Registration of Business Names Act 2011

THE REGISTRATION OF BUSINESS NAMES ACT, 2011
A RRANGEMENT OF S ECTIONS
PART I
PRELIMINARY
Section
1. Short title
2. Interpretation
3. Scope of Act
PART II
REGISTRATION
4. Firms and persons to be registered
5. Application for certificate
6. Reservation of name
7. Issue of certificate
8. Registration by nominee, etc.
9. Rejection of application
10. Publication of name
11. Display of certificate
12. Annual return
13. Surrender of certificate
14. Transfer of certificate
15. Registration of change of particulars
16. Suspension or cancellation of certificate
17. Re registration
18. Loss of certificate
19. Register
20. Removal of names from Register
21. Publication of registered individuals and firms
22. Appeal
PART III
GENERAL PROVISIONS
23. Penalty for failure to provide information
24. Penalty for false statement
25. Offences by firm
26. Regulations
27. Repeal of Cap. 389
Registration of Business Names [No. 16 of 2011 213
Single copies of this Act may be obtained from the Government Printer,
P.O. Box 30136, 10101 Lusaka, Price K 6,000

Business Names [No. 16 of 2011 213
Single copies of this Act may be obtained from the Government Printer,
P.O. Box 30136, 10101 Lusaka, Price K 6,000

GOVERNMENT OF ZAMBIA
ACT
No. 16 of 2011
Date of Assent:12th April, 2011
An Act to provide for the registration of business names;
repeal and replace the Registration of Business Names
Act, 1931; and provide for matters connected with, or
incidental to, the foregoing. [15th April, 2011
ENACTED by the Parliament of Zambia. PART I
PRELIMINARY
1. This Act may be cited as the Registration of Business Names
Act, 2011. 2.

[15th April, 2011
ENACTED by the Parliament of Zambia. PART I
PRELIMINARY
1. This Act may be cited as the Registration of Business Names
Act, 2011. 2.

(1) In this Act, unless the context otherwise requires—
“Agency” means the Patents and Companies Registration
Agency established under section three of the Patents and
Companies Registration Agency Act, 2010;
“business” means a trade, occupation, profession or venture
conducted or carried on by one or more persons for gain
or profit;
“business name”means the name or style under which any
business is carried on,whether in partnership or otherwise,
other than the true names of an individual;
“certificate” means the certificate of registration issued under
section seven;
“court”means a court of competent jurisdiction;
“firm” means an unincorporate body of two or more individuals
or one or more individuals and one or more corporations,
or two or more corporations, who have entered into
partnership with one another with a view to carrying on
business for profit;
“foreign firm” means any firm, individual or corporation whose
principal place of business is situated outside Zambia;
“individual” means a natural person, and does not include a
corporation;
“initials” includes any recognised abbreviation of a forename;
Registration of Business Names [No.

natural person, and does not include a
corporation;
“initials” includes any recognised abbreviation of a forename;
Registration of Business Names [No.

16 of 2011 215
Enactment
Short title
Act No. 15
of 2010
Interpretation

16 of 2011 215
Enactment
Short title
Act No. 15
of 2010
Interpretation

“Register” means the Register established under section
nineteen;
“Registrar” means the person appointed as Registrar under
section fourteen of the Patents and Companies Registration
Agency Act, 2010; and
“repealed Act” means the Registration of Business Names
Act. (2) References in this Act to a former forename or surname
shall not include a former forename or surname where that name
or surname has been changed or disused before the person bearing
the name attained the age of eighteen years, and, in the case of a
married woman, shall not include the name or surname by which
she was known previous to the marriage. (3) References in this Act to a change of name shall not include
a change of name which has taken place before the person whose
name has been changed has attained the age of eighteen years. 3. This Act does not apply to a corporate body, established or
registered under the provisions of any law, in respect of any business
carried on by it under the name by which it is so established or
registered. PART II
REGISTRATION
4.

provisions of any law, in respect of any business
carried on by it under the name by which it is so established or
registered. PART II
REGISTRATION
4.

(1) Subject to the provisions of this Act, the following shall
apply for registration under the provisions of this Act:
(a) every individual or firm with a place of business in Zambia
and carrying on business under a business name which
does not consist of the true surname of the individual or
surnames of all the partners who are individuals and the
corporate names of all the partners who are corporations
without any addition other than the true forename or
forenames of the individual partners or initials of the
forenames; and
(b) every individual or firm with a place of business in Zambia,
who, or a member of which, has either before or after
the commencement of this Act changed the individual’s
or firm’s name, except in the case of a woman in
consequence of marriage:
Provided that—
(i) where two or more individual partners
have the same surname, the addition
of an “s” at the end of that surname
shall not of itself render registration
necessary;
216 No. 16 of 2011] Registration of Business Names
Scope of Act
Firms and
persons to
be registered
Cap. 389
Act No. 15
of 2010

registration
necessary;
216 No. 16 of 2011] Registration of Business Names
Scope of Act
Firms and
persons to
be registered
Cap. 389
Act No. 15
of 2010

(ii) where the business is carried on by a
trustee in bankruptcy or a receiver or
manager appointed by a court,
registration shall not be necessary; and
(iii) a purchase or acquisition of property by
two or more persons as joint tenants or
tenants in common is not of itself to be
deemed as carrying on a business,
whether or not the owners share any
profits arising from the sale thereof. (2) A person who contravenes subsection (1) commits an offence
and is liable, upon conviction, to a fine not exceeding fifty thousand
penalty units or to imprisonment for a period not exceeding one
year, or to both. 5. (1) An application for a certificate shall be made to the
Registrar in the prescribed manner and form upon payment of the
prescribed fee. (2) The Registrar may request an applicant to furnish within
such period as the Registrar may determine any other information
relevant for the purposes of this Act. 6. (1) A person may apply to the Registrar, in the prescribed
manner and form, for the reservation of a business name for which
registration is sought.

. (1) A person may apply to the Registrar, in the prescribed
manner and form, for the reservation of a business name for which
registration is sought.

(2) The Registrar shall, upon receipt of an application under
subsection (1), reserve the proposed name for a period not exceeding
three months. 7. (1) The Registrar shall, within fourteen days of receipt of an
application made under section five, issue the applicant with a
certificate of registration if—
(a) the application is in accordance with the provisions of
this Act; and
(b) the activity or business to be carried out does not
contravene any law. (2) Subject to the other provisions of this Act, a certificate
issued under this Act shall have an unlimited period of validity. 8. (1) The Agency may register an individual or a firm with a
place of business within Zambia where the individual or firm carries
on the business wholly or mainly as a nominee or a trustee of, or
for, another person or corporation or acts as an agent for a foreign
firm. (2) Notwithstanding subsection (1), where a business is carried
on by a trustee in bankruptcy or a receiver or manager appointed
by a court, registration under this section shall not be necessary. Registration of Business Names [No.

bankruptcy or a receiver or manager appointed
by a court, registration under this section shall not be necessary. Registration of Business Names [No.

16of 2011 217
Application
for certificate
Reservation
of name
Issue of
certificate
Registration
by nominee,
etc.

16of 2011 217
Application
for certificate
Reservation
of name
Issue of
certificate
Registration
by nominee,
etc.

9. (1) The Registrar shall reject an application for the
registration of a business name if the business name in respect of
which the application is made—
(a) is identical with that of another existing business name;
(b) is similar to, or is the same as, the name of another business
name and is likely to mislead the public;
(c) is repugnant or otherwise undesirable;
(d) includes the word “Zambia”, “Government”, “State” or
any other word, abbreviation or initial which—
(i) imports or suggests that the applicant enjoys the
patronage of the Head of State, the Government
or administration of any foreign State or of any
department or institution of the Government or
a foreign State; or
(ii) is calculated to mislead the public to believe that
the business is under Zambian ownership or
control;
(e) is calculated to deceive or to mislead the public or to
cause annoyance or offence to any person or class of
persons or is suggestive of blasphemy or indecency; or
(f) suggests or implies a connection with a political party or a
leader of a political party.

f
persons or is suggestive of blasphemy or indecency; or
(f) suggests or implies a connection with a political party or a
leader of a political party.

(2) The Registrar shall reject an application for a certificate
if—
(a) the activity or business to be carried out contravenes any
law in force;
(b) the certificate previously held by the applicant has been
revoked by the Registrar; or
(c) the applicant submits false information in relation to the
requirements for the application. (3) The Registrar shall, where the Registrar rejects an
application under subsection (1), inform the applicant accordingly
and give the reasons therefor. 10. A holder of a certificate issued under this Act shall set out
the business name in legible characters in all official correspondence,
contracts, invoices, negotiable instruments and orders for goods or
services issued or made on behalf of the holder of the certificate. 11. (1) A holder of a certificate issued under this Act shall
display the certificate in a conspicuous place at the place of business. (2) A person who contravenes subsection (1) commits an
offence and is liable, upon conviction, to a fine not exceeding one
hundred thousand penalty units. 12. (1) A holder of a certificate shall submit to the Registrar
an annual return in the prescribed manner and form upon payment
of the prescribed fee.

12. (1) A holder of a certificate shall submit to the Registrar
an annual return in the prescribed manner and form upon payment
of the prescribed fee.

218 No. 16 of 2011] Registration of Business Names
Publication
of name
Display of
certificate
Annual
return
Rejection of
application

218 No. 16 of 2011] Registration of Business Names
Publication
of name
Display of
certificate
Annual
return
Rejection of
application

(2) A person who contravenes subsection (1) commits an
offence and is liable, upon conviction, to a fine not exceeding two
hundred thousand penalty units. 13. (1) Where the holder of a certificate decides not to continue
with the business to which the certificate relates, the holder shall
notify the Registrar, in writing, and shall agree with the Registrar
on the terms and conditions of the surrender of the certificate. (2) Where a certificate is surrendered under subsection (1), the
certificate shall lapse and subject to section sixteen, be cancelled. 14. (1) A certificate shall not be transferred to a third party
without the prior approval of the Registrar. (2) An application for approval to transfer a certificate shall
be made to the Registrar and the Registrar may, within fourteen
days of receipt of the application, approve the application in
accordance with this Act. 15.

e to the Registrar and the Registrar may, within fourteen
days of receipt of the application, approve the application in
accordance with this Act. 15.

(1) A holder of a certificate issued under this Act shall,
where a change is made or occurs in any of the following registered
particulars:
(a) the business name;
(b) the ownership of the business;
(c) the physical address of the principal or other place of
business;
(d) the nature of the business; or
(e) the names of the partners;
notify the Registrar in the prescribed manner and form within
fourteen days of the change. (2) The Registrar shall, upon receipt of the notice referred to in
subsection (1), amend the certificate accordingly. (3) The Registrar shall, where the Registrar identifies an error
on the Register relating to any particulars of a certificate, inform
the holder of the certificate and amend the certificate accordingly. (4) An individual who, or a firm which,contravenes subsection
(1) commits an offence and is liable, upon conviction, to a fine not
exceeding five hundred penalty units for each day during which
the default continues.

commits an offence and is liable, upon conviction, to a fine not
exceeding five hundred penalty units for each day during which
the default continues.

(5) In addition to the penalty imposed under subsection (4), the
rights of the individual or firm under, or arising out of, any contract
made or entered into by, or on behalf of, the individual or firm in
relation to the business in respect of the carrying on of which the
particulars were required to be furnished at any time while the
individual or firm is in default shall not be enforceable by any action
or legal proceeding whether in the business name or otherwise:
Provided that—
(a) the individual or firm may apply to the court for relief
Registration of Business Names [No. 16 of 2011 219
Transfer of
certificate
Registration
of change in
particular s
Surrender of
certificate

for relief
Registration of Business Names [No. 16 of 2011 219
Transfer of
certificate
Registration
of change in
particular s
Surrender of
certificate

against the prohibition referred to in this subsection, and
the court may, upon being satisfied that the default was
accidental or due to inadvertence, or some other
sufficient cause, or that on other grounds it is just and
equitable to grant relief, grant the relief either generally,
or as respects a particular contract, on condition that
the costs of the application shall be paid by the individual
or firm, unless the court otherwise orders, and on such
other conditions, if any, as the court may impose, and
the relief shall not be granted except on the service and
publication of notice of the application as the court may
order, nor shall relief be granted in respect of a contract
if a party to the contract proves to the satisfaction of
the court that if this Act had been complied with, the
party would not have entered into the contract;
(b) nothing shall prejudice the rights of any other parties as
against the individual or firm in respect of the contract;
or
(c) where any action or legal proceeding is commenced by
any other party against the individual or firm to enforce
the rights of the party in respect of the contract, nothing
shall preclude the individual or firm from enforcing in
that action or proceeding, by way of counter claim, set
off or otherwise, such rights as the individual or firm
may have against that party in respect of the contract.

oceeding, by way of counter claim, set
off or otherwise, such rights as the individual or firm
may have against that party in respect of the contract.

16. (1) Subject to the other provisions of this Act, the Registrar
may suspend or cancel a certificate if the holder—
(a) obtained the certificate by fraud or deliberate or negligent
submission of false information or statements;
(b) in the case of a partnership, is dissolved;
(c) fails to submit annual returns for two consecutive years;
or
(d) contravenes this Act or any other written law. (2) The Registrar shall, before suspending or cancelling a
certificate in accordance with subsection (1), give written notice to
the holder thereof of the intention to suspend or cancel the certificate
and shall give the reasons for the intended suspension or cancellation
and require the holder to show cause, within a period of not more
than thirty days, why the certificate should not be suspended or
cancelled. (3) The Registrar shall not suspend or cancel a certificate under
this section if the holder takes remedial measures to the satisfaction
of the Registrar within the period of thirty days referred to in
subsection (2). (4) If a holder who is notified under subsection (2) fails to
220 No. 16 of 2011] Registration of Business Names
Suspension
or
cancellation
of certificate

If a holder who is notified under subsection (2) fails to
220 No. 16 of 2011] Registration of Business Names
Suspension
or
cancellation
of certificate

show cause to the satisfaction of the Registrar, or does not take
any remedial measures to the satisfaction of the Registrar within
the time specified in that subsection, the Registrar may suspend or
cancel the certificate. (6) Where a certificate is cancelled, the holder of the certificate
shall return the certificate to the Registrar and the Registrar shall
cancel the name and the particulars relating to the certificate from
the Register. 17. Where the registration of any individual or firm has been
cancelled or suspended, the individual or firm affected may apply
for re-registration in the prescribed manner and form. 18. (1) A holder of a certificate who loses the certificate may
apply to the Registrar for a duplicate certificate in the prescribed
manner and form. (2) The Registrar shall, within fourteen days of the receipt of
an application under subsection (1), issue a duplicate certificate. 19. (1) The Registrar shall keep and maintain a Register of all
the individuals and firms registered under this Act in which the
Registrar shall enter the names and other details relating to the
individuals and firms.

individuals and firms registered under this Act in which the
Registrar shall enter the names and other details relating to the
individuals and firms.

(2) The Register referred to in subsection (1) shall be kept at
the offices of the Agency and shall be open to inspection by the
public at such times and on such conditions, including the payment
of a fee for inspection, as the Agency may determine. (3) A person may, upon payment of the prescribed fee, require
a copy of the certificate of any individual or firm or a copy or
extract of any other particulars from the Register to be certified by
the Registrar. (4) Any document purporting to be an extract or copy of any
entry in the Register and duly certified to be a true copy or extract
under the hand of the Registrar shall be received in evidence as to
the matters stated therein in any legal proceedings. 20. (1) An individual or a partner of a firm registered under
this Act shall, where the individual or firm ceases to carry on
business, notify the Registrar that the individual or firm has ceased
to carry on business, within three months after the business ceases
to be carried on.

ess, notify the Registrar that the individual or firm has ceased
to carry on business, within three months after the business ceases
to be carried on.

(2) A person who, without reasonable excuse,fails to give the
notice required under subsection (1) commits an offence and is
liable, upon conviction, to a fine not exceeding one thousand five
hundred penalty units for each day during which the default
continues. (3) The Registrar shall, on receipt of the notice referred to under
subsection (1), remove the individual or firm from the Register. Registration of Business Names [No. 16 of 2011 221
Re-registration
Loss of
certificate
Register
Removal of
names from
Register

firm from the Register. Registration of Business Names [No. 16 of 2011 221
Re-registration
Loss of
certificate
Register
Removal of
names from
Register

(4) The Registrar may, where the Registrar reasonably believes
that an individual or a firm registered under this Act is not carrying
on business, send to the individual or firm, by registered post, a
notice that unless an answer is received to the notice within thirty
days from the date thereof, the individual or firm shall be removed
from the Register. (5) The Registrar may, where the Registrar sends a notice under
subsection (4) and receives an answer from the individual or firm
to the effect that the individual or firm is not carrying on business
or does not within thirty days after sending the notice receive an
answer, remove the individual or firm from the Register. (6) The Registrar may, where a business name is removed from
the Register or ceases to exist, restore the name on request by the
owner of the business name:
Provided that the Registrar may, where a person who
is not the owner of the business name requests for its
restoration, restore it only after five years from the date of
its removal from the Register or cessation. 21.

r of the business name requests for its
restoration, restore it only after five years from the date of
its removal from the Register or cessation. 21.

The Agency shall publish the names of all the individuals
and firms registered under this Act in a daily newspaper of general
circulation in Zambia. 22. (1) A person who is aggrieved with the decision of the
Registrar under this Act may appeal to the Minister within thirty
days of the Registrar’s decision. (2) A person who is aggrieved with the decision of the Minister
under subsection (1) may appeal to the High Court within thirty
days of the Minister’s decision. PART III
GENERAL PROVISIONS
23. A person who, where required under this Act to furnish
any information or other particulars, without any reasonable excuse,
fails to furnish the information in the manner and within the time
specified by this Act commits an offence and is liable, upon
conviction, to a fine not exceeding two thousand penalty units for
each day during which the default continues. 24.

its an offence and is liable, upon
conviction, to a fine not exceeding two thousand penalty units for
each day during which the default continues. 24.

A person commits an offence who—
(a) makes, signs or utters a false statement or declaration in
support of an application or forges, defaces or alters a
certificate; or
(b) knowingly or recklessly gives false or incomplete
information for the purpose of obtaining a certificate or
other requirement; and is liable, upon conviction, to a fine
222 No. 16 of 2011] Registration of Business Names
Publication
of registered
individuals
and firms
Appeal
Penalty for
failure to
provide
information
Penalty for
false
statement

ration of Business Names
Publication
of registered
individuals
and firms
Appeal
Penalty for
failure to
provide
information
Penalty for
false
statement

not exceeding one hundred thousand penalty units or to
imprisonment for a period not exceeding one year, or to
both. 25. Where an offence under this Act is committed by a firm,
every partner, director or manager of the firm shall be liable, upon
conviction, as if the partner, director or manager had personally
committed the offence, unless the partner, director or manager
proves to the satisfaction of the court that the act constituting the
offence was done without the knowledge, consent or connivance
of the partner, director or manager or that the partner, director or
manager took reasonable steps to prevent the commission of the
offence. 26. (1) The Minister may, on the recommendation of the
Agency, by statutory instrument, make regulations for the better
carrying out of the provisions of this Act.

inister may, on the recommendation of the
Agency, by statutory instrument, make regulations for the better
carrying out of the provisions of this Act.

(2) Without prejudice to the generality ofsubsection (1),
regulations under that subsection may make provisions for —
(a) the procedure and forms to be used, and the fees payable
for registration and other matters under this Act;
(b) the information to be supplied in an application for
registration;
(c) the format of the returns to be submitted; and
(d) anything required to be prescribed under this Act. 27. (1) The Registration of Business Names Act, 1931, is hereby
repealed. (2) Notwithstanding subsection (1) —
(a) a certificate issued under the repealed Act shall continue
to be valid as if issued under this Act; and
(b) an application for a certificate pending immediately before
the commencement of this Act shall be dealt with in
accordance with the provisions of this Act. Registration of Business Names [No. 16 of 2011 223
Offences by
firm
Regulations
Repeal of
Cap. 389
Act No. 29 of
1931
Cap. 389

224