The Registration of Business Names (Amendment) Act, 2025

Registration of Business Names (Amendment) [No. 24 of 2025 337
An Act to amend the Registration of Business Names Act. [ 30th December, 2025
ENACTED by the Parliament of Zambia. 1. (1) This Act may be cited as the Registration of Business
Names (Amendment) Act, 2025, and shall be read as one with the
Registration of Business Names Act, in this Act referred to as the
principal Act. (2) This Act shall come into operation on 1st January, 2026. 2. Section 2 of the principal Act is amended by the insertion of
the following new definitions in the appropriate place in alphabetical
order:
“accurate information” has the meaning assigned to the words
in the Companies Act;
“adequate information” has the meaning assigned to the words
in the Companies Act;
“beneficial owner” means a natural person—
(a) who exercises ultimate effective control over a firm
that is a corporation ; or
(b) directly or indirectly, through any contract,
arrangement, understanding, relationship or any
other means ultimately owns, controls, or receives
substantial economic benefits from, a firm that is
a corporation;
Enactment
Short title
and commen-
cement
Cap. 388
Cap. 388
Amendment
of section 2
Cap.

bstantial economic benefits from, a firm that is
a corporation;
Enactment
Short title
and commen-
cement
Cap. 388
Cap. 388
Amendment
of section 2
Cap.

389
Single copies of this Act may be obtained from the Government Printer,
P.O. Box 30136, 10101 Lusaka, Price K8.00 each. GOVERNMENT OF ZAMBIA
ACT
No. 24 of 2025
Date of Assent: 23rd December, 2025

om the Government Printer,
P.O. Box 30136, 10101 Lusaka, Price K8.00 each. GOVERNMENT OF ZAMBIA
ACT
No. 24 of 2025
Date of Assent: 23rd December, 2025

338 No.

338 No.

24 of 2025 Registration of Business Names (Amendment)
and the term “beneficial ownership” shall be construed
accordingly;
“control” means the control by a person who has the right to
exercise, or actually exercises, significant influence over
the running of the activities of a firm, that is a corporation,
and includes the right to—
(a) appoint or remove any partner;
(b) direct or veto the investment decisions, profit share
or capital returns of the firms’ funds or assets; and
(c) direct amendments to the firm’s constitutional
documents or to dissolve or convert the firm.;
“designated person or entity” has the meaning to the words
in the Anti-Terrorism and Proliferation Act;
“passport” has the meaning assigned to the word in the
Passport Act;
“substantial economic benefit” means the benefit realised by
a natural person from a firm that is a corporation legally
or equitably, of at least five percent of the distribution of
profits or proceeds of a transaction;
“ultimate effective control” means ownership or control of a
firm, that is a corporation, exercised through a chain of
ownership or by means of control other than direct control;
and
“up-to-date information” means information which is current
and up-to-date and is updated within a specified period as
may be determined by the Registrar.

to-date information” means information which is current
and up-to-date and is updated within a specified period as
may be determined by the Registrar.

3. Section 5 of the principal Act is amended by the—
(a) insertion of the following new subsection immediately
after subsection (1):
(2) An application for a certificate referred to
under subsection (1) shall be accompanied, in the
case of a corporation intending to register a firm,
by—
(a) a statement containing accurate, adequate
and up-to-date information on beneficial
ownership, stating in respect of each
beneficial owner—
(i) the full names, date of birth, nationality
and residential address;
Cap.129
Amendment
of section 5
Cap.128

ng in respect of each
beneficial owner—
(i) the full names, date of birth, nationality
and residential address;
Cap.129
Amendment
of section 5
Cap.128

Registration of Business Names (Amendment) [No. 24 of 2025 339
(ii) the national registration number in
the case of a citizen or a valid
passport number in the case of
non-citizen;
(iii) the country of residence; and
(iv) any other particulars as maybe
prescribed; and
(b) a declaration by the applicants that the
particulars referred to under paragraph (a)
have been submitted to the Registrar with
the consent of the persons to whom the
particulars relate.; and
(b) renumbering of subsection (2) as subsection (3). 4. Section 9 of the Principal Act is amended in the subsection
(2) by—
(a) the insertion of the following new paragraph immediately
after paragraph (a);
(b) the shareholder, beneficial owner or director of a firm
that is a corporation is a designated person or entity;
and
(b) the renumbering of paragraphs (b) and (c) as paragraphs
(c) and (d), respectively. 5.

that is a corporation is a designated person or entity;
and
(b) the renumbering of paragraphs (b) and (c) as paragraphs
(c) and (d), respectively. 5.

Section 12 of the principal Act is amended by the—
(a) insertion of the following new subsection immediately after
subsection (1):
(2) An annual return referred to under subsection
(1) shall include, in the case of a firm that is a
corporation—
(a) adequate, accurate and up-to-date information on beneficial
owners; and
(b) financial statements. 6. Section 15 of the principal Act is amended—
(a) in subsection (1)—
(i) by the insertion of the following new paragraph
immediately after paragraph (b);
(c) in the case of a firm that is a
corporation, beneficial ownership
information; and
(ii) by the renumbering of paragraphs (c), (d), and (e)
as paragraphs (d), (e) and (f), respectively;
Amendment
of section 9
Amendment
of section 15
Amendment
of section 12

g of paragraphs (c), (d), and (e)
as paragraphs (d), (e) and (f), respectively;
Amendment
of section 9
Amendment
of section 15
Amendment
of section 12

(b) by the insertion of the following new subsection
immediately after subsection (4):
(5) A firm that is a corporation that contravenes subsection
(1) (c), is liable, in addition to the penalty specified under subsection
(4), to pay the Agency an administrative penalty not exceeding
five hundred thousand penalty units; and
(c) by the renumbering of subsection (5) as subsection (6). 7.

Agency an administrative penalty not exceeding
five hundred thousand penalty units; and
(c) by the renumbering of subsection (5) as subsection (6). 7.

Section 16 of the Principal Act is amended—
(a) by the deletion of subsection (1) and the substitution therefor
of the following:
(1) Subject to the other provisions of this Act, the Registrar
may suspend or cancel a certificate if—
(a) the holder obtained the certificate by fraud or
submission of false information or statements;
(b) the holder fails to submit annual returns for two
consecutive years;
(c) the holder contravenes this Act or any other written
law;
(d) in the case of a partnership, the partnership is
dissolved;
(e) in the case of a firm that is a corporation, the holder
fails to submit beneficial ownership information
of the firm; or
(f) in the case of a firm that is a corporation the
shareholder, beneficial owner or director of a firm
is a designated person or entity; and
(b) by the insertion of the following new subsection immediately
after subsection (5):
(6) The Registrar shall, where a certificate is cancelled in
accordance with this section, retain records or books required to
be kept in accordance with this Act for a period of ten years from
the date on which the certificate is cancelled. 340 No.

ecords or books required to
be kept in accordance with this Act for a period of ten years from
the date on which the certificate is cancelled. 340 No.

24 of 2025 Registration of Business Names (Amendment)
Amendment
of section 16