M&J Consultants for a tailored quote to prepare the resolutions and coordinate the PACRA filing.