A director often discovers the problem at the point a bank asks for current company records, an investor requests a compliance pack, or a tender requires an active PACRA profile. If you need to restore deregistered company Zambia status after missed filings, begin by establishing exactly why PACRA removed the entity.

The process does not end with the Registrar of Companies. A restored entity may still have outstanding obligations with the Zambia Revenue Authority, the National Pension Scheme Authority and, where applicable, the Zambia Development Agency. Our PACRA annual returns filing service helps directors bring the corporate record and the wider compliance position back into order.

As of October 2026, section 318A of the Companies Act, introduced by Act No. 23 of 2025 on 30 December 2025, provides an administrative route for restoring certain companies that PACRA has deregistered. The route has conditions, exclusions and a 10-year time limit.

Start by confirming the company’s deregistration status

Do not assume that a company is deregistered because it has not traded, has not filed annual returns or no longer appears in a routine search. Ask PACRA to confirm the entity’s status and identify the basis for deregistration.

PACRA may deregister a company that has failed to file annual returns for two consecutive years under section 317 of the Companies Act. Before deregistration, PACRA must issue written notice and allow 30 days for the company to show cause. Deregistration takes effect when PACRA publishes the notice in the Gazette, on its website or in a daily newspaper.

PACRA published a 2026 notice confirming that it removed non-compliant, dormant or defunct entities on 23 April 2026. That notice matters because the publication date helps establish whether the company sits within the 10-year restoration window.

Check whether administrative restoration is available

A former director or former member may apply to restore an eligible company within 10 years of deregistration. The application must use the prescribed form and include the prescribed PACRA fee. Confirm the current form number and fee through PACRA’s live forms-and-fees portal before submission, because these administrative details can change.

Administrative restoration is not available where the company voluntarily applied for deregistration as dormant under section 317(1)(d). It is also unavailable where the company has dissolved or faces dissolution proceedings. Directors often use the words “struck off”, “deregistered” and “dormant closure” as if they mean the same thing, but the distinction determines whether section 318A can help.

Step 1: Reconstruct the company’s PACRA filing history

Before filing a restoration request, create a schedule of every missed annual return, outstanding financial statement and change in company information. This work prevents a partial application, which can leave the company with a restored registration but incomplete records.

Annual returns fall due within three months of the company’s financial year-end. Where the annual general meeting takes place three months after year-end, the return is due within one month after that AGM. A director or company secretary must sign the return.

The annual return now includes beneficial-owner information and the company’s total number of employees. PACRA requires this information because the Registrar must maintain current ownership and control records, not merely a list of legal shareholders.

Private companies must lodge financial statements with annual returns. PACRA’s older guidance refers to Companies Form 33 or Form 34, but confirm those references against the live portal before filing because the applicable form process may have changed.

What PACRA will expect in the restoration application

Section 318A requires accurate, adequate and up-to-date basic and beneficial-ownership information. The applicant must also demonstrate remedial compliance. In practical terms, prepare the information PACRA needs to see that the company has corrected the failures that led to deregistration.

Review these records before submitting the prescribed application:

1.       The deregistration notice and effective deregistration date.

2.       The current register of directors, shareholders and beneficial owners.

3.       Overdue annual returns and supporting financial statements.

4.       Current registered-office details and contact information.

5.       Evidence that the company has corrected the underlying compliance gaps.

The most common error is treating payment of arrears as the whole remedy. PACRA needs a complete and current corporate record, particularly on beneficial ownership, because section 318A makes that information a condition of restoration.

Step 2: Submit the PACRA restoration application

A former director or former member should submit the prescribed restoration application to PACRA with the required supporting documents and fee. Keep copies of the filed application, payment confirmation and every document supplied to the Registrar.

Do not publish or budget against a fixed restoration fee without checking PACRA’s live forms-and-fees portal. The Companies Act confirms that a prescribed fee applies, but the research record available for this guide does not confirm a current amount or form number.

Once PACRA restores the company, obtain written evidence of the outcome and update internal records immediately. Banks, counterparties and procurement teams may ask for proof of active legal status before they proceed with accounts, contracts or bids.

Illustrative example: a lapsed family trading company

Take a Lusaka distribution business, which we will call Kafue Supplies, with three directors and annual sales of about K4 million. The company missed annual returns for two years after its finance manager left, then discovered the problem when a supplier requested current PACRA documents for a K650,000 credit arrangement.

The directors first gathered the last filed annual return, management accounts, director details and ownership records. They then reconciled the changes made since the last filing, including a shareholder transfer that the company had recorded internally but had not reflected in its compliance file. The cost of delay extended beyond PACRA charges: the supplier withheld the credit arrangement, forcing the business to fund stock from working capital.

The practical lesson is to start with the company record, not the application form. Had the directors maintained a calendar for annual returns and ownership changes, they could have avoided a restoration project at the point their cash cycle came under pressure.

Step 3: Reconnect ZRA tax compliance

PACRA restoration does not clear tax returns, tax debts or Zambia Revenue Authority penalties. Treat the ZRA review as a separate workstream, even where the company stopped trading before deregistration.

Start by confirming the company’s tax registration status, outstanding income-tax returns and any unpaid assessments. Reconcile the company’s books to submitted returns before making voluntary corrections, because a mismatch between financial statements and tax filings can create further queries.

For limited companies, ZRA states that late income-tax returns attract a penalty of K600 per month or part of a month. Unpaid tax attracts a 5 percent penalty plus interest at the Bank of Zambia discount rate plus 2 percent. The financial exposure grows with time, so quantify it before the board commits to a restoration timetable.

If turnover, transactions or payroll records cannot support the filed position, do not submit a rushed set of returns simply to obtain a receipt. First identify the missing invoices, bank statements and payroll schedules. A receipt for one filing does not prove that the company has resolved its wider tax position.

Illustrative example: a dormant company with a payroll trail

Consider a Kitwe engineering company with 12 staff and a monthly payroll of about K180,000 before operations slowed. The directors believed the company had become dormant, but payroll records showed that it continued to pay a caretaker team and settle several customer invoices during the period of missed annual returns.

The company could not treat the entity as inactive for compliance purposes. It needed to reconstruct payroll, review ZRA obligations and reconcile NAPSA contributions before presenting a credible remedial compliance file. The directors would have saved significant professional time by maintaining monthly reconciliations while operations reduced.

Dormancy is a legal and factual question, not simply a management label. If the company paid employees, earned income or held taxable transactions, review those activities before representing its position to a regulator.

Step 4: Reconcile NAPSA obligations before resuming operations

Where the company employed staff, reconcile NAPSA monthly returns and contribution payments. NAPSA states that contributions equal 10 percent of gross earnings, shared equally between employer and employee at 5 percent each.

Contributions fall due by the 10th day of the following month. NAPSA states that late contributions attract a cumulative 20 percent monthly penalty, which makes an early reconciliation important where payroll gaps have continued for several months.

Compare payroll reports, employee contracts, payslips, bank payment records and monthly NAPSA submissions. This comparison often identifies employees who appeared on payroll but not on a submitted return, or deductions that payroll recorded but the company did not remit.

Do not use PACRA restoration as a reason to restart payroll before this review. A restored company that resumes employment without correcting historic contribution records can carry the same issue into the next reporting cycle.

Step 5: Review ZDA obligations for licensed investors

A company with a Zambia Development Agency licence has an additional reporting duty. ZDA-licensed investors must submit annual returns with locally audited financial statements to ZDA.

Failure to comply is an offence that may attract up to 100,000 penalty units, imprisonment for up to 12 months, or both. Check the licence conditions and filing history separately, because PACRA, ZRA and ZDA records serve different regulatory purposes.

For an investment holding a ZDA licence, assign one person to coordinate the restoration file across all regulators. That person should maintain a dated register showing what the company filed, what remains outstanding and which evidence supports each submission.

Put the company back on a controlled compliance calendar

Restoration resolves a legal status problem. Governance prevents the same problem from returning.

Set a board-approved calendar that records the financial year-end, annual-return due date, AGM date where relevant, ZRA return deadlines, NAPSA payment date and any ZDA reporting date. Assign an accountable director or officer to review the calendar monthly, not only when PACRA sends a notice.

For most owner-managed businesses, the sensible approach is to prepare annual-return records shortly after year-end rather than waiting for the final deadline. This gives the company time to correct director, shareholding and beneficial-owner changes before it needs a signed filing.

Frequently Asked Questions

Can any deregistered company apply for restoration through PACRA?

No. A former director or former member may apply under section 318A within 10 years, but administrative restoration does not apply to a company that voluntarily sought dormant deregistration under section 317(1)(d), or one that is dissolved or facing dissolution proceedings.

How long does a company have to apply for restoration?

The section 318A administrative restoration route allows an application within 10 years of deregistration. Confirm the effective deregistration date from PACRA’s published notice because the period runs from deregistration, not from the date a director discovers the issue.

Does restoring a company with PACRA clear its ZRA tax debt?

No. PACRA restoration and ZRA compliance are separate matters. Review outstanding income-tax returns, penalties, unpaid tax and supporting accounting records with the Zambia Revenue Authority after the company’s corporate status is restored.

What information must annual returns include?

Annual returns must include current beneficial-owner information and the company’s total employee numbers. Private companies must also lodge financial statements, subject to confirmation of the current PACRA filing requirements and forms.

A deregistered company can regain its standing, but the strongest applications treat restoration as a governance exercise rather than a form-filing exercise. Visit our PACRA annual returns filing hub page, or speak with our team about restoring your company and rebuilding its compliance calendar.