Joint Ventures 2026 Comparisons

The last 12 months have seen a marked improvement in Zimbabwe’s macroeconomic stability. Annual inflation in the nation’s official currency (Zimbabwe Gold or ZWG) peaked at close to 96% in July 2025 before falling sharply, moving into single digits by January 2026 and holding in the region of 4% to 5% through the first half of 2026, supported by tighter monetary policy and gold and foreign currency backing for the reserve. The Reserve Bank of Zimbabwe reduced its benchmark policy rate from 35% to 30% in June 2026, its first cut since 2024, and the government has secured a staff-monitored programme with the International Monetary Fund, all of which has meaningfully improved sentiment among prospective joint venture (JV) partners after a long history of currency instability.

Geopolitical developments beyond Zimbabwe’s borders have had a more indirect but still material effect. The continuing conflict in Ukraine and the Middle East, together with a general reordering of global supply chains, has accelerated Western and Chinese competition for access to African critical minerals, a dynamic in which Zimbabwe, as a major lithium producer, is now a direct participant.

The clearest trend through 2025 and into 2026 has been the government’s decisive push toward mineral beneficiation (the process of adding value to raw minerals through processing and refining before export), culminating in the February 2026 ban on the export of all unprocessed minerals, including lithium concentrate, platinum group metals, coal and chrome.

This has reshaped JV activity in the resources sector, with foreign investors increasingly required to structure joint ventures around local processing and refining capacity rather than simple offtake of raw ore, and several Chinese-backed JVs have already committed hundreds of millions of dollars to build sulphate and refinery capacity domestically.

Mining, Agriculture and Energy

Mining, in particular, has been by far the most active sector for JV activity over the past year, driven by Zimbabwe’s position as Africa’s leading lithium producer and by the government’s beneficiation policy, which is pushing existing offtake-style arrangements toward deeper, capital-intensive processing joint ventures.

Agriculture has also rebounded strongly following a weather-related contraction in 2024, supporting renewed JV interest in irrigation, storage and agro-processing projects. The decision by the government of Zimbabwe to offer title deeds to holders of offer letters has brought a resolution to the question of land tenure. This positive development has seen landowners increasingly entering into joint ventures for export crop production with multinational agricultural corporations.

The energy sector, particularly renewable generation, continues to also attract joint ventures aimed at addressing Zimbabwe’s persistent generation constraints.

Emerging Technologies

Zimbabwe has moved quickly to build a regulatory framework around data and artificial intelligence, and this is beginning to influence how technology-related JVs are structured. The Cyber and Data Protection Act [Chapter 12:07] requires data controllers processing the personal data of 50 or more individuals to be licensed by the Postal and Telecommunications Regulatory Authority of Zimbabwe, which has direct implications for JVs handling customer or user data, including cross-border transfer restrictions that JV participants sharing data with an offshore parent need to navigate carefully. JV participants deploying AI tools should expect scrutiny to be applied through the existing Cyber and Data Protection Act.

The government also launched its National Artificial Intelligence Strategy 2026–2030 earlier this year, signalling an intention to build a system-classification and risk-based regulatory framework for AI.

For JV vehicles more generally, these developments mean that data governance, IP ownership over AI-assisted outputs, and allocation of liability for errors or harm caused by AI systems are increasingly being addressed as bespoke provisions in JV and technology collaboration agreements, rather than left to general contract principles.

Public-Private Partnerships

Where a JV involves the State or a State entity, this is governed by the legal framework provided for in the Zimbabwe Investment and Development Agency Act [Chapter 14:38], which governs public-private partnerships (PPPs) and major government-linked investment projects through the Zimbabwe Investment and Development Agency’s One Stop Investment Services Centre. The framework has been amplified by the recently published Public Private Partnership Guideline (March 2026). The most common structure for these type of JV is a collaboration or co-operation agreement and these take various forms such as concession agreements and build-operate-transfer (BOT) models. Whilst the legal framework brings certainty to the process, it also has the disadvantage of being overly too elaborate because these arrangements typically require Cabinet-level approval and carry a distinct procurement and governance overlay not applicable to purely private JVs.

Incorporated JV Company

The most commonly used vehicle between private players is a traditional JV company (JVC) in the form of a private limited company incorporated under the Companies and Other Business Entities Act [Chapter 24:31] (the “COBE Act”). Participants hold shares in proportion to their agreed interests and capital contributions, benefit from limited liability, and can rely on a familiar corporate governance structure of shareholders, directors and a company secretary. The principal disadvantage is that the JVC is subject to corporate income tax in its own right, creating an additional layer of tax leakage when profits are distributed. Further, incorporation, statutory filings and governance formalities add administrative costs compared to unincorporated alternatives.

The choice of vehicle is generally driven by how the participants wish to share profits, losses and underlying assets, the degree of control and management influence each wishes to retain, and their appetite for liability exposure. Participants seeking to explore complex and high-end transactions tend to lean more towards the traditional JVC with limited liability and its own legal personality, while those prioritising simplicity, tax transparency and the ability to unwind the arrangement quickly tend towards a contractual or partnership structure.

Control and decision-making considerations also weigh heavily, since an incorporated JVC allows for sophisticated board-level governance, voting rights and “reserved-matter” protections, whereas contractual JVs rely more heavily on the terms of the underlying agreement itself, with no separate corporate governance layer to fall back on. Entitlement to revenue and assets is correspondingly more flexible in a contractual JV, since participants can agree bespoke sharing ratios that need not mirror shareholding, whereas a JVC’s distributions are generally tied to shareholding and the COBE Act’s distribution rules.

Tax Treatment and Incentives

Zimbabwe applies a source-based tax system, with the standard corporate income tax rate presently in the region of 24.72% to 25.75% depending on the applicable levy, so a JVC is taxed as a separate entity on its own profits, creating a further layer of taxation when those profits are distributed to participants. Partnerships and purely contractual joint ventures are, by contrast, generally treated as tax-transparent, with each participant taxed directly on its share of income, which is often the deciding factor for participants seeking to avoid double taxation on distributed profits.

Special Economic Zone status, where available, offers a five-year corporate tax exemption followed by a reduced rate thereafter, and remains a relevant incentive for JVs locating qualifying operations, including mineral beneficiation projects, within a designated zone.

BOT and build-own-operate-transfer (BOOT) JV structures used in infrastructure projects benefit from a five-year tax exemption followed by a reduced rate, reflecting government policy to encourage private investment in infrastructure delivery; and sector-specific incentives also apply to priority sectors such as tourism and industrial parks, typically in the form of duty exemptions on capital equipment and reduced corporate tax rates for an initial period.

Participants should also factor in withholding taxes on dividends, interest and royalties paid to foreign shareholders, and rates that are periodically revised.

JV formation and operation in Zimbabwe is not governed by a single statute, but by a number of sector-specific regimes overseen by several regulators. In terms of the COBE Act, the Registrar of Companies and Other Business Entities administers incorporation, corporate governance and the beneficial ownership register applicable to any JVC. Separately, the Zimbabwe Investment and Development Agency (ZIDA), established under the Zimbabwe Investment and Development Agency Act [Chapter 14:38], serves as the country’s primary investment promotion and facilitation agency. Through its One Stop Investment Services Centre, ZIDA co-ordinates the registration and approval of investments involving foreign investors and administers PPP projects and incentives available within Special Economic Zones.

Other key regulators include:

• the Reserve Bank of Zimbabwe, the nation’s central bank, which oversees exchange control approvals and cross-border payments, as well as dividend and investment repatriation issues relevant to any JV with a foreign participant;
• the Competition and Tariff Commission under the Competition Act [Chapter 14:28]; and
• the Securities and Exchange Commission of Zimbabwe, which regulates the Zimbabwe Stock Exchange and, through the Victoria Falls International Financial Services Centre, the Victoria Falls Stock Exchange.

Sectoral regulators become relevant depending on the JV’s industry, including the Ministry of Mines and Mining Development and the Mining Affairs Board for mining JVs, the Zimbabwe Energy Regulatory Authority for energy projects, the Postal and Telecommunications Regulatory Authority of Zimbabwe for telecommunications and data matters, and the Environmental Management Agency for environmental compliance issues.

Zimbabwe maintains a comprehensive anti-money laundering and counter-terrorism financing framework that applies to both domestic and foreign investors.

Zimbabwe’s primary AML statute is the Money Laundering and Proceeds of Crime Act [Chapter 9:24], supervised by the Financial Intelligence Unit housed within the Reserve Bank of Zimbabwe. Guidelines and directives are issued from time to time in terms of that Act to address specific issues. Sectoral regulators such as the Reserve Bank of Zimbabwe, the Securities and Exchange Commission of Zimbabwe and the Insurance and Pensions Commission provide risk-based supervision of financial and insurance institutions. Zimbabwe is a member of the Eastern and Southern Africa Anti-Money Laundering Group and successfully exited the Financial Action Task Force (FATF) grey list in March 2022, following which enforcement has intensified.

A National Anti-Money Laundering Strategy for 2025 to 2029 has since been adopted, with a stated objective of amending the COBE Act to align further with revised FATF recommendations and improving the transparency of corporate structures. For JV participants, the practical implications are standard customer due diligence and source-of-funds verification by banks and professional advisers at formation, ongoing beneficial ownership disclosure obligations for the JVC itself, and, where the JV operates in a higher-risk sector such as mining or virtual assets, an elevated level of scrutiny from counterparties and financiers. Banks, legal professionals, asset managers, and designated non-financial businesses also have a continuing obligation to flag and report any suspicious transactions.

The sanctions position affecting Zimbabwe has eased considerably in recent years but has not been fully resolved. There are currently no UN sanctions on Zimbabwe. The European Union no longer maintains targeted financial sanctions on anyone under its Zimbabwe sanctions regime as of February 2025 although the EU arms embargo on Zimbabwe remains. The United Kingdom removed the last remaining individuals and entities from its Zimbabwe sanctions list in May 2025. The United States revoked its country-specific Zimbabwe sanctions programme in March 2024 but re-designated certain individuals under its Global Magnitsky corruption and human rights sanctions regime and continues to apply the Zimbabwe Democracy and Economic Recovery Act, which restricts US support for Zimbabwe’s access to IMF and World Bank financing. A bill to repeal that Act has passed a US House committee vote but remains under legislative consideration as at mid-2026.

For JV participants, the practical relevance of this sanctions regime lies in the need for careful counterparty screening where a prospective JV partner, or an entity in its ownership chain, may appear on a designated persons list, together with continued caution around US dollar-denominated payment flows that may transit US correspondent banking relationships.

National Security Regulations

Zimbabwe does not operate a dedicated national security or foreign direct investment screening regime of the kind found in many developed markets. Instead, foreign participation is channeled through the Zimbabwe Investment and Development Agency’s registration and approval process, which serves an investment-facilitation rather than a security-screening function for most sectors, though the Agency retains discretion over reserved and restricted sectors. In addition, the Reserve Bank of Zimbabwe, through its Exchange Control Department, typically requires detailed information regarding foreign investors before approving foreign investment in local entities. This process is intended, among other things, to verify the identity, legal standing and bona fides of the foreign participant and ensure compliance with applicable exchange control requirements.

Reserved Sectors

Formal indigenisation requirements applicable to most sectors were relaxed some years ago, and the government has reaffirmed that strategic minerals such as diamonds and platinum will not be subject to indigenisation, although joint ventures remain the encouraged route for foreign participation in those minerals. In December 2025, the Indigenisation and Economic Empowerment (Foreign Participation in Reserved Sectors) Regulations, Statutory Instrument 215 of 2025 were issued in terms of the Indigenisation and Economic Empowerment Act [Chapter 14:33], which provides for the reservation of certain sectors of the economy in Zimbabwe for its citizens. Sectors that are fully reserved exclusively for Zimbabwean citizens include barber shops, estate agencies, employment agencies, advertising agencies, artisanal mining, granite mining, quarrying, and pharmaceutical retailing, among others. Foreign participation may be permitted in certain reserved sectors – such as the haulage and logistics industry, shipping and forwarding, retail and wholesale – where an investor demonstrates compliance with prescribed economic contribution requirements. These include compliance with minimum capital investment thresholds, the creation of a prescribed number of full-time local jobs, and a demonstration of skills and technology transfer.

Joint ventures that constitute a notifiable merger for the purposes of the Competition Act [Chapter 14:28] are subject to mandatory notification to the Competition and Tariff Commission (CTC). Zimbabwean law adopts a broad definition of merger, which can capture the creation of a JVC. A merger is defined as the direct or indirect acquisition of, or establishment of a controlling interest by one or more persons in, the whole or part of the business of another, where a controlling interest in relation to any undertaking means any interest that enables the holder thereof to exercise, directly or indirectly, any control whatsoever over the activities or assets of the undertaking. The definition is therefore a “catch all” one intended to cover all transactions subject only to the prescribed notification threshold.

The current notification threshold is met where the parties’ combined annual turnover in or from Zimbabwe, or their combined assets in Zimbabwe, is valued at or above USD1.2 million.

A notifiable merger must be notified to the CTC in writing within 30 days of conclusion of the merger agreement or the acquisition of a controlling interest, and completion and implementation of the merger before obtaining approval exposes the parties to liability for a penalty of up to the merged parties’ annual turnover.

The Commission’s assessment of mergers is not purely a competition analysis, since public interest factors, particularly employment protection, support for local industry and, in mining transactions, alignment with beneficiation policy, are expressly weighed alongside market concentration effects, and conditions such as staff retention commitments or local procurement requirements are commonly imposed as a requirement for clearance.

Where a JV participant is listed on the Zimbabwe Stock Exchange or the Victoria Falls Stock Exchange, the applicable listing requirements impose size-based categorisation of transactions, so that a JV investment or contribution exceeding prescribed percentage ratios relative to the listed participant’s market capitalisation or assets triggers escalating disclosure obligations, up to circulars and shareholder approval for the largest category of transaction. Separately, dedicated related party transaction rules apply where any JV counterparty is a related party of the listed entity, typically requiring an independent fairness opinion and shareholder approval regardless of transaction size.

The Zimbabwe Stock Exchange is regulated by the Securities and Exchange Commission of Zimbabwe, while the Victoria Falls Stock Exchange has, since March 2025, been regulated by the Victoria Falls International Financial Services Centre, and listed JV participants should confirm which regime and continuing obligations apply to their specific listing.

The COBE Act imposes a mandatory beneficial ownership disclosure regime under Zimbabwe’s company law. Every company, including a JVC, must maintain an up-to-date register of ultimate beneficial owners, defined as natural persons who directly or indirectly hold more than 20% of the company’s shares or voting rights, hold the right to appoint or remove a majority of directors, or otherwise exercise significant influence or control, and must nominate a Zimbabwe-resident person responsible for maintaining that register. A prescribed form must also be lodged and maintained with the Registrar of Companies documenting the names of the relevant persons of significant control (PSCs)/ultimate beneficial owners (UBOS).

Nominee shareholdings exceeding 20% on behalf of an undisclosed beneficial owner are restricted, and beneficial ownership information held by the company or the Registrar must be made available to the Financial Intelligence Unit and law enforcement agencies in connection with investigations under the Money Laundering and Proceeds of Crime Act. Non-compliance carries civil penalties, and the Registrar may refuse registration of an entity whose beneficial owners are not properly identified, so JV participants structuring ownership through offshore holding vehicles should factor this disclosure obligation into their structuring from the outset.

There is not much litigation around joint ventures in the jurisdiction because parties invariably opt for arbitration as their form of dispute resolution. As result, disputes are generally resolved privately away from the public glare except where the dispute ends up in court for interim measures or enforcement purposes. That notwithstanding, there have been one or two decision relating to joint ventures which are highlighted below.

In Jimbata (Private) Limited v Zimbabwe Mining Development Corporation and Kamativi Tin Mines (Private) Limited SC 2/2023, decided by the Supreme Court in January 2023, the parties had entered into a JV agreement to incorporate a joint venture company to process a lithium tailings dump, but the arrangement failed when conditions precedent were not fulfilled. The Supreme Court held that where the underlying JV agreement is found to be null and void, an arbitration clause embedded within it is equally a nullity, since an arbitration agreement generally cannot survive the invalidity of the contract that contains it. This is a decision that has invited widespread criticism as it fails to appreciate the doctrine of separability by conflating the arbitration agreement and the underlying contract and is based on an erroneous interpretation of Article 8.1 of the Model Law. It is highly likely that a different Supreme Court bench will arrive at a different conclusion.

The Necessity of Written JV Agreements

A June 2026 Bulawayo High Court judgment between Agrivi Open Mining (Private) Limited and the holder of a mining special grant reinforced that informally documented joint venture arrangements over mining rights are a significant source of downstream litigation risk. The court’s emphasis on the primacy of a properly documented agreement over the parties’ recollection of an informal arrangement is a useful reminder, particularly in the artisanal and small-scale mining space where JV-style arrangements are still sometimes concluded on a handshake basis.

Recent Legislative Developments

The recently Public Private Partnership Guideline, March 2026, is meant to provide a framework for the government and the private sector to collaborate on infrastructure projects, public services or other PPP initiatives. The Guideline provides a detailed framework for the lifecycle of a PPP with provisions for such things as the classification of PPPs, inception, feasibility studies, procurement, government participation, project approvals and exiting arrangements. The Guideline also prescribes a minimum 30% shareholding in the project by the public sector contracting party.

See 3.3 Sanctions, National Security and Foreign Investment Controls for discussion of recently passed indigenisation requirements.

During the negotiation stage of a joint venture, parties use non-disclosure agreements, non-circumvention agreements, heads of terms, exclusivity deeds and due diligence questionnaires. The process begins with a non-disclosure and non-circumvention agreement to protect sensitive corporate information. Next, heads of terms and exclusivity deeds finalise the commercial baseline and secure a dedicated negotiation window. A due diligence questionnaire is then issued to investigate the prospective partner’s financial, legal, and operational status. Together, these instruments establish the protective framework and governance structures necessary to safely progress the transaction.

Joint venture negotiations remain private initially, but if statutory thresholds under the Competition Act are met, parties must notify the Competition and Tariff Commission (CTC) within 30 days of the agreement. Furthermore, companies listed on local stock exchanges must immediately issue cautionary announcements upon executing price-sensitive terms. Crucially, the Competition Act prohibits parties from closing the transaction or integrating business operations until receiving formal regulatory clearance.

Joint venture agreements make closing conditional upon the satisfaction of specific conditions precedent and these include statutory and regulatory approvals, corporate authorisations, and completed due diligence. The most common usually involve each JV party obtaining the requisite board and shareholder authorisation to enter into the transaction, and if one of the parties is a foreign entity, then exchange-control approval and an investment licence from the Zimbabwe Investment and Development Agency are also typical conditions precedent. To prevent indefinite delays, parties typically establish a long-stop date that allows for transaction termination if these conditions remain unmet.

In Zimbabwean joint venture transactions, material adverse change (MAC) and force majeure event (FME) provisions are generally addressed through contractual risk allocation between the parties.

For MAC provisions, parties typically agree at the negotiation stage on the key assumptions underpinning the investment, including the value of the business, assets, projected performance and other commercial fundamentals. The JV agreement may then provide that a material deterioration in these factors between signing and completion (or between agreed investment milestones) triggers specific remedies, such as a right to renegotiate terms, defer completion, adjust the investment contribution or, in certain circumstances, terminate the transaction. In private JVs, this is often supported by valuation exercises, including pre-investment and completion valuations, to determine whether a material adverse change has occurred. For listed entities, changes in market capitalisation or share price performance may be considered as an indicator of a material adverse change, although parties usually agree the relevant thresholds and exclusions contractually.

FMEs are typically addressed by carefully defining events beyond the reasonable control of the parties and allocating the consequences of such events. While traditional FMEs may include events such as natural disasters, political instability or other extraordinary events, parties often take a more tailored approach given Zimbabwe’s operating environment. As such, events such as changes to currency laws, exchange control measures, regulatory changes and economic disruptions may be specifically addressed in the JV agreement, either by expressly including them as FMEs, excluding them as assumed commercial risks, or providing separate mechanisms for dealing with their impact.

Joint ventures are established through a private company limited by shares, providing a separate legal entity with flexible governance. Foreign investors can participate in most sectors, subject to industry-specific licensing, regulatory, or local participation requirements. Because there is no general minimum capital requirement, funding is driven entirely by the venture’s commercial needs. Consequently, partners can fulfil capital contributions using cash, physical assets, technology, or other agreed resources.

The documentation of JVs depends on the type of the JV and whether or it is a PPP or joint venture between private parties. The most common type of PPP agreement is the concession agreement. The agreement specifies the rights, responsibilities, obligations, recourses, dispute resolution mechanisms, and other aspects of the contractual framework. Other critical terms relate to the risks involved and the attendant mitigation measures, joint implementation and monitoring mechanisms, and any exit or winding up arrangements.

For private joint ventures, parties document their JV using an investment agreement which can take the form of a subscription agreement. They typically record their rights and obligations in a shareholders’ agreement/relationship agreement supported by the company’s constitutional documents. This agreement establishes the ownership structure, governance framework, and respective partner contributions. It also regulates ongoing funding obligations, profit-sharing mechanisms, and corporate decision-making procedures. Additionally, the contract outlines share transfer restrictions, deadlock resolution protocols, dispute resolution mechanisms, and exit arrangements to secure long-term stability amongst the JV parties.

Decision-making is structured through a board of directors and shareholder approval mechanisms that reflect ownership interests. While management handles day-to-day operations, significant strategic decisions are strictly reserved for shareholder approval. To protect each party, the agreement identifies specific reserved matters, such as major capital expenditures, borrowing, or admitting new investors, that require enhanced voting thresholds such as special resolutions or unanimous consent. This balanced approach successfully maintains operational efficiency while safeguarding each partner’s strategic interests.

Joint ventures are funded through a combination of equity contributions and shareholder or third-party debt based on commercial requirements. The agreement typically outlines each party’s initial funding obligations as seed capital for the business and establishes a clear framework for future capital needs. To avoid dilution, existing participants generally hold the right to contribute to additional equity rounds in proportion to their shareholdings. If a participant chooses not to contribute, the agreement typically permits the dilution of their interest or grants the funding party additional economic rights.

Joint venture agreements minimise deadlocks by clearly allocating decision-making authority and setting enhanced approval thresholds for critical matters. Usually, the parties also agree on a minimum and maximum board composition structure that consists of odd instead of even numbers to minimise deadlocks. When a deadlock does arise at board level, the first mechanism is to evaluate whether the chairperson has a casting vote. If not, then the deadlocked issue is escalated to shareholders for approval. If internal negotiations fail amongst the shareholders, the issue typically triggers external mediation, expert determination, or other dispute resolution mechanisms. For persistent or severe deadlocks, the contract provides exit mechanisms such as buy-out rights or separation procedures to either sustain the venture or to facilitate an orderly unwinding.

Parties commonly enter into various ancillary documents to support the establishment and operation of a joint venture. These secondary contracts frequently include intellectual property licences, asset transfers, management services agreements, and non-disclosure agreements. Depending on the specific industry, the venture may also require technology transfer, supply, off-take, or financing agreements. Ultimately, this specific suite of documentation is tailored to directly reflect the unique assets, know-how, and funding contributed by each participant.

Joint venture participants hold rights to information, management participation, and profit-sharing, alongside obligations for funding, confidentiality, and operational compliance. Profits and losses are typically allocated according to the contract, or in the case of a duly incorporated company, in accordance with each party’s ownership interest. In corporate structures, these financial distributions are made through dividends declared under the company’s governing documents and applicable laws. Crucially, partner liability is strictly limited to their initial investment and contractual commitments, unless they have explicitly guaranteed external obligations.

Minority joint venture participants protect their investments through negotiated contractual rights rather than relying on shareholding percentages. These protections commonly include negotiating board representation and direct access to financial and operational information. The most common way of protecting minority interests in incorporated joint ventures is the reserved matter provision. This is implemented by developing and adopting an extensive list of reserved matters, which require unanimous consent or a percentage that permits the minority participant to block the resolution from being approved. These safeguards are frequently supplemented by pre-emption rights, anti-dilution provisions, enhanced reporting obligations, and dedicated dispute resolution mechanisms.

In addition, the COBE Act incorporates minority protection mechanisms by allowing minority shareholders to apply to the courts where they consider that the affairs of a company are being, or have been, conducted in a manner that is oppressive or unfairly prejudicial to the interests of one or more members, including the applicant. This provides an important safeguard against the abuse of majority control and ensures that minority interests are afforded judicial protection.

In international joint ventures, when parties select a governing law and dispute resolution mechanism they are often guided by the need to ensure commercial certainty, neutrality, and ease of enforcement. International arbitration is the preferred dispute resolution mechanism for the majority of cross-border deals involving foreign investors though a few sometimes elect the Zimbabwean Courts especially the Commercial Court, which is a specialist division of the High Court of Zimbabwe.

The applicable law is often a contested issue. Whilst a few may select Zimbabwean law where the venture’s assets and operations are entirely local, in most instances involving a foreign party, the parties settle for English Law as it is well-established and widely accepted.

Zimbabwe is party to a number of dispute resolution treaties. Firstly, the Zimbabwe has adopted the Model Law on arbitration as developed by the United Nations Commission on International Trade Law (UNCITRAL). Zimbabwe is also party to the Agreement establishing the African Continental Free Trade Area, which has a dispute resolution framework for addressing intellectual property disputes. In addition, Zimbabwe is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, meaning it generally recognises and enforces foreign arbitral awards and qualifying foreign judgments.

Foreign arbitral awards are recognised as binding upon application to the High Court of Zimbabwe. The process is very simple and it entails submission of a duly authenticated original award or duly certified copy thereof together with the original arbitration agreement or duly certified copy thereof. Both documents must be in English and, if in a different language, the party seeking enforcement must supply certified English translations of the documents. If the application is granted by the court, then the award is be enforced as a judgment of the Zimbabwean courts, subject to compliance with the applicable Rules of the High Court.

Board Composition

Participants commonly negotiate proportional board representation, so that a 50/50 venture has an equal number of nominee directors from each side, and the parties usually permit a third director to be appointed by their board appointees to avoid deadlock situations. Unequal ventures allocate seats in proportion to shareholding or according to the functions each participant contributes, such as technical, financial or local market expertise.

In terms of Zimbabwean company law, a private limited company must have a minimum of two directors, and a private business corporation may operate with a single director, giving participants flexibility in structuring smaller ventures. It is common practice for the JV agreement, rather than the constitutive documents alone, to record each participant’s nomination and removal rights, casting vote arrangements for deadlock situations, and the rules for appointing a board chairperson.

Appointment and Removal

Directors are formally appointed and may be removed by an ordinary resolution of shareholders in a general meeting, and this statutory mechanism cannot be excluded by the company’s constitutive documents. Where a JV agreement grants a participant the contractual right to nominate and withdraw a director, that right operates alongside, and is given effect through, the shareholders’ voting power rather than displacing the statutory removal procedure.

Foreign Directors

There are no restrictions or limitations on foreign nationals being appointed as directors of a Zimbabwean JV company provided that at least one director of the company must be ordinarily resident in Zimbabwe.

Foreign JV participants therefore typically ensure that at least one of their nominees, or an independent local director, satisfies this residency requirement, and foreign directors must provide passport and identification details as part of the statutory filings.

Weighted Voting

Weighted or class voting rights are recognised in Zimbabwe and are commonly used to preserve a participant’s influence over specified reserved matters, notwithstanding a minority shareholding. These arrangements are usually implemented through the company’s constitutive documents, differential share classes, and consent rights in the JV agreement covering matters such as changes to the business plan, related-party transactions, borrowing above set thresholds and amendments to the constitutive documents. With respect to directors, the Chairperson will have a casting vote in the event of a deadlock unless the articles of association of the company provide otherwise.

Principal Duties of Directors

Directors are responsible for decisions on all matters of the company except those reserved to the shareholders by the COBE Act or by the company’s constitutive documents. These responsibilities include:

• determining and directing the overall business performance and strategy for the company;
• ensuring that the financial records, financial statements and external audit are kept and maintained; and
• the appointment, removal, compensation and performance of officers and oversight of management of the company.

In addition, the COBE Act has codified the fiduciary duties of directors previously governed largely by common law. Every director has a duty to act in good faith and in the best interests of the company, and to exercise the care, skill and attention that a reasonably diligent business person would exercise in the same circumstances, together with a statutory business judgment rule protecting properly informed decisions taken in good faith.

Directors additionally owe a duty of loyalty to the company, requiring disclosure of personal interests and avoidance of undisclosed conflicts. These duties may not be excluded or diminished by the company’s constitutive documents, meaning a nominee director cannot lawfully be instructed to subordinate the company’s interests to those of the appointing participant.

Competing Loyalties

In practice, tension between a nominee director’s duty to the JV company and loyalty to the appointing participant is managed contractually rather than by diluting the statutory duty. JV agreements commonly deal with this through carefully drafted reserved-matter and information-sharing provisions, protocols restricting the disclosure of company confidential information to the nominating participant, and recusal procedures where a director’s dual role gives rise to an actual or potential conflict on a specific resolution.

Delegation

A JV board may delegate specified functions to individual directors, board committees or third-party managers, subject to any restrictions in the constitutive documents or JV agreement. Delegation does not relieve the board of ultimate responsibility for the company’s affairs, and reserved matters requiring full board or shareholder approval are typically carved out of any delegation.

Reporting Requirements

Statutory reporting obligations include maintaining proper accounting records, preparing financial statements, and, for larger or listed entities, more extensive disclosure and audit obligations. JV agreements usually cater for these for requirements with fixed duties for each participant, such as monthly management accounts, budget variance reports and access to books and records.

Conflicts of interest are primarily managed through the statutory duty of loyalty, which requires a director to disclose any personal or third-party interest in a matter before the board and, depending on the nature of the conflict, to abstain from voting or even from being present during deliberation. JV agreements typically reinforce this with contractual conflict-management protocols, related-party transaction approval thresholds, and independent director or chairperson casting-vote mechanisms for deadlock situations involving a conflicted nominee.

A person’s dual role within a JV participant and on the JV board can become inappropriate where that role gives the individual access to competitively sensitive information about the JV company that could be used to the advantage of the participant, or where the individual is required to negotiate against the JV company on behalf of the participant, for example in relation to related-party supply or service contracts. In such cases, participants often appoint a separate, more independent nominee for that specific matter, rather than relying on the conflicted person to navigate the position alone.

JV Corporate Entities

Where a JV is structured as a corporate entity, the participants must decide at the outset whether background intellectual property contributed by a participant is licensed to the JV company for use, or assigned outright, and whether intellectual property generated by the JV company during its operation vests in the company itself or reverts to a contributing participant. Registrable rights such as trade marks, patents and industrial designs are administered by the Zimbabwe Intellectual Property Office, and Zimbabwe is also a member of the African Regional Intellectual Property Organisation, so participants should consider whether protection is sought nationally, regionally, or both.

Contractual Collaborations

In purely contractual joint ventures, without a separate legal vehicle, the parties must be even more precise in the collaboration agreement about ownership of pre-existing IP, IP created jointly during the collaboration, and the scope of any cross-licences granted between the parties for the duration and after termination of the arrangement.

Treatment in the JV Agreement

The JV agreement is typically the primary document dealing with IP. Well-drafted JV agreements set out a schedule of background IP contributed by each participant, the licence or assignment terms applicable to it, and ownership of foreground IP created during the venture.

Foreign Transfers

Transfers of intellectual property to or from foreign entities generally follow the ordinary registration, assignment and recordal procedures under the relevant statute, together with any applicable exchange control and cross-border payment requirements where royalties or licence fees are payable offshore. Participants bringing in foreign-owned IP should also confirm whether any underlying international registration, such as a Madrid Protocol trade mark or Patent Cooperation Treaty application designating Zimbabwe, needs to be recorded locally to be enforceable.

Whether IP should be licensed or assigned to the JV company depends on the commercial relationship the contributing participant wishes to preserve with the asset. Licensing allows the contributing participant to retain underlying ownership, use the IP outside the JV, and recover it cleanly on termination, which is generally the preferred route where the IP is core to the contributor’s wider business or is to be used in other ventures.

Assignment, by contrast, gives the JV company full ownership and control, which can be commercially attractive where the JV is intended to build long-term value in the IP as a standalone asset, or where lenders or investors require the JV company to hold clean title.

The trade-off is that the contributing participant loses the ability to unilaterally exploit the asset elsewhere and must negotiate a buy-back or reassignment mechanism if the JV is later terminated or that participant exits.

Parties may also employ a hybrid approach, whereby core, venture-specific IP is assigned to the JV company, while more general or multi-use background IP is merely licensed on a royalty-bearing or royalty-free basis for the duration of the venture.

ESG considerations have become material to Zimbabwean JVs because access to international capital, offtake arrangements and reputable partners increasingly depends on demonstrable environmental, social and governance performance.

Recent Developments

Zimbabwe has been actively developing its climate and sustainability regulatory framework. The Zimbabwe Stock Exchange and Victoria Falls Stock Exchange adopted Global Reporting Initiative-aligned sustainability reporting requirements for listed entities with financial years commencing on or after 1 January 2024, and the country launched carbon market regulations and a national carbon registry in 2025.

Practical Measures for JV Participants

JV participants and JV entities are increasingly expected to take proactive steps rather than wait for these obligations to crystallise into binding law across all sectors. These can be achieved through the following:

• building ESG governance into the JV agreement itself, including reporting obligations, board or committee oversight of ESG matters, and audit rights for participants;
• aligning management accounts and disclosures with recognised international frameworks, given the direction of travel toward standards such as IFRS S1 and S2;
• assessing environmental compliance obligations under the Environmental Management Act [Chapter 20:27], including any licensing, environmental impact assessment or pollution prevention requirements administered by the Environmental Management Agency; and
• considering participation in the emerging carbon market framework where the JV’s activities are capable of generating registrable carbon credits.

Regulatory Landscape and International Influence

The principal ESG-related regulator remains the Environmental Management Agency, supplemented by sectoral regulators such as the Reserve Bank of Zimbabwe, which has issued climate risk guidance for the banking sector, and the securities exchanges’ listing rules. Zimbabwe’s framework is also shaped by international commitments, including the Sustainable Development Goals and the African Union’s Agenda 2063, and by the practical reality that JV participants seeking finance from international capital markets must satisfy lender and investor ESG expectations that often exceed the current strict domestic legal minimum.

A Zimbabwean JV typically comes to an end through expiry of an agreed term; mutual agreement between the participants; or occurrence of a trigger event specified in the JV agreement such as an unresolved deadlock, material breach, change of control of a participant, or insolvency of a participant or of the JV company itself. Where the JV is a corporate entity, formal termination of the underlying business is achieved through voluntary liquidation under the Insolvency Act [Chapter 6:07], while a purely contractual JV simply ends in accordance with its own termination provisions.

General Matters To Be Dealt With Upon termination

Generally, upon termination the following must be considered:

• valuation methodology and process for any buy-out, sale or wind-down of the business;
• treatment of outstanding liabilities, guarantees and intercompany funding between the participants and the JV entity;
• continuation, assignment or termination of shared contracts, leases and licences, including any IP licences granted between the parties;
• restrictive covenants applicable to former participants, such as non-compete and non-solicitation obligations, and their duration; and
• confidentiality obligations surviving termination and the return or destruction of confidential information.

Transfers of assets between JV participants, or between a participant and the JV entity, require consideration of transfer taxes, stamp duty, exchange control approval where a foreign participant is involved, and any sector-specific regulatory consents, for example in mining or telecommunications. Where the JV entity holds registered assets such as immovable property, mining rights or registered IP, the formalities for transferring title, including deed registration or IP recordal, must also be factored into transaction timelines.

A key distinction exists between assets originally contributed to the JV by a participant and assets subsequently generated by the JV itself. Contributed assets are usually addressed by pre-agreed return, buy-back or fair value purchase mechanisms recorded in the JV agreement at the outset, reflecting that the contributing participant retained an economic interest in that specific asset.

Assets generated by the JV during its operation, by contrast, are ordinarily treated as JV property in which all participants have an interest proportionate to their shareholding, and their distribution on exit is governed typically by the wind-down and asset-realisation provisions of the JV agreement, rather than by a right of return to a single participant.

Statutory Provisions

Zimbabwean company law does not impose a mandatory exit regime specific to joint ventures, and participants are generally free to determine their own exit mechanics within the JV agreement and the company’s constitutive documents, provided these do not contravene any statute or other applicable law. Shareholders in a private limited company enjoy statutory pre-emption rights in relation to new share issues, and constitutive documents commonly incorporate additional share transfer restrictions, rights of first refusal and consent requirements for transfers to third parties, which are enforceable as a matter of Zimbabwean company and contract law.

Where the exiting party is a foreign investor, the proposed transfer of its shares must generally be submitted to the Reserve Bank of Zimbabwe, through its Exchange Control Department, for approval before the transfer can be effected, irrespective of whether the shares are being transferred to the local joint venture partner or to another foreign investor.

Freedom of Contract

Beyond these baseline statutory protections, the exit strategy is very much a matter parties can freely determine in the JV agreement. It is standard practice for JV agreements to contain a dedicated exit clause addressing voluntary exit, forced exit on breach or insolvency, and deadlock-driven exit.

Common Exit Mechanisms

Common exit mechanisms include the following:

• rights of first refusal or pre-emption rights in favour of the remaining participant before any sale to a third party;
• put and call options, allowing one participant to require the other to buy or sell its interest at an agreed or independently determined valuation;
• drag-along and tag-along rights, protecting a majority participant’s ability to sell the whole venture, and a minority participant’s ability to participate in such a sale on the same terms; and
• liquidation or winding up of the JV entity under the Insolvency Act, generally reserved as a mechanism of last resort where a negotiated buy-out cannot be achieved.