Zimbabwe collects much of its capital gains tax not from the seller directly but from a chain of intermediaries — the professionals and institutions who physically hold the sale proceeds and through whose hands the price of a specified asset must pass before it reaches the seller. This lesson explains who those intermediaries are, what the law requires of them, and what happens when they fail. The governing law is Part IIIA of the Capital Gains Tax Act [Chapter 23:01], comprising Sections 22A to 22L, supplemented by the transfer-gating provisions in Sections 30A and 30B and the rates set by Section 39 of the Finance Act [Chapter 23:04].

The architecture is a three-tier withholding cascade. First, a depositary (defined in Section 22A) — typically a conveyancer, legal practitioner, estate agent, building society, stockbroker, financial institution, the Sheriff or Master of the High Court, or the relevant registrar — who holds the price on a sale of a specified asset must, under Section 22C, withhold capital gains withholding tax (CGWT) from the amount it pays to the seller and remit it to the Commissioner no later than the 3rd working day after payment. Second, if no depositary withholds and no clearance certificate has issued, an agent who receives the proceeds for the seller must withhold under Section 22D. Third, as a longstop, the payee (the seller, or a person to whom the depositary pays) must pay the tax itself under Section 22E if neither a depositary nor an agent has done so. The duty therefore never disappears; it simply moves down the chain until someone accounts for it.

The rates of CGWT are fixed by Section 39 of the Finance Act: 1% of the sale price on a listed marketable security (a final tax); 5% of the price on an unlisted/other marketable security (provisional); and 15% on the sale of immovable property acquired after 22 February 2019 (provisional), credited against a final liability computed at 20% of the capital gain (CGT Act). The withholding is an advance collection mechanism, not a separate tax — it is set off against the seller's actual CGT under Section 22J (credit), with any excess refunded.

The system is held together by three pressure points. A depositary or agent who fails to withhold or remit is personally liable for the tax plus a 15% penalty under Section 22H (waivable only where there was no intent to evade). Every person who acts as a depositary in the ordinary course of business must register with the Commissioner within 30 days under Section 22FA, and must file monthly returns under Section 22G. And no transfer of title can be registered — neither by the Registrar of Deeds nor by a company's share-transfer official — unless a ZIMRA certificate confirming the CGT has been paid is produced, under Section 30A. The transfer office is thus the final gate: the intermediary cannot complete the seller's transaction without proof that the State has been paid.

Two carve-outs and one extension matter. By Section 22F, no CGWT is withheld where the gain is exempt under Section 10, and unit-trust trading is excused except on investor redemption. By Section 22L, the whole of Part IIIA was suspended in respect of marketable securities until the Minister re-activates it — and it was re-activated with effect from 17 October 2005 (SI 188/2005), so depositary withholding on shares now runs through brokers and financial institutions. The extension is Section 30B (inserted by the Finance Act 13 of 2023, w.e.f. 1 January 2024), a special CGT reaching nominees and beneficial owners behind offshore transfers of Zimbabwean mining title — a deliberate attempt to pierce intermediary structures used to move mining rights without paying.

This lesson builds directly on Capital Gains Tax in Zimbabwe: Introduction, Purpose and Legal… (the charge, the Section 8(1) three-amount funnel, and the meaning of "specified asset"), on Capital Gains Withholding Tax (the withholding tax mechanism and rates, which this lesson approaches from the intermediary's side), and on CGT Returns and Assessments (the Section 23 import of the Taxes Act assessment machinery). It is the collection counterpart to those lessons: where they explain what is taxed and how much, this lesson explains who must hand it over.

In an ideal world, a person who sells a house or a parcel of shares would compute the capital gain, file a return, and pay the tax. Zimbabwe's capital gains tax does indeed end there — the final liability is always the seller's, computed under the Capital Gains Tax Act [Chapter 23:01]. But experience across every tax system teaches a hard lesson: a tax that depends entirely on the taxpayer voluntarily declaring and paying after the money is already in their pocket is a tax that leaks. Once the seller has been paid and the property transferred, the State's leverage is gone. The seller may be untraceable, may be a non-resident who has left the country, may simply not file, or may have spent the proceeds. Chasing each seller individually is administratively impossible for a revenue authority of limited size.

The solution, adopted in Part IIIA of the CGT Act, is to intercept the tax at the point where the money is still under control — that is, while it is sitting in the hands of the professional or institution who is processing the sale. This is the role of the intermediary. When you sell a house in Zimbabwe, you do not usually receive the buyer's money directly; it passes through your conveyancer's or estate agent's trust account. When you sell shares, the proceeds pass through your stockbroker or a financial institution. When property is sold in execution of a judgment, the money passes through the Sheriff or the Master of the High Court. The law fixes on exactly these moments. It conscripts the intermediary — the person who is already holding the price — as an unpaid collecting agent of the State, obliging them to skim off the withholding tax before releasing the balance to the seller.

This is the same policy logic that runs through the whole of Zimbabwean withholding-tax design. As established in Withholding Taxes — Residents and Non-Residents for income tax (PAYE, the Section 80 30% withholding on contracts without an ITF 263, the non-resident withholdings under Sections 26–34 of the Income Tax Act), the State repeatedly co-opts the payer or the holder of funds to collect tax at source. Capital gains tax is no exception. What makes Part IIIA distinctive is that the "holder of funds" is rarely the buyer; it is a third-party professional or institution standing between buyer and seller. The term we use throughout this lesson for that person is the depositary, and the broader family — depositaries, agents, conveyancers, registrars, trustees — are what this lesson calls the intermediaries.

Understanding the intermediary system matters for three audiences. For the professionals themselves — legal practitioners, estate agents, stockbrokers, building societies, banks — the duties in Part IIIA are not optional courtesies; they are personal legal obligations whose breach attracts personal liability for the tax plus a 15% penalty (Section 22H) and even criminal liability for non-registration (Section 22FA(4)). A conveyancer who pays out a client's full sale proceeds without withholding has not merely made an administrative error; they have stepped into the seller's tax shoes. For sellers, understanding the system explains why a portion of their proceeds is held back and why transfer cannot proceed until ZIMRA issues a certificate. And for exam candidates and advisers, the depositary–agent–payee cascade, the clearance-certificate mechanism, and the transfer-gating in Section 30A are heavily examinable and are precisely where ZIMRA audit and dispute activity concentrates.

ZIMRA's audit interest here is intense for a structural reason: the intermediaries are few, identifiable, and licensed. It is far easier for ZIMRA to audit the trust-account records of a handful of conveyancing firms and the transaction logs of the stock exchange's brokers than to audit thousands of individual sellers. The intermediary is thus both the collection point and the audit point of the capital gains system.

The intermediary regime is Part IIIA of the Capital Gains Tax Act [Chapter 23:01], headed "Capital Gains Withholding Tax on Specified Assets." It was inserted into the Act in stages from 1999 onward and amended repeatedly thereafter. We walk through every section in turn, then add the transfer-gating provisions outside Part IIIA and the rate-fixing provision in the Finance Act.

Section 22A — Interpretation: who is a "depositary"?

The whole scheme turns on the definition of "depositary" in Section 22A. The definitions in this Part were largely inserted by Act 1 of 2014 with effect from 1 January 2014 (with later additions). A depositary means any of the following:

• Paragraph (a): a conveyancer, legal practitioner, estate agent or other person who, on behalf of any party to a sale of immovable property, (i) holds the whole or any part of the price, and (ii) is required, on completion or transfer, to pay that amount to the seller or to someone for the seller's credit. This is the typical residential or commercial property sale running through a law firm's or estate agency's trust account.
• Paragraph (b): a building society registered under the Building Societies Act [Chapter 24:02].
• Paragraph (c): the Sheriff or the Master of the High Court — i.e. sales in execution and deceased-estate or insolvency realisations.
• Paragraph (d): a stockbroker, financial institution or other person who, on behalf of a party to a sale of a marketable security, holds the price and is required to pay it to the seller. (This paragraph was amended by the Finance Act 10 of 2003 with effect from the 2004 year of assessment.)
• Paragraph (e) (inserted by Act 1 of 2014): in relation to a cession of a stand in a land-development scheme — the cedent, or the local authority or land developer holding the price, or any person in (a)–(d) who mediates the cession.
• Paragraph (f) (inserted by Act 1 of 2014): in relation to the acquisition or relinquishment of a membership interest in a condominium — the owner of the condominium, the custodian of the register of membership interests, or any person in (a)–(d) who mediates it.
• Paragraph (g) (inserted by the Finance Act 2 of 2017, gazetted 23 March 2017, backdated to 1 January 2017): the registrar or other registering official responsible for registering rights and transfers under the Mines and Minerals Act [Chapter 21:05], the Patents Act [Chapter 26:03], the Trade Marks Act [Chapter 26:04], the Industrial Designs Act [Chapter 26:02], the Copyright and Neighbouring Rights Act [Chapter 26:05], the Brands Act [Chapter 19:03], the Geographical Indications Act [Chapter 26:06], and the Integrated Circuit Layout-Designs Act [Chapter 26:07].

Notice how the definition tracks, almost exactly, the three limbs of the "specified asset" definition you learned in Specified Assets Under Zimbabwe Capital Gains Tax Law: immovable property (limbs a, e, f), marketable securities (limb d), and registered intellectual-property and mining rights (limb g). For every category of asset within the CGT charge, the legislature has identified the natural intermediary who will be holding the money or registering the title — and made that person a depositary. The 2017 addition of paragraph (g) was the direct collection-side counterpart to the 2017 expansion of the "specified asset" definition to cover the full registered-IP suite.

Two further Section 22A definitions complete the cast. A "payee" means "a person to whom a depositary pays or is required to pay an amount held by him as depositary in respect of the sale of a specified asset" — in plain terms, the seller (or whoever is entitled to receive the proceeds). The Part also defines "business of a land developer", "cession of a stand", "condominium", "membership interest in a condominium", "local authority", "stand" and "service", which scope the land-development and condominium variants.

Section 22B — the charge to capital gains withholding tax

Section 22B is the charging section for the withholding tax. It provides that "there shall be charged, levied and collected throughout Zimbabwe in accordance with this Part … a capital gains withholding tax calculated in accordance with the Finance Act [Chapter 23:04]." This mirrors the two-statute design you met in Capital Gains Tax in Zimbabwe: Introduction, Purpose and Legal…: the CGT Act creates and structures the withholding tax, but the rate is always fixed by the annual Finance Act (here, Section 39). The annotation to Section 22B in the source records Sabeta M v Commissioner-General, ZIMRA (12-HH-079) — ZIMRA may not refuse to assess and issue a CGT certificate once the tax has been paid, a point we return to under Section 30A.

Section 22C — depositaries to withhold tax (the first tier)

Section 22C(1) is the core obligation. Subject to subsections (5) and (7), every depositary who, in consequence of the sale or transfer of a specified asset, pays any amount it holds as depositary to or for the credit of the seller shall withhold capital gains withholding tax from that amount and pay it to the Commissioner no later than the 3rd working day from the date the payment was made (or such further time as the Commissioner may, for good cause, allow). The original remittance period was longer; it was shortened by the Finance Act 16 of 2007 with effect from 1 January 2008 and shortened further by Act 3 of 2009 with effect from the 2009 year of assessment, giving the current three-working-day rule.

The remaining subsections handle the mechanics and edge cases:

• Subsection (2): if the CGWT payable exceeds the amount the depositary holds, the depositary pays the full amount it holds to the Commissioner. (The depositary is never asked to fund tax out of its own pocket beyond what it holds — its liability under 22C is capped at the money in hand; but see Section 22H for the penalty consequences of failing to withhold what it could have.)
• Subsection (3): on withholding, the depositary must give the payee a certificate in a Commissioner-approved form showing the depositary's name and address, the payee's name and address, particulars of the property sold, and the amount withheld. This certificate is the seller's proof for claiming the Section 22J credit.
• Subsection (4): where two or more depositaries hold parts of the price for one sale, they are severally liable up to the amount each holds, and payment by one absolves the others pro tanto.
• Subsections (5) and (6): the depositary need not withhold if, before paying the seller, it (or the seller) applies for and obtains a clearance certificate from the Commissioner — issued where the Commissioner is satisfied either that no CGT (or less CGT than the withholding) is likely to be payable, or that adequate arrangements have been made for payment. The certificate may be issued on terms (e.g. furnishing an interim return). The constitutional pedigree of this clearance mechanism is noted in the source against Law Society of Zimbabwe & Mollat v Minister of Finance (99-SC-092).
• Subsection (7): where the amount held is an instalment in a sale by instalments, the CGWT is calculated as if the instalment were the full price — linking to the suspensive-sale treatment in Suspensive Sales.

Section 22D — agents to withhold tax not withheld by depositaries (the second tier)

Section 22D catches the situation where the money has slipped past the depositary tier. Where (a) an agent, on behalf of a payee, receives from a depositary an amount representing the whole or part of the price of a specified asset, and (b) CGWT was not withheld under Section 22C and no clearance certificate issued, the agent shall withhold the CGWT and pay it to the Commissioner no later than the 3rd working day after receiving the amount (same shortening history as 22C). The agent must likewise issue a certificate to the payee (subsection (2)).

The "deeming" rules in subsections (3) and (4) are important and frequently tested:

• Subsection (3): a person is deemed to be the agent of a payee (and to have received the amount for them) if that person's address appears as the payee's address in the depositary's records and the cheque/draft/warrant is delivered at that address. This stops a seller from inserting an address-holding intermediary to dodge withholding.
• Subsection (4): where a trust receives the amount, a trustee is deemed to be an agent and the beneficiary is deemed to be the payee — pulling trust structures into the cascade.
• Subsection (5): any person deemed an agent has all the powers, duties and responsibilities of an agent of a taxpayer under Section 58 of the Taxes Act (imported via Section 24 of the CGT Act — see CGT Returns and Assessments).
• Subsections (6)–(9) replicate the Section 22C rules on several agents (joint and several, pro tanto), the clearance-certificate escape, and the instalment computation.

Section 22E — payee to pay tax not withheld by depositary or agent (the longstop)

Section 22E is the backstop that makes the duty inescapable. Where a payee receives an amount representing the price of a specified asset and CGWT was withheld neither under Section 22C nor under Section 22D, and no clearance certificate issued, the payee itself shall pay the CGWT to the Commissioner no later than the 3rd working day after receipt — i.e. the seller must self-withhold. The same clearance-certificate escape (subsections (2)–(3)) and instalment rule (subsection (4)) apply. The cascade therefore guarantees that somebody always accounts for the tax: depositary first, agent second, payee last.

Section 22F — exemptions from withholding

Section 22F provides that, notwithstanding Sections 22C, 22D and 22E, CGWT:

• (a) need not be withheld or paid where the amount is exempt from capital gains tax under Section 10 of the CGT Act (the exemptions you will study in Capital Gains Tax Exemptions — e.g. transfers between spouses, the principal-private-residence and over-55 reliefs); and
• (b) shall not be withheld on the sale of marketable securities by a unit trust registered as an internal scheme under the Collective Investment Schemes Act [Chapter 24:19] or as an asset manager under the Asset Management Act [Chapter 24:26], but shall be withheld on the redemption of any unit by an investor (substituted by Act 8 of 2005 w.e.f. 1 January 2006). The withholding point for collective investments is therefore the investor's redemption, not the fund's internal trading.

Section 22FA — registration of depositaries

Section 22FA (inserted by the Finance (No. 2) Act 21 of 1999 from 1 January 2000) requires every person who acts as a depositary in the ordinary course of business to apply to the Commissioner for a registration certificate within 30 days of commencing that business (or, for pre-existing businesses, within 30 days of the commencement of the 1999 Act). The application is in writing with identity/place/nature-of-business information; the Commissioner then promptly issues the certificate. Critically, subsection (4) makes contravention a criminal offence, punishable by a fine not exceeding level three or imprisonment not exceeding one month or both (the penalty was aligned by the Criminal Penalties Amendment Act 22 of 2001). Registration as a depositary is therefore mandatory and enforced by criminal sanction, not merely civil penalty.

Section 22G — depositaries to furnish returns

Section 22G (substituted by the Finance Act 22 of 1999 w.e.f. 7 July 1999) requires every conveyancer, legal practitioner, estate agent, stockbroker, financial institution and other person performing depositary functions in the ordinary course of business to submit, on or before the last day of every month (or at intervals the Commissioner permits), a prescribed statement giving particulars of (a) all sales of specified assets concluded or negotiated on behalf of others and (b) all CGWT withheld under Section 22C during the preceding month. The return must be accompanied by the tax (subsection (2)). Depositaries other than those in subsection (1) accompany their payment with a prescribed return (subsection (3)). Subsection (4) allows joint returns for partnerships/associations and permits an employer to file for an employee, each being a sufficient discharge.

Section 22H — penalty for non-payment (the enforcement teeth)

Section 22H(1) is the sanction that gives the whole scheme bite. A depositary or an agent who fails to withhold or to pay the CGWT as required by Sections 22C or 22D is personally liable to pay the Commissioner, by the date payment should have been made, both (a) the amount of CGWT that should have been withheld and (b) a further amount equal to 15% of that CGWT — a flat 15% penalty. By subsection (2), the Commissioner may waive the whole or part of the 15% if satisfied that the failure was not due to any intent to evade. There is no equivalent waiver of the underlying tax: the intermediary that fails to withhold becomes the debtor for the tax itself. This is the provision that converts the depositary's "administrative duty" into genuine personal exposure.

Section 22I — refund of overpayments

Section 22I(1) requires the Commissioner to refund any CGWT charged in excess of the amount properly chargeable, provided the claim is made within 6 years of the date the tax was paid. Subsection (2) (inserted by Act 18 of 2004) requires the Commissioner to pay interest (at a rate fixed by the Minister by statutory instrument) on any overpaid CGWT not refunded within 60 days of the claim or the completion of assessment, whichever is later — unless the overpayment was the taxpayer's fault. The current interest instrument is SI 211/2022 (w.e.f. 1 December 2022; previously SI 33/2009).

Section 22J — credit where tax has been withheld

Section 22J is the provision that confirms CGWT is an advance, not an extra tax. If a person to whom a capital gain accrued proves to the Commissioner's satisfaction that CGWT has been paid on that gain, the CGWT is allowed as a credit against the capital gains tax chargeable under the Act, and any excess is refunded. The seller's certificate from the depositary or agent (Sections 22C(3) / 22D(2)) is the evidence for this credit. The two exceptions are the final taxes: where the withholding is expressly a final tax (the 1% on listed securities under Finance Act Section 39(a)), there is no further assessment and the credit/refund question does not arise in the same way.

Sections 22K and 22L — transitional and suspension

Section 22K disapplies Part IIIA to sales concluded before 1 January 1999 (even if the depositary pays out later), while validating any CGWT actually paid on such sales. The source annotation records that Section 36 in Part IV of the Finance Act 29 of 1998 was, before its amendment, held ultra vires Section 16 of the Constitution between 1 January and 7 July 1999 in Law Society of Zimbabwe & Mollat (99-SC-092).

Section 22L is the suspension switch for marketable securities. It provides that, notwithstanding Sections 22A to 22H, Part IIIA is suspended in respect of (a) the charging and collecting of CGWT on the sale of marketable securities and (b) the submission of returns by depositaries holding the price of marketable securities, until a date the Minister specifies by Gazette notice. The suspension was lifted with effect from 17 October 2005 by SI 188/2005 (gazetted 16 September 2005). The practical consequence today is that depositary withholding on shares does operate, channelled through brokers and financial institutions, while collective-investment trading is governed by the Section 22F(b) redemption rule.

Sections 30A and 30B — transfer-gating and piercing nominee structures

Two provisions outside Part IIIA complete the intermediary architecture:

• Section 30A (inserted by Act 15 of 2002, w.e.f. 1 January 2003; subsection (2) added by Act 1 of 2014) provides that no registration of the acquisition of a specified asset on which CGT has not been withheld under Part IIIA may be executed, attested or registered by (a) the Registrar of Deeds under the Deeds Registries Act [Chapter 20:05] or (b) the person responsible for registering share transfers of a company under the Companies and Other Business Entities Act [Chapter 24:31], unless a certificate issued by ZIMRA stating that any CGT payable has been paid is produced. Subsection (2) extends the same gate to cessions of land-development stands and the registration of condominium sectional titles. The Registrar and the share-transfer official are thus the final intermediaries: they cannot complete the legal transfer of title until the tax is proved paid. The corollary, from Sabeta M (12-HH-079), is that once the tax is paid, ZIMRA must issue the certificate.
• Section 30B (inserted by the Finance Act 13 of 2023, w.e.f. 1 January 2024) is a special CGT on entities acquiring mining title or any interest therein, expressly designed to reach nominees and beneficial owners behind offshore transfers of Zimbabwean mining title. It defines "beneficial owner", "controller", "entity", "mining law", "mining right" and "mining title" broadly, treating a person as exerting a "significant or preponderant voice" if their decision is binding, they can veto, or they control 25% or more of the votes. Its purpose is to tax the indirect or offshore transfer of Zimbabwean mining rights — to stop a seller wrapping a Zimbabwean mining asset in a foreign holding company and selling the company abroad without paying Zimbabwean CGT. The source records that the Chamber of Mines is challenging the section as extraterritorial and retrospective.

Finance Act Section 39 — the rates the intermediary applies

The intermediary needs a number to withhold. Section 39 of the Finance Act [Chapter 23:04] fixes the CGWT rates:

• (a) sale of a listed marketable security: 1% of the sale price, and that amount is the final tax (reduced from 2% by the Finance Act 7 of 2024 w.e.f. 28 December 2024; there was a temporary 2% final-tax window in mid-2024 under SI 110/2024).
• (b) sale of immovable property acquired after 22 February 2019: 15% of the price provisionally withheld, subject to a final assessment at 20% of the capital gain (CGT Act). Note the internal discrepancy in the source, flagged below.
• (d) sale of a marketable security other than a listed security (i.e. an unlisted/non-(c) security): 5% of the price.

The relationship between these withholding rates and the final CGT rates (Finance Act Section 38: 5% of the gross capital amount for assets acquired before 22 February 2019, 20% of the capital gain for assets acquired after that date) is the subject of the next lesson, Capital Gains Withholding Tax. The threshold date — confirmed again from the source — is 22 February 2019 (set by the Finance Act 7 of 2021, backdated), not 1 February 2009.

The cascade as a "follow-the-money" rule

The clearest way to understand Sections 22C–22E is as a single rule applied at successive points along the path the money travels. Picture the sale proceeds flowing from buyer to seller. The law asks, at each set of hands the money passes through: "Are you a depositary holding this for the seller? Then withhold (22C)." If the money reaches an agent without having been withheld, the law asks the agent the same question (22D). If it reaches the seller (payee) still unwithheld, the seller must pay it themselves (22E). The duty is a relay baton: it is handed down the chain and only extinguished when someone remits the tax (or a clearance certificate is produced).

This design has an elegant consequence. The earlier an intermediary in the chain withholds, the less risk everyone downstream carries. A conveyancer who withholds promptly under 22C discharges the obligation for the whole transaction; the agent and the seller need do nothing. Conversely, the further down the chain the failure travels, the more parties become exposed — and at the very end the seller cannot escape, because 22E makes them the withholder of last resort. The cascade is not three separate taxes; it is one obligation with three guardians.

Why "depositary" is defined by function, not by profession

A subtle but important point: the statute does not say "all conveyancers are depositaries." It says a conveyancer (etc.) who holds the price and is required to pay it to the seller is a depositary in respect of that transaction. The status is transactional and functional. A legal practitioner who merely drafts the agreement but never touches the money is not a depositary for that sale. A bank that simply processes a payment instruction in the ordinary course of banking is not thereby a depositary — but a financial institution holding the price of a marketable security on behalf of a party is. This is why Section 22A repeatedly uses the formula "holds the whole or any part of the price … and is required … to pay … to the seller." The test is: do you control the seller's money on its way through?

The clearance certificate: the lawful way to release funds without withholding

The clearance-certificate mechanism (Sections 22C(5)–(6), 22D(7)–(8), 22E(2)–(3)) is the pressure-release valve. Without it, a depositary would have to withhold even where the seller plainly owes no CGT (for example, because the gain is exempt, or because the asset was acquired at a higher price than it sold for, so there is a loss). The clearance certificate lets the seller or the depositary go to the Commissioner before payout, demonstrate that little or no CGT will arise (or that adequate payment arrangements exist), and obtain authority to pay the seller in full. It is the seller's route to avoid having cash needlessly locked up pending a later refund under Section 22J. Practically, conveyancers routinely apply for clearance certificates as part of conveyancing, and the certificate often comes with conditions (such as filing an interim CGT return). The certificate is a decision of the Commissioner; the constitutional validity of conditioning fund release on it was litigated in Law Society of Zimbabwe & Mollat.

The transfer gate: Section 30A as the system's keystone

The cascade collects the money; Section 30A makes collection unavoidable by tying it to the one thing the seller and buyer cannot do without — registration of title. A buyer of land does not truly own it until the Registrar of Deeds registers the transfer; a buyer of shares is not the legal holder until the company's share-transfer official records the transfer. Section 30A bars both registrations unless a ZIMRA certificate confirming CGT has been paid is produced. This converts the registrar and the share registrar into the final intermediaries of the system. No matter how the parties structure the sale, the deal cannot be legally completed until the State is satisfied. And because Sabeta M holds that ZIMRA must issue the certificate once tax is paid, the gate cuts both ways: it compels payment but cannot be used to obstruct a compliant taxpayer.

Piercing the structure: Section 30B and the nominee problem

The intermediary system described so far assumes a reasonably transparent sale of a Zimbabwean asset by an identifiable seller through an identifiable depositary. Sophisticated taxpayers — particularly in the mining sector — learned to defeat this by holding the Zimbabwean asset (a mining title) through a chain of offshore companies and then selling the offshore company rather than the Zimbabwean title. No Zimbabwean depositary touches the money; no Zimbabwean registrar is asked to register a transfer; the cascade and the gate are both bypassed. Section 30B is the legislative response: by defining "beneficial owner", "controller" and "entity" to reach the persons and structures behind the formal title — including nominees holding on behalf of a beneficial owner and offshore entities controlling 25%+ of the votes — it brings the indirect transfer of mining rights within a special CGT. It is, in effect, an anti-intermediary-abuse provision: where the ordinary intermediary chain has been engineered out of the transaction, Section 30B reaches through to the real owner.

Individuals — the homeowner selling through a conveyancer

Scenario. Tendai sells her Harare house for USD 120,000. She bought it after 22 February 2019 for USD 90,000 and has USD 5,000 of allowable selling and improvement costs. The sale runs through Moyo & Partners, the conveyancers, whose trust account receives the buyer's USD 120,000.

Moyo & Partners is a depositary under Section 22A(a) (it holds the price of immovable property and must pay Tendai). Under Section 22C it must withhold CGWT and remit within 3 working days. Using the immovable-property provisional withholding (see the VERIFY flag — the source's USD subparagraph points to a 5%-of-gain provisional figure subject to a final 20%):

Sale price USD 120,000
Less: cost of acquisition USD 90,000
Less: selling/improvement costs USD 5,000
 -----------
Capital gain (final base) USD 25,000
Final CGT @ 20% (acquired post-2019) USD 5,000

The conveyancer withholds the provisional CGWT, issues Tendai a Section 22C(3) certificate, and remits to ZIMRA. Tendai files her CGT 1 return; the withholding is credited under Section 22J against her USD 5,000 final liability, and any over-withholding is refunded. Crucially, the Registrar of Deeds will not register the transfer to the buyer until ZIMRA's Section 30A certificate is produced — so even a private buyer who tried to pay Tendai directly would find the house could not be transferred without the tax being settled. If Tendai's gain had instead been exempt (for example under the principal-private-residence relief in Section 10, studied in CGT on Property Sales), Section 22F(a) would excuse withholding entirely, and the conveyancer would apply for a clearance certificate to release her funds in full.

Individuals — the investor selling shares through a broker

Scenario. Rumbi sells ZSE-listed shares for USD 40,000 through her stockbroker. The broker is a depositary under Section 22A(d). Because the suspension in Section 22L was lifted (SI 188/2005), depositary withholding on marketable securities operates. The broker withholds 1% of the price = USD 400 under Finance Act Section 39(a), and that is the final tax — Rumbi has no further CGT to pay and (per the final-tax character) no Section 22J reconciliation. If, instead, Rumbi sold unlisted shares for USD 40,000, the broker or financial institution would withhold 5% = USD 2,000 as a provisional amount under Section 39(d), which Rumbi would reconcile on her CGT 1 against the 20%-of-gain final liability (post-2019 acquisition) and claim any refund under Section 22J. Had she sold VFEX-listed securities, recall from CGT on Shares and Securities that those are fully exempt (Act 8 of 2020), so Section 22F(a) would bar withholding.

SMEs and partnerships — the estate agency as depositary, and the trust trap

Scenario. Skyline Estates, an estate agency, regularly holds buyers' deposits and balances in its trust account on property sales. Each such holding makes it a depositary. Skyline must therefore: register under Section 22FA within 30 days of starting that business (failure is a criminal offence under 22FA(4)); withhold under Section 22C on every qualifying sale; file monthly returns with the tax under Section 22G; and issue certificates to sellers. If Skyline pays a seller's proceeds out in full without withholding and without a clearance certificate, Section 22H makes the firm personally liable for the tax plus a 15% penalty — a direct hit to the firm's own funds, waivable only if there was no intent to evade. The same applies to a conveyancing partnership, which may use the joint return facility in Section 22G(4)(a).

The trust trap in Section 22D(4) catches SMEs structured through family or business trusts. Where a trust receives sale proceeds, the trustee is deemed an agent and the beneficiary the payee, so the trustee must withhold under Section 22D if the depositary did not. A small business that routes a property sale through its trust cannot use the trust to break the chain.

Large corporates and multinationals — clearance planning and the Section 30B reach

Scenario A — clearance planning. A large corporate selling a portfolio of commercial properties will typically apply for clearance certificates under Section 22C(5) on each disposal where it can demonstrate the final CGT will be lower than the provisional withholding (for example, where indexation/allowable deductions substantially reduce the gain). This avoids large amounts of working capital being locked up in provisional withholdings pending refund. The clearance route is a legitimate cash-flow management tool, not avoidance.

Scenario B — the mining multinational and Section 30B. A foreign mining group holds a Zimbabwean special grant through a Mauritius holding company and proposes to sell the Mauritius company to another offshore buyer. Pre-2024, the group would argue that no Zimbabwean depositary held the price and no Zimbabwean registrar registered a transfer, so Part IIIA and Section 30A did not bite. Section 30B (w.e.f. 1 January 2024) now reaches this indirect transfer: the "mining title" includes "a share, stake, right or interest in any mining title", and the beneficial-owner/controller definitions pierce the offshore chain (25%+ votes, binding decision, or veto). The transaction is drawn into a special Zimbabwean CGT despite being executed abroad. As the source notes, the Chamber of Mines is challenging this as extraterritorial and retrospective — so advisers must treat the precise reach of Section 30B as live and contested and watch for the litigation outcome.

Law Society of Zimbabwe and Mollat P.M. v Minister of Finance (with the Attorney-General intervening), 99-SC-092 (Supreme Court). This is the foundational case for the intermediary regime. It concerned the constitutionality of the original capital-gains withholding provisions and the clearance-certificate/fund-release machinery. The source annotates it against Sections 22C, 22D, 22E, 22I and 22K. Its enduring significance is twofold: it confirms that the State may lawfully conscript intermediaries (legal practitioners and others) to collect tax and condition the release of a client's funds on a clearance certificate, while also showing the constitutional limits — Section 36 of the Finance Act 29 of 1998 was held ultra vires Section 16 of the Constitution (property protection) for the period before it was properly amended (1 January–7 July 1999). The case teaches that the withholding architecture is constitutionally permissible when properly enacted, but that defective enactment of a money-extraction provision can be struck down.

Sabeta M v Commissioner-General, ZIMRA, 12-HH-079 (High Court). Annotated against Section 22B, this case establishes that once the capital gains tax has been paid, ZIMRA is not permitted to refuse to assess and issue the CGT (transfer) certificate. It is the taxpayer-protective complement to Section 30A: the transfer gate may be used to compel payment, but not to obstruct a taxpayer who has paid. For intermediaries, it confirms that a depositary or seller who has properly remitted is entitled to demand the certificate that unlocks registration of transfer.

Sommer Ranching (Pvt) Ltd v Commissioner of Taxes, 99-SC-065 (Supreme Court). Although primarily a returns-and-appeals authority (see CGT Returns and Assessments and How to Object and Appeal a CGT Assessment), it is relevant here because the CGT Act imports the Taxes Act machinery mutatis mutandis (Sections 23 and 24), including the agent provisions (Section 58 of the Taxes Act) that Section 22D(5) invokes. It illustrates how the income-tax administrative apparatus is read across to give the CGT intermediary duties their procedural content.

A note on the limits of the case law. Reported Zimbabwean litigation on the fine detail of the depositary–agent–payee cascade is sparse — the obligations are administrative and most disputes settle or never reach a reported judgment. Where this lesson states a proposition about the operation of Sections 22C–22L for which there is no on-point reported case, it rests on the statutory text itself rather than on case authority, consistent with the grounding rules of this course. The Section 30B nominee provisions are too new (2024) to have generated reported appellate authority; the Chamber of Mines challenge noted in the source is the matter to watch.

1. Treating CGWT as a final tax when it is provisional. Except for the 1% on listed securities (expressly final under Finance Act Section 39(a)), the withholding is an advance credited under Section 22J. Sellers who treat a 5%-on-price or immovable-property withholding as "the CGT done" may overpay (and forfeit a refund by not filing) or underpay (where 20%-of-gain exceeds the provisional amount). Always reconcile on the CGT 1.

2. A depositary paying out the full proceeds "to be helpful." A conveyancer or agent who releases the seller's entire balance without withholding and without a clearance certificate becomes personally liable for the tax plus the 15% Section 22H penalty. The intermediary cannot recover this from the seller by self-help once the money is gone. The correct course is withhold first, or obtain clearance first.

3. Forgetting to register as a depositary. Section 22FA registration within 30 days is mandatory and its breach is a criminal offence (22FA(4)), not a mere civil default. New estate agencies, conveyancing practices and brokerages routinely overlook this.

4. Missing the 3-working-day remittance deadline. The window is 3 working days, far shorter than the monthly cycles practitioners associate with PAYE or VAT. Late remittance exposes the intermediary to the 15% penalty. The monthly Section 22G return is a separate obligation from the per-transaction 3-day remittance — confusing the two leads to late payments even where returns are filed.

5. Assuming marketable-security withholding is still suspended. Section 22L's suspension was lifted on 17 October 2005 (SI 188/2005). Withholding on share sales does operate. Relying on outdated notes that say "Part IIIA is suspended for securities" is a real-world error.

6. Ignoring the Section 22F unit-trust rule. For collective investments, withholding is excused on the fund's internal trading but applies on the investor's redemption. Fund administrators sometimes withhold at the wrong point.

7. Believing an offshore share sale of a Zimbabwean mining asset is outside Zimbabwean CGT. Since 1 January 2024, Section 30B reaches indirect/offshore transfers of mining title through the beneficial-owner/controller definitions. Advisers relying on pre-2024 structuring are exposed (subject to the pending Chamber of Mines challenge).

8. Trying to use a trust or an address-holder to break the chain. Sections 22D(3) (deemed agent by address) and 22D(4) (deemed agent trustee) close these gaps; the duty simply relocates and never disappears (22E backstop).

9. Confusing the clearance certificate (Sections 22C(5)/22D(7)/22E(2)) with the transfer certificate (Section 30A). The clearance certificate authorises release of funds without withholding; the transfer certificate confirms CGT has been paid so registration can proceed. They serve different stages and are obtained for different reasons.

Work through the questions one at a time. Choose an answer and it is graded immediately, with an explanation and the provision it comes from. Your progress is saved, so you can stop and resume.

• Part IIIA (Sections 22A–22L) of the CGT Act [Chapter 23:01] collects capital gains tax through intermediaries who hold the sale proceeds — a deliberate "collect-at-source" design that mirrors the income-tax withholding philosophy in Withholding Taxes — Residents and Non-Residents.
• A "depositary" (Section 22A) is defined functionally: conveyancers, legal practitioners, estate agents, building societies, the Sheriff/Master, stockbrokers, financial institutions, and the IP/mining registrars — but only when they hold the price and must pay the seller. The definition tracks the three limbs of "specified asset".
• The duty operates as a three-tier cascade: depositary (Section 22C) → agent (Section 22D) → payee (Section 22E), each withholding and remitting within 3 working days, so the obligation is intercepted as early as possible and never disappears.
• Rates (Finance Act Section 39): 1% of price on listed securities (final); 5% of price on unlisted/other securities (provisional); immovable property acquired post-22 Feb 2019 withheld provisionally, final at 20% of the gain — with a flagged source inconsistency on the immovable provisional rate (15% of price vs 5% of gain).
• The withholding is an advance, not an extra tax: it is credited under Section 22J against the final CGT (Section 38: 5% of gross pre-22 Feb 2019 / 20% of gain post), with excess refunded; over-withholding is refundable under Section 22I (6-year claim; 60-day interest, SI 211/2022).
• Enforcement teeth: failure to withhold/remit makes the depositary or agent personally liable for the tax + a 15% penalty (Section 22H), waivable (penalty only) for no intent to evade; depositaries must register within 30 days (Section 22FA — criminal offence to fail) and file monthly returns with the tax (Section 22G).
• The transfer gate (Section 30A) is the keystone: neither the Registrar of Deeds nor a company's share-transfer official may register the acquisition without a ZIMRA certificate that CGT has been paid — but, per Sabeta M (12-HH-079), once paid, ZIMRA must issue it.
• Carve-outs: no withholding where the gain is exempt under Section 10 (Section 22F(a)); unit-trust trading excused except on investor redemption (Section 22F(b)); Section 22L suspended securities withholding only until 17 Oct 2005 (SI 188/2005) — it now operates.
• Anti-abuse extension (Section 30B, w.e.f. 1 Jan 2024): a special CGT reaching nominees and beneficial owners behind offshore/indirect transfers of Zimbabwean mining title (25%+ control tests) — currently challenged by the Chamber of Mines.
• Big picture: Zimbabwe's CGT is collected less by chasing sellers than by deputising the professionals and registrars who stand between buyer and seller. The intermediary is simultaneously the State's collection point, audit point, and enforcement point — which is why these duties carry personal and criminal exposure rather than mere administrative inconvenience.

Table 1 — The intermediary cascade at a glance

Table 2 — Two certificates compared

Table 3 — CGWT rates the intermediary applies (Finance Act Section 39) vs final CGT (Section 38)

Diagram — Determining who must account for CGWT on a sale of a specified asset

flowchart TD
 A[Sale or transfer of a specified asset] --> B{Is the gain exempt under Section 10?}
 B -->|Yes| C[No withholding - Section 22F a; obtain clearance to release funds]
 B -->|No| D{Has a clearance certificate been issued?}
 D -->|Yes| E[Pay seller in full; reconcile final CGT on CGT 1]
 D -->|No| F{Is a depositary holding the price?}
 F -->|Yes| G[Depositary withholds and remits in 3 working days - Section 22C; issue certificate]
 F -->|No| H{Does an agent receive the proceeds for the payee?}
 H -->|Yes| I[Agent withholds and remits in 3 working days - Section 22D]
 H -->|No| J[Payee pays the tax itself in 3 working days - Section 22E]
 G --> K{Registration of transfer needed?}
 I --> K
 J --> K
 E --> K
 K -->|Yes| L[Registrar or share-transfer official requires ZIMRA paid certificate - Section 30A]
 K -->|No| M[Credit withholding against final CGT - Section 22J; refund any excess]
 L --> M

Statutes & sections

• Capital Gains Tax Act [Chapter 23:01]
• Section 22A — interpretation of Part IIIA; defines "depositary" (paras (a)–(g)), "payee", "land developer", "cession of a stand", "condominium", "membership interest in a condominium", "stand", "local authority".
• Section 22B — charges the capital gains withholding tax, calculated per the Finance Act.
• Section 22C — depositaries to withhold; remit ≤ 3rd working day; certificate to payee; several liability; clearance-certificate escape; instalment rule.
• Section 22D — agents to withhold where the depositary did not; deemed agents (address, trustee); Section 58 Taxes Act powers.
• Section 22E — payee to pay where neither depositary nor agent withheld (longstop).
• Section 22F — exemptions: gains exempt under Section 10; unit trusts (withhold on investor redemption).
• Section 22FA — registration of depositaries within 30 days; contravention a criminal offence (level 3 / 1 month).
• Section 22G — monthly returns by depositaries, accompanied by the tax; joint/employer returns.
• Section 22H — 15% penalty and personal liability for failure to withhold/remit; waiver where no intent to evade.
• Section 22I — refund of overpayments (6-year claim; 60-day interest, SI 211/2022).
• Section 22J — credit of CGWT against final CGT; refund of excess.
• Section 22K — Part IIIA inapplicable to sales concluded before 1 January 1999.
• Section 22L — suspension of Part IIIA for marketable securities, lifted w.e.f. 17 October 2005 (SI 188/2005).
• Section 23 / Section 24 — import the Taxes Act returns/assessment and representative-taxpayer/agent machinery mutatis mutandis (incl. Section 58).
• Section 30A — no registration of transfer by Registrar of Deeds or share-transfer official without a ZIMRA CGT-paid certificate.
• Section 30B — special CGT on entities acquiring mining title; reaches nominees/beneficial owners/controllers (25%+ control); offshore/indirect transfers (Finance Act 13/2023, w.e.f. 1 Jan 2024).
• Finance Act [Chapter 23:04]
• Section 38 — rates of CGT: 5% of gross capital amount (asset acquired before 22 Feb 2019) / 20% of capital gain (after).
• Section 39 — rates of CGWT: 1% listed security (final); 5% other marketable security; immovable property post-22 Feb 2019 provisional (rate inconsistency flagged for verification).
• Income Tax Act (Taxes Act) [Chapter 23:06] — Section 58 (power to appoint an agent), applied via CGT Act Section 24, underpinning the deemed-agent duties in CGT Section 22D(5).

Case law

• Law Society of Zimbabwe and Mollat P.M. v Minister of Finance (AG intervening), 99-SC-092 — constitutionality of the withholding/clearance machinery; the pre-amendment 1998 provision held ultra vires Section 16 of the Constitution for 1 Jan–7 Jul 1999.
• Sabeta M v Commissioner-General, ZIMRA, 12-HH-079 — ZIMRA must assess and issue the CGT (transfer) certificate once the tax is paid; complements the Section 30A gate.
• Sommer Ranching (Pvt) Ltd v Commissioner of Taxes, 99-SC-065 — illustrates the mutatis mutandis read-across of the Taxes Act machinery (relevant to the Section 22D(5)/Section 58 agent provisions).

ZIMRA guidance

• Comprehensive Guide to Form CGT 1 — ZIMRA External Guide — the per-disposal CGT return on which withheld CGWT is reconciled and the Section 22J credit claimed.
• Comprehensive Guide to the Special CGT Return — ZIMRA External Guide — return for the Section 30B special CGT on mining-title transfers.

Subsidiary legislation

• SI 188/2005 — lifted the Section 22L suspension of securities withholding w.e.f. 17 October 2005.
• SI 211/2022 — current rate of interest on CGT/CGWT overpayments (Section 22I), w.e.f. 1 December 2022.
• SI 110/2024 — temporary substitution of the Section 39 securities/immovable rates for 6 months (28 June 2024), validated by the Finance Act 2024.