Transfer Secretaries

Background

ZB Transfer Secretaries (Private) Limited (ZBTS) is a wholly owned subsidiary of ZB Financial Holdings Limited. 

ZBTS is licensed to carry out Transfer Secretarial Services business by the Securities and Exchange Commission of Zimbabwe (SECZ) and provides professional Transfer Secretarial Services to public and private companies.

ZBTS has a proven record of quality service and boast of highly qualified professional and experienced staff with the requisite skills in the provision of:

  • Transfer Secretarial Services
  • Database Management Services
  • Company Secretarial Services
  • Bond Register Management

ZBTS has gained international exposure as our system has been used by Nico Corporate Finance transfer secretaries in Malawi. Nico Corporate Finance was then the leading transfer secretaries in Malawi and was handling the majority of companies listed on the Malawi Stock Exchange. ZBTS has handled three counters which were dually listed and are currently running with one counter.

ZBTS benefits immensely from synergies provided by ZB Financial Holdings Limited Group and its wide branch network. The company is divided into three units namely; Front Office, Back Office and the Information Technology department.

Mission

Vision
To be a leading global securities registration agent.

Mission Statement
Passionate focus on creation of unparalleled value for our stakeholders.

Services

ZBTS provides a full range of transfer secretarial services to public and private companies. We pride ourselves in owning the best system designed to meet the needs of our clients. Our key services are:

  • Share Register Maintenance
  • Registration of Shares
  • Share Splitting/ Certification
  • Corporate Actions
  • Cash and Scrip Dividends
  • Initial Public Offers
  • Rights Issues
  • Share Consolidation
  • Share Option Schemes
  • Mergers and Demergers
  • Bonus Issues
  • Share Allotments
  • AGM and EGM Management
  • Mailing of Circulars, Annual Reports and Notices
  • Pledging of Shares
  • In addition to the services above, we offer other services specifically requested by the client (issuer) from time to time. Our excellent reporting capabilities enable us to customize and or group reports for ad hoc requests.
  1. Database Management
    We maintain records for Property companies and Pension Funds.
     
  2. Company secretarial services
    ZB Transfer Secretaries (Private) Limited offers integrated, tailor-made corporate service solutions to public and private companies which gives companies time to concentrate on core business. Our knowledge and understanding of up-to-date statutory corporate governance and compliance requirements ensure specialized, effective and efficient care of both routine and extraordinary company matters, including incorporation, ongoing maintenance and corporate governance, restructuring, company secretarial advice, liquidation and dissolution.

    In a service-oriented industry such as ours, we strive to provide excellent and professional service and counsel to our clients. We continue to nurture and retain a team of resourceful professionals to offer professional corporate secretarial services to all clients in a timely, efficient and effective manner. By engaging us you can save a lot of time and money, not to mention trouble. Our team is often involved in our clients’ corporate restructuring exercises. We advise clients on statutory compliance requirements and corporate governance matters. We act as corporate secretarial agents for companies by assisting them in their annual compliance matters and non-routine corporate matters by:
    • Attending and recording minutes of board and shareholders’ meetings;
    • Preparing board resolutions and shareholders’ resolutions;
    • Advising/ updating clients on compliance with the Companies Act and the listing requirement of respective Exchanges;
    • Filing of Annual Returns and audited accounts;
    • Maintenance of statutory records for private, public and public-listed companies;
    • Change in share capital structure;
    • Transfer of shares;
    • Change of directors, managers, auditors and company secretaries
    • Change of registered office address;
    • Change of financial year end;
    • Opening of bank accounts and changes to bank signatories;
    • Change of company‘s Name; and
    • Alteration of Memorandum and Articles of Association
       
  3. Bond register management

    • Managing the Bond register
    • Calculation and distribution of interest/ coupon
    • Attending to bond transfers
    • Communication with bond holders
    • Processing of maturities
  4. Access to register
    In view of the fact that we want to protect the share register from attacks by viruses clients do not have direct access to their share registers. However, upon request, the full register can be forwarded electronically in Excel or Portable Document format (PDF)

     
  5. Capacity
    We have a dynamic team that has the expertise to manage all your transfer secretarial services. In addition ZBTS can draw on other skills within the ZBFH Group of companies’ skills in Treasury, Corporate Banking and Advisory Services.

     
  6. Information Technology
    The share register system runs on a client/server network environment. The network consists of a Window NT server which is interlinked to workstations. The software was designed to run on a multi user environment and was specifically designed to suit the ZSE requirements. Access to the system is controlled by the use of passwords. Comprehensive audit checks are incorporated in the system. We use an electronic file backup system. An electronic bank transfer system which is linked to the Paynet system and allows dividends to be remitted direct to shareholders’ banks is incorporated in the system. In view of the fact that we are a subsidiary of ZB Financial Holdings Limited which also incorporates ZB Bank the electronic banking process is run efficiently in line with banking regulations. Our computer program was developed internally using our very experienced developers. The program is tailor made to handle any issues regarding securities and share registry management. Our development team is readily available to act swiftly on our clients’ requests. In addition, all staff members have personal e-mail addresses and full internet access which goes a long way in enhancing our communication with our clients and shareholders.

Benefits of appointing a company secretary and share transfer secretary

  • Provision of specialist skills and efficient systems by an independent secretary which will enhance efficiency.
  • Helps to achieve in cost cutting since the costs of employing a full time secretary will be eliminated.
  • Economies of scale enable independent secretary to develop cost effective systems and processes
  • Segregation of roles allows the company to concentrate on its core duties.
  • Liability and efficient support

Summary

ZBTS is a seasoned transfer secretary who is well placed to manage your company secretarial services. The company’s strength lies in:

  • a highly motivated professional, experienced and mature staff;
  • product and service excellence
  • performance oriented client management
  • robust corporate governance management
  • market information
  • synergies with the ZB Financial Holdings Limited Group;
  • pursuance of integrity at all levels of staff
  • a wide branch network

Once on board the following are our requirements

  • Service Level Agreement
  • Modus Operandi Agreement
  • Compliance Checks

Fees Structure

The fees charged will depend on each service provided.

Security Features

As a company which falls within a renowned financial group, we are very sensitive to security issues.  All security documents that include share certificates and cheques are kept in a strong room which has a dual locking system.  Access to our computer room is strictly for staff.

The company’s operations platform is linked to a server that is housed off-site and an automated/straight through back-up system which is stationed at a peri-urban centre.

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