Understanding Shares & Debentures (Zimbabwe)

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What Every Member Should Know

When you join a registered co-operative society in Zimbabwe, your financial stake in the co-op is represented in the form of shares. These shares are more than just numbers — they show how much you own in the business, and what you can expect to gain if the co-op does well.

Let’s unpack what that means in everyday language.


๐Ÿงพ What Is a Share in a Co-op?

  • A share is your piece of ownership in the co-op. Think of it as your ticket to being a part-owner.

  • It is movable property — which means it can be transferred to others, but only under certain rules.

  • The value of a share is set in the co-op’s own by-laws (rules made by the members).

  • You must hold at least the minimum number of shares required by your co-op.


๐Ÿ” Can I Sell or Transfer My Shares?

Yes, but only under specific conditions:

  • You can only transfer your shares to:

    • The co-op itself,

    • Another member, or

    • A person who has applied to join the co-op and been accepted.

  • You can’t just sell them to anyone outside the co-op.

  • The co-op’s management committee must approve and register the transfer before it is legal.

  • You can also nominate someone to inherit your shares when you pass away, by putting it in writing and having witnesses sign it.


โšฐ๏ธ What Happens to My Shares When I Die?

  • You can name someone (a nominee) while you are alive who will receive your shares if you die.

  • If you don’t nominate someone, the shares can go to:

    • Your heir, or

    • The executor of your estate (with Registrar approval).

  • If the person receiving the shares doesn’t qualify to be a co-op member, they must transfer the shares to someone who does, within six months.


๐Ÿ“„ Share Certificates

  • After you’re issued shares (or transfer them), you’ll receive a share certificate within two months.

  • The certificate proves you own shares and will include:

    • Your name,

    • The co-op’s name,

    • Value of the share,

    • Any unpaid amounts,

    • Any conditions attached,

    • Date of issue.

  • This certificate is proof of your ownership — and can’t be denied unless proven false.


๐Ÿšซ Can My Shares Be Taken by Creditors?

In general, no. Your co-op shares:

  • Cannot be seized or sold by a court to pay your personal debts.

  • Cannot be claimed by a bankrupt estate.

This protects members and encourages them to invest with peace of mind.


๐Ÿ’ต What Are Debentures?

A debenture is like a loan you give to the co-operative — but with a promise that the co-op will pay you back with interest. It's a way for the co-op to raise money without giving away ownership.

There are two types:

  • Secured debentures – backed by property or assets (like land or equipment).

  • Unsecured debentures – not backed by any specific property.

To issue debentures:

  • The co-op’s by-laws must allow it.

  • The Registrar must approve it.


๐Ÿ  What Can Be Used as Security for Debentures?

If a co-op issues secured debentures, it can pledge:

  • Movable property (like equipment or vehicles),

  • Incorporeal rights (like expected income),

  • Immovable property (like land), via legal documentation like mortgage or notarial bonds.

All these pledges must be registered properly in the Deeds Registry, and recorded in the co-op’s official books.


๐Ÿ“˜ Co-op Records and Transparency

Every co-op must maintain a register of:

  1. All bonds and pledges against its property.

  2. All debenture holders – showing how many debentures exist, who owns them, and how much is owed.

This ensures members and regulators can monitor the co-op’s financial commitments.


โœ… Summary

Feature Shares Debentures
What it is Your ownership in the co-op A loan you give to the co-op
Who gets it Only members Members or outside investors
Transfer rules Only to the co-op or members Freely transferable (if allowed)
Certificate Proof of ownership Proof of loan and entitlement
Risk Based on co-op success Based on repayment terms
Protection Cannot be taken by creditors May be secured or unsecured

๐Ÿ‘ฅ Why This Matters

For members:

  • Shares show your ownership and give you voting rights.

  • Debentures are a way to invest and earn interest.

For the co-op:

  • Shares are part of your capital base.

  • Debentures help you raise funds for growth, while protecting member control.

Always read and understand your co-op’s by-laws — they spell out exactly how these financial tools are used in your society.

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