Zambia: A General Business Law Overview

General Business Environment

The business operating environment in Zambia balances court-controlled principles, largely influenced by English common law, with interventions by the Constitution, principal legislation, and subordinate legislation. Several key laws affect business operations.

Companies Act of 2017 and Insolvency Act 2017

The Companies Act No 10 of 2017 establishes a modern, investor-friendly corporate landscape intended to facilitate international investment and enhance corporate accountability. The 2026 amendment introduced a more prescriptive regime to strengthen corporate governance, transparency, and compliance.

Key changes include broadening the beneficial ownership definition to natural persons with a ≥5% shareholding in a legal entity, with ownership traced to ultimate natural persons in group structures; mandatory nominee and nominator disclosure; extension of “nature of control” beyond legal title to any form of influence including indirect ownership, governance direction or economic benefit; prohibition of bearer shares; strengthened enforcement powers; and enhanced penalties aligned with global AML/CFT standards.

The Corporate Insolvency Act No 10 of 2017 enhances regulation of distressed companies by formally recognising insolvency practitioners and introducing business rescue and structured schemes of arrangement.

Employment Code Act 2019

The Employment Code Act No 3 of 2019 (ECA), effective 9 May 2019, regulates contracts, employee entitlements, wage protection, and anti-discrimination measures. It consolidates and replaces prior employment laws, including the Employment Act and the Minimum Wages and Conditions of Employment Act, offering stronger employee protections.

The ECA also introduces statutory instruments protecting vulnerable workers such as general workers, shopkeepers, security guards, and bus drivers, mandating minimum allowances for transport, meals, and related conditions.

Competition and Consumer Protection Act

The Competition and Consumer Protection Act No 24 of 2010, as amended in 2023, governs anti-competitive conduct, merger control, restrictive practices, and consumer protection.

Zambia operates a suspensory merger regime requiring approval before implementation. A merger is notifiable if it meets prescribed thresholds, with reviews typically completed within 90 days, extendable by 30 days. Unapproved mergers are void and attract fines of up to 10% of annual turnover.

Restrictive practices such as cartel conduct and resale price maintenance are prohibited per se and attract administrative fines and prosecution without a rule-of-reason defence.

An enterprise is dominant if it holds 30% or more market share and collectively dominant if two or more enterprises hold 60% or more. Dominance itself is lawful, but abuse of dominance is prohibited and may result in fines of up to 10% of annual turnover.

Since December 2023, Zambia has domesticated COMESA Competition and Consumer Commission regulations, eliminating dual filings for mergers with a regional dimension and designating the CCCC as the sole authority.

Mining Regulation

The sector is regulated by the following principal statutes:

• the Minerals Regulation Commission Act No 14 of 2024 (the “MRC Act”);
• the Mines and Minerals Development (General) Regulations Statutory Instrument No7 of 2016 (the “General Regulations”);
• the Geological and Minerals Development Act No 2 of 2025 (the “GMDA”); and
• the Geological and Minerals Development (Local Content) (Preference for Zambian Goods and Services) Regulations, 2025, Statutory Instrument No 68 of 2025 (the “Local Content SI”).

The MRC Act governs the development and management of mineral resources; disputes relating to mineral resources and establishes the Minerals Regulation Commission, which is responsible for implementing the MRC Act. The General Regulations complement the MRC Act by providing detailed guidance on its implementation while the GMDA governs matters pertaining to geological survey, mapping and exploration in Zambia.

The Local Content SI mandates holders of a mining rights or a mineral processing licence to give preference to materials and products made in Zambia and preference to Zambian contractors.

Energy Regulation

The sector is regulated by the Electricity Act and the Energy Regulation Act, both of 2019. The framework is facilitative and includes provisions for power trading and access to the national grid.

On 5 July 2024, the Minister of Energy issued the Electricity (Net Metering) Regulations, 2024, allowing grid-connected consumers who generate renewable energy for their own use to export excess electricity to the grid.

These reforms are timely given the expansion of the mining sector and the need for increased generation capacity. Benefits include decentralised supply, supplementary grid support, access to domestic and international markets for surplus power, and quicker returns on investment in generating equipment, even at small scale.

Telecommunications, Media and Technology Regulation

Zambia has enacted various pieces of legislation to create a secure and efficient environment for data protection, validity of electronic communications as well as cybersecurity. Key legislative acts include:

• the Electronic Communications and Transactions Act No 4 of 2021;
• the Data Protection Act No 3 of 2021;
• the Cyber Security Act No 3 of 2025;
• the Cyber Crimes Act No 4 of 2025; and
• the Information and Communications Technologies Act No 15 of 2009.

Challenges include the novelty of data protection compliance and requirements to localise data storage. Initial delays in enforcement created regulatory uncertainty and vulnerabilities. Enforcement has since intensified, with nationwide registration of data controllers and processors.

Banking and Finance Regulation

The Banking and Financial Services Act No 7 of 2017 as amended by Act No 7 of 2020

This Act provides a comprehensive framework for regulating and supervising banking and financial services. International debt capital is largely governed by general commercial law. Foreign financial institutions are typically not required to obtain local licences unless performing intermediation functions or operating payment systems.

The Securities Act No 41 of 2016 as amended by Act No 21 of 2022

The Securities Act of 2016 in Zambia establishes a regulatory framework for the securities market, promoting transparency, fairness, and investor protection. Private placement of securities with sophisticated investors is generally not regulated under this statute unless the securities are offered to the public through a primary or secondary marketing platform in Zambia.

The Bank of Zambia Currency Directives, 2025

The Bank of Zambia (the “Bank”) issued the Currency Directives, 2025 (the “Directives”) on 22 December 2025, with effect from 26 December 2025. Under the Directives, all domestic transactions must be settled in Zambian Kwacha (ZMW) unless they fall within the specific exemptions set out in the schedule. The place of settlement and beneficiary determine classification.

A domestic transaction, defined in Section 2, is a payment made within Zambia for the credit of a resident person. While contracts may be denominated in foreign currency, settlement must be made in the ZMW equivalent at the agreed market exchange rate. If no rate is agreed, the Bank’s prevailing mid-rate applies. The “market exchange rate” refers to the retail buying or selling rate quoted by a commercial bank, effectively creating a two-step mechanism: parties may choose a commercial bank rate, failing which the Bank’s mid-rate becomes the default.

Where the government is a party to a domestic transaction, neither it nor its counterparty may quote, pay, or receive foreign currency, except in respect of the exempted transactions listed in the schedule.

Tourism Regulations and Dispute Resolution

Zambia, home to the Victoria Falls and a leading safari destination, regulates its tourism sector under the Tourism and Hospitality Act, 2015. The operationalisation of the Business Regulatory Act simplifies investment through a consolidated digital licensing platform.

Dispute Resolution Options

Investors may resolve disputes through the fast-track Commercial Court or arbitration. Arbitration is governed by the Arbitration Act Number 19 of 2000, which incorporates the UNCITRAL Model Law with amendments. Zambia is also a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, enabling recognition and enforcement of foreign awards once registered as judgments of Zambian courts.

This streamlined regulatory and dispute resolution framework supports investment and legal certainty in Zambia’s growing tourism sector.