Single-Member Companies in Zanzibar
On Zanzibar, an Investor can establish a Single-Member Company (SMC-Private). This type of company operates as a private limited liability company with a maximum of one shareholder.
An SMC always has a sole member serving as the director, but additional individuals can be involved in other capacities.
The sole member nominates two individuals: one becomes the nominated director in the event of the sole member’s death, and the other serves as an alternate nominated director, stepping in if the nominated director is unavailable.
The nominated director must be a natural person distinct from the company secretary and does not need to be a member of the company.
An SMC is required to appoint a company secretary. However, the sole member cannot simultaneously act as the managing director. The secretary attends all company meetings but does not have voting rights or the authority to represent the sole member.
The sole member has the right to transfer their entire shareholding to another individual.
An SMC can transition into a private company with multiple shareholders by increasing its membership through share transfers, additional share allocations, the death of the sole member, or as required by law.
In the event of the sole member’s death, the SMC may either be dissolved or converted into a private company with multiple members.