Zimbabwe's capital gains tax is not a general tax on every gain a person makes. It is a narrow, targeted charge that bites only when the asset disposed of falls within a closed statutory list — the "specified asset". Master that definition and you have mastered the gateway to the whole tax: if the thing sold is a specified asset, the CGT machinery engages; if it is not, the gain is outside the charge entirely (and may instead be income, or wholly untaxed). This lesson dissects the definition in Section 2 of the Capital Gains Tax Act [Chapter 23:01], clause by clause, and maps the precise boundary of the tax.

The definition has three limbs. A specified asset means (a) immovable property; (b) any marketable security; or (c) any right or title to property, tangible or intangible, that is registered or required to be registered in one of eight named intellectual-property and mining statutes. Each limb is deliberately drawn. Limb (a) catches land and everything permanently attached to it — houses, stands, commercial and industrial buildings, farms — taking the ordinary meaning of "immovable property" (the CGT Act supplies no special definition). Limb (b) catches paper claims on companies and the State — shares (listed or not), debentures, tradeable bonds, stock, unit-trust participation rights, and a private business corporation member's interest (because "share" is defined to include it). Limb (c), substituted by Finance Act 2 of 2017 (backdated to 1 January 2017), catches registrable rights under the Mines and Minerals Act, the Patents Act, the Trade Marks Act, the Industrial Designs Act, the Copyright and Neighbouring Rights Act, the Brands Act, the Geographical Indications Act, and the Integrated Circuit Layout-Designs Act — that is, registered mining title and registered intellectual property.

What is left out is as instructive as what is included. Ordinary movable property — a vehicle, plant and machinery, furniture, trading stock, livestock, unregistered know-how, a personal chattel, cash, and most rights that are not registrable in the eight named statutes — is not a specified asset, and a gain on its disposal is outside CGT. The boundary is therefore: land, paper claims on enterprises, and registered IP/mining rights are in; everything else is out. The practical consequence is that a great deal of business gain falls outside CGT — and where it is not a capital gain on a specified asset, the practitioner must ask whether it is instead income under the Income Tax Act [Chapter 23:06] (for example, a recoupment of capital allowances on machinery, or the profit of a trader).

Two structural features extend the reach of the definition without enlarging the list. First, deemed sales in Section 8(2): a specified asset disposed of otherwise than by sale (a gift, an in-specie distribution) is deemed sold at fair market price (Section 8(2)(b); R (Pvt) Ltd v ZIMRA 19-HH-792), and the maturity/redemption, court-execution, deed-of-sale-rights transfer, stand-rights cession, and condominium-interest relinquishment of a specified asset are each deemed sales (Section 8(2)(c)–(h)). These do not add new asset classes; they add new disposal events for the existing classes. Second, the special charge in Section 30B (inserted by Finance Act 13/2023, w.e.f. 1 January 2024) reaches the indirect transfer of Zimbabwean mining title by offshore entities — taxing the change of beneficial ownership of a mining right even where the transaction occurs abroad through foreign holding structures.

The definition also drives administration. Because the charge is asset-specific and transfer-based, Section 30A gates registration: the Registrar of Deeds may not register the transfer of land, and the share-transfer official may not register a company share transfer, unless ZIMRA issues a certificate confirming the CGT has been paid. The definition therefore does real work at the conveyancer's and company secretary's desk every day.

This lesson establishes the definition from first principles, walks each limb and its statutory anchors, draws the in/out boundary with worked Zimbabwean examples for individuals, SMEs and corporates, integrates the governing case law (R (Pvt) Ltd, Old Mutual, the loan-stock authorities, Sabeta M), catalogues the pitfalls ZIMRA audits, and closes with comparison tables and decision diagrams. It is the conceptual spine on which the asset-specific lessons (CGT on Shares and Securities, CGT on Property Sales, Disposal of Assets and Taxable Events) hang.

Every tax has a base — the thing it is levied on. Income tax is levied on a person's taxable income; value added tax on taxable supplies; and capital gains tax on the capital gain arising from the disposal of a specified asset. The phrase "specified asset" is the base-defining concept of the entire Capital Gains Tax Act. Before you ever reach a rate, a deduction, an exemption, or a return, you must answer one binary question: is the thing that was disposed of a specified asset? If yes, you are inside the Act and everything that follows applies. If no, the Act is silent and the gain — whatever its size — is simply not a capital gain for Zimbabwean tax purposes.

This is a fundamentally different design from a comprehensive capital gains tax of the kind some countries operate, where every asset (your car, your watch, your art, your foreign shares) is in principle within the net. Zimbabwe chose a schedular, list-based approach: it identified the specific stores of value whose appreciation it wished to tax — land, enterprise claims, and registered rights — and left the rest out. The policy logic is administrability and targeting: these are assets whose transfers are registered (in deeds registries, share registers, and IP/mining registries), so the tax can be collected at the point of registration and is hard to hide; and they are the assets in which large, lumpy private capital gains actually accumulate.

To define the foundational terms with no assumed knowledge:

"Asset" in this context means anything of value that a person owns and can dispose of. "Specified" means named in the statutory definition — only the listed classes count. "Immovable property" means land and the things permanently attached to it (buildings, fixtures) — property that cannot be moved, as distinct from movable property (things that can be carried or driven away). A "marketable security" is a paper claim on a company or the State — a share, debenture, bond, stock, or unit-trust right (covered fully in CGT on Shares and Securities). A "registrable right" in limb (c) is a legal right that the law requires or permits to be entered on a public register — a patent on the patents register, a trade mark on the trade marks register, a mining claim on the mining cadastre.

Understanding the definition matters enormously in practice because it is the first line of defence and the first line of attack in any CGT dispute. A taxpayer who can show the asset is not a specified asset defeats the assessment at the threshold. ZIMRA, conversely, audits hard at this boundary — particularly where taxpayers try to characterise a disposal of shares in a property-owning company as a sale of "mere shares" (it is still a specified asset), or try to move value through unregistered rights to dodge limb (c). The definition is examinable precisely because it forces a candidate to reason about the edge of the tax.

A.1 Where this lesson sits in the chapter

This lesson sharpens the definitional groundwork laid in Capital Gains Tax in Zimbabwe: Introduction, Purpose and Legal… and connects to Capital vs Revenue Receipts (the income/capital boundary that decides whether a non-specified-asset gain is instead income). It is the parent of the asset-specific lessons — CGT on Shares and Securities (limb (b) in depth), CGT on Property Sales (a sub-set of limb (a)), Disposal of Assets and Taxable Events (what counts as a disposal) — and it feeds Capital Gains Tax Exemptions, Allowable Deductions When Calculating CGT, How to Determine Capital Gains, and Capital Gains Withholding Tax.

B.1 The core definition — Section 2(1) of the CGT Act [Chapter 23:01]

The whole base of the tax is set by one definition in Section 2(1):

"specified asset" means— (a) immovable property; or (b) any marketable security; or (c) any right or title to property whether tangible or intangible that is registered or required to be registered in— (i) the Mines and Minerals Act [Chapter 21:05]; or (ii) the Patents Act [Chapter 26:03]; or (iii) the Trade Marks Act [Chapter 26:04]; or (iv) the Industrial Designs Act [Chapter 26:02]; or (v) the Copyright and Neighbouring Rights Act [Chapter 26:05]; or (vi) the Brands Act [Chapter 19:03]; or (vii) the Geographical Indications Act [Chapter 26:06]; or (viii) the Integrated Circuit Layout-Designs Act [Chapter 26:07];

Limb (c) was substituted by Finance Act 2 of 2017, gazetted 23 March 2017 and backdated to 1 January 2017. Before that substitution, limb (c) was narrower; the 2017 amendment broadened the registrable-rights limb to its present eight-statute list, sweeping in the full range of registered intellectual property alongside mining rights. This is a textbook old-versus-new point: prior to 1 January 2017 the registrable-rights limb did not reach the full IP suite; the Finance Act 2/2017 substitution extended the CGT base to capture, for example, the sale of a registered trade mark or a patent.

B.2 The supporting definitions — "marketable security", "share", "immovable property"

Limb (b) is filled out by the Section 2(1) definition of "marketable security": "(a) any bond capable of being sold in a share market or exchange; or (b) any (i) debenture, share or stock; or (ii) right possessed by reason of a person's participation in any unit trust; whether or not capable of being sold in a share market or exchange" — and "share" which "includes a member's interest in a private business corporation". Limb (b) is therefore very wide: it does not require listing or marketability and expressly includes the PBC member's interest (treated in detail in CGT on Shares and Securities).

Limb (a) — "immovable property" — is not defined in the CGT Act. It therefore bears its ordinary legal meaning: land and everything permanently annexed to it (buildings, fixtures, growing things attached to the soil), and the registrable real rights in such land under the Deeds Registries Act [Chapter 20:05]. By contrast, movable property (vehicles, equipment, stock, chattels) is not "immovable property" and so is not a specified asset under limb (a).

B.3 What the definition does NOT include

Nothing is a specified asset unless it falls within one of the three limbs. The following are therefore outside the CGT base:

• Movable property generally — motor vehicles, plant and machinery, furniture, equipment, livestock, trading stock, personal chattels, cash and currency.
• Unregistered intellectual property — know-how, trade secrets, goodwill as such, an unregistered mark — unless it is "required to be registered" in one of the eight statutes.
• Most contractual and personal rights that are neither immovable property, nor a marketable security, nor registrable in the eight named statutes.

A gain on disposal of any of these is outside CGT. The practitioner must then ask whether it is income under the Income Tax Act — for instance, the disposal of plant may trigger a recoupment of capital allowances (a revenue inclusion under ITA Section 8(1) paragraph (j)), and a trader's disposal of stock is ordinary income. The CGT-out / income-in analysis is developed in Capital vs Revenue Receipts.

B.4 Deemed sales — Section 8(2): extending the disposal events, not the asset list

The definition fixes the classes of asset; Section 8(2) fixes additional disposal events for those classes. None of these adds a new asset class — each presupposes that what changes hands is already a specified asset:

• 8(2)(b) — disposal of a specified asset otherwise than by way of sale is deemed a sale at fair market price at the time of disposal (catches gifts, donations, in-specie distributions of land, shares, or registered rights). Annotated with R (Pvt) Ltd v ZIMRA 19-HH-792. A proviso excludes a company's donation of immovable property to an approved employee housing trust.
• 8(2)(c) — expropriation of a specified asset is a deemed sale at the compensation amount (with a carve-out for persons listed in Schedule 1 to the Global Compensation Deed; substituted FA 13/2023 w.e.f. 1 January 2024).
• 8(2)(d) — a specified asset sold in execution of a court order is a deemed sale at the execution price.
• 8(2)(e) — maturity or redemption of a specified asset (paradigmatically a bond or redeemable security) is a deemed sale at the accruing amount.
• 8(2)(f) — transfer of a person's rights under a deed of sale in respect of the passing of ownership of the specified asset is a deemed sale of the asset for the amount received on the transfer.
• 8(2)(g) — transfer of a person's rights in a residential, commercial or industrial stand (serviced or not, title registered or not) is a deemed sale of a specified asset (inserted Act 1/2014).
• 8(2)(h) — relinquishment of a membership interest in a condominium is a deemed sale of a specified asset (inserted Act 1/2014).

Limbs (f)–(h) are important because they catch the paper-trading of property rights common in Zimbabwe's stand and condominium markets — a person who "sells" their rights to a stand before title is registered is deemed to have sold a specified asset.

B.5 The special charge on mining-title transfers — Section 30B

Section 30B (inserted by Finance Act 13/2023, w.e.f. 1 January 2024) imposes a special capital gains tax on the acquisition by an entity of a mining title or any interest therein, reaching indirect and offshore transfers. Its definitions are expansive: an "entity" includes individuals/companies/partnerships/trusts/syndicates/joint ventures domiciled outside Zimbabwe, locally incorporated subsidiaries of foreign holding companies, and Zimbabwean residents in certain cases; "mining title" includes "a share, stake, right or interest in any mining title"; and "beneficial owner" reaches a person who, through ownership of shares or assets in an entity, "is able to exert a significant or preponderant voice" (defined as binding decisions, veto power, or control of 25% or more of the votes). The effect is to tax the change of beneficial ownership of Zimbabwean mining rights even when effected through a sale of foreign holding-company shares abroad. The Act itself records (Editor's Note) that the Chamber of Mines is challenging the section as targeting foreigners on extraterritorial transactions. The mechanics and the Special CGT Return are treated in Capital Gains Withholding Tax / CGT Returns and Assessments; for this lesson, the point is conceptual: limb (c) mining title is so central to the base that it has its own anti-avoidance charge for indirect transfers.

B.6 The definition at work in administration — Section 30A

Because the base is asset- and transfer-specific, Section 30A makes the definition operational at registration: no registration of the acquisition of a specified asset may be executed, attested or registered by the Registrar of Deeds (for land) or by the share-transfer official (for company shares) unless a ZIMRA certificate confirming payment of any CGT due is submitted (Section 30A(1)). Section 30A(2) extends the same gate to ceded land-scheme stands and condominium membership interests. The definition therefore does daily work: a conveyancer cannot pass transfer of land, and a company cannot register a share transfer, without clearing CGT first — the enforcement counterpart to Enforcement and Recovery of CGT by ZIMRA.

C.1 Limb (a) — immovable property

This is the largest revenue source. It covers residential, commercial, agricultural and industrial land and buildings, stands (serviced or unserviced, titled or untitled — reinforced by the Section 8(2)(g) deemed sale), sectional-title units and condominium interests (Section 8(2)(h)), and the registrable real rights in such land. Because "immovable property" is undefined, the ordinary law of property governs the movable/immovable line: a thing permanently affixed to land (a building, a fixed structure) is immovable; a thing merely resting on it or removable without damage is movable. A principal private residence is immovable property and therefore a specified asset, but enjoys special relief under Section 21 (see CGT on Property Sales).

A recurring conceptual trap is the property-owning company. If a person sells the land, that is a limb (a) disposal. If, instead, the person sells the shares in the company that owns the land, that is a limb (b) disposal — still a specified asset, still within CGT. The form (land or shares) changes which limb applies, but not whether the gain is taxed. The CGT Act reinforces this with the Section 11(2)(b) look-through: improvements to property owned by a company are deemed expenditure on the shares when the shares are sold. You cannot escape CGT by wrapping land in a company and selling the wrapper.

C.1.1 The movable/immovable line — fixtures and the common law

Because the CGT Act does not define "immovable property", the common law of property draws the line between what is within limb (a) and what is mere movable property outside the charge. The classical test asks three questions about a thing attached to land: (i) the nature and degree of annexation (is it firmly affixed, or merely resting under its own weight?); (ii) the purpose of annexation (was it attached to improve the land permanently, or only to be used and later removed?); and (iii) the intention of the person annexing it (objectively assessed). A building, a fixed boundary wall, an installed lift, and plumbing become part of the immovable property — and so are within the CGT base when the land is sold. By contrast, a portable generator wheeled onto a site, removable shelving, or machinery bolted on only for convenient use and intended to be taken away remain movable and fall outside limb (a).

The practical importance is at the boundary of a factory or farm sale: the land and buildings are immovable (limb (a), CGT); the plant and machinery inside, if removable, are movable (outside CGT, but exposed to an income-tax recoupment of capital allowances). A single composite sale agreement must therefore be apportioned between the immovable component (CGT) and the movable component (income tax / outside CGT) — an apportionment ZIMRA scrutinises closely, because taxpayers have an incentive to load value onto whichever component carries the lighter charge.

C.2 Limb (b) — marketable securities

Limb (b) captures the second great store of wealth — claims on enterprises and the State. As established in CGT on Shares and Securities, it reaches listed and unlisted shares, debentures, tradeable bonds, stock, unit-trust participations, and PBC members' interests, "whether or not capable of being sold on an exchange". The only securities effectively outside the economic charge are those carved out by exemption (notably VFEX-listed securities under Section 10(r), and final-withholding listed securities under Section 10(n)) — but note that an exemption operates within the Act on an asset that is a specified asset; it does not make the asset "non-specified". The distinction matters for returns and clearance.

C.3 Limb (c) — registered IP and mining rights

Limb (c) is the narrowest and most technical. It catches a right or title to property — tangible or intangible — that is registered or required to be registered in one of eight statutes: the Mines and Minerals Act, Patents Act, Trade Marks Act, Industrial Designs Act, Copyright and Neighbouring Rights Act, Brands Act, Geographical Indications Act, and Integrated Circuit Layout-Designs Act. The decisive feature is registrability: an unregistered mark, an unregistered design, or pure know-how is not within limb (c). A registered patent sold for a gain is a specified asset; the unregistered trade secret behind it is not. Mining title — claims, blocks of claims, mining leases, special grants, and (per the Section 30B definition) shares/interests in such titles — is the commercially dominant member of limb (c), which is why it attracts the dedicated Section 30B indirect-transfer charge.

Two interpretive subtleties repay attention. First, the words "or required to be registered" mean that a right that the law obliges to be registered is within limb (c) even if the holder has failed to register it — a person cannot push an otherwise-registrable mining right or design outside the CGT base simply by neglecting registration. Second, the phrase "tangible or intangible" makes clear that limb (c) is not confined to paper certificates: it reaches the underlying right (the right to mine, the monopoly conferred by a patent) however it is evidenced. The combined effect is that limb (c) is broader than a literal "registered-certificate" reading would suggest, while still excluding genuinely unregistrable intangibles such as commercial goodwill and undisclosed know-how.

C.3.1 Section 30B — the indirect-transfer charge on mining title in depth

Limb (c) mining title is so economically significant that the legislature built a dedicated anti-avoidance charge around it. The mischief Section 30B addresses is straightforward: a foreign investor who holds a Zimbabwean mining claim or lease through an offshore holding company could, before 2024, sell the shares in the offshore company to another foreigner — an entirely extraterritorial transaction — and thereby transfer the economic ownership of the Zimbabwean mineral right while arguing that no Zimbabwean specified asset had changed hands. Section 30B closes that gap by taxing the acquisition of a mining title or any interest therein by an "entity", with three expansive definitions doing the work:

• "entity" reaches individuals, companies, partnerships, trusts, syndicates and joint ventures domiciled outside Zimbabwe, locally incorporated subsidiaries of foreign holding companies, and even Zimbabwean-resident individuals and locally formed bodies in defined cases — a deliberately wide net so that the charge does not turn on the formal nationality of the immediate transferee;
• "mining title" is defined to include "a share, stake, right or interest in any mining title" — this is the operative phrase that pulls indirect holdings (shares in the company that owns the claim) into the same charge as the claim itself; it excludes a mere hypothecation or option until the security is enforced or the option exercised; and
• "beneficial owner"/"controller" reach a person who, through ownership of shares or assets in an entity, can "exert a significant or preponderant voice" in its affairs — defined to include the power to make binding decisions, to veto the governing body, or to control 25% or more of the votes.

The combined architecture means a change in the beneficial ownership of a Zimbabwean mining right — even one effected by a share sale completed abroad between two foreign parties — is brought to charge. The Act itself records (Editor's Note) that the Chamber of Mines is seeking the section's reversal on the basis that it taxes foreigners retrospectively on extraterritorial transactions and renders concluded deals liable. For the definitional lesson the point is conceptual but vital: limb (c) is not a quiet technical corner — it carries the most aggressive reach of the entire CGT base, and a practitioner advising on any mining-sector M&A must screen for Section 30B before assuming an offshore deal is outside Zimbabwe's net. The mechanics, the Special CGT Return, and the 20% rate on such transfers are developed in Capital Gains Withholding Tax and CGT Returns and Assessments.

C.4 The decision procedure

To classify any disposal:

1. Is it land or a real right in land? → limb (a), specified asset.
2. Is it a share/debenture/bond/stock/unit-trust right/PBC interest? → limb (b), specified asset.
3. Is it a right registered or required to be registered in one of the eight statutes (mining title or registered IP)? → limb (c), specified asset.
4. None of the above? → not a specified asset; the gain is outside CGT. Ask whether it is income under the Income Tax Act (trader's profit, recoupment of allowances) or simply untaxed.

Only after a "yes" at steps 1–3 do you proceed to the gross capital amount, exemptions, deductions, rate and withholding.

D.1 Individuals — sorting a mixed disposal

Scenario. On retiring, Mr Chari disposes of: (i) his house in Harare; (ii) his car; (iii) his shares in an unlisted company; and (iv) the furniture in the house.

• The house is immovable property — limb (a), a specified asset, within CGT (subject to PPR relief under Section 21 if it is his principal private residence).
• The car is movable property — not a specified asset; the gain (or loss) is outside CGT entirely.
• The shares are a marketable security — limb (b), a specified asset, within CGT.
• The furniture is movable — not a specified asset; outside CGT.

So only the house and the shares enter the CGT computation. Recognising that two of the four items are simply out is the first and most valuable skill the definition teaches — it prevents the common error of computing CGT on a car or furniture sale.

To make the partition concrete, suppose Mr Chari realises: house US$150,000 (cost US$60,000 in 2014; it is his principal private residence); car US$8,000 (cost US$12,000); unlisted shares US$40,000 (cost US$10,000 in 2015); furniture US$3,000. The CGT computation considers only the house and the shares, and each runs on the pre-22-Feb-2019 (5%-of-gross) track because both were acquired before that date:

The car's US$4,000 loss gives no relief (it is not a specified asset, so there is no capital loss to carry); the furniture is irrelevant; the shares yield US$2,000 of CGT on the 5%-of-gross track (the US$10,000 cost is not deducted for a pre-2019 acquisition, per Section 39A(10)); and the house enters the charge but is then tested for principal-private-residence relief under Section 21 (treated in CGT on Property Sales). The definition has done the heavy lifting: it removed half the disposals from the computation before a single figure was calculated.

D.2 SMEs — machinery, stock and the income boundary

Scenario. Tindo runs a Mutare engineering SME. He sells a lathe (plant) for a gain, sells finished stock, and sells the factory building.

• The lathe is movable plant — not a specified asset; the gain is outside CGT. But it is not tax-free: a disposal of plant on which capital allowances were claimed triggers a recoupment, an income inclusion under ITA Section 8(1)(j) (see Capital vs Revenue Receipts, Prohibited Deductions under section 16). The gain is taxed under income tax, not CGT.
• The stock is trading stock — its sale is ordinary trading income, taxed under the Income Tax Act, never CGT.
• The factory building is immovable property — limb (a), a specified asset, within CGT.

The lesson for SMEs is that the CGT definition partitions business disposals: only the building is CGT; the plant is income-tax recoupment; the stock is trading income. Applying CGT to the lathe or the stock would be a serious classification error.

D.3 Large corporates — property in a company, and IP

Scenario. A corporate group sells a registered trade mark (post-2017), the shares in a property-holding subsidiary, and a fleet of delivery trucks.

• The registered trade mark is within limb (c) (registered in the Trade Marks Act) because of the Finance Act 2/2017 substitution — a disposal before 1 January 2017 would have raised the now-resolved question whether the old limb (c) reached it; after that date it is plainly a specified asset.
• The shares in the property subsidiary are a marketable security — limb (b), a specified asset — and the property look-through (Section 11(2)(b)) applies. Selling the company rather than the land does not avoid CGT.
• The trucks are movable — not specified assets; outside CGT (with recoupment consequences under income tax).

For a multinational holding Zimbabwean mining title through offshore vehicles, the additional dimension is Section 30B: a sale of the foreign holding company's shares that shifts the beneficial ownership of the mining right is reached by the special CGT, even though the share sale occurs abroad.

R (Pvt) Ltd v ZIMRA 19-HH-792. Annotated in the Act against Section 8(2)(b), this is the leading authority that a disposal otherwise than by sale of a specified asset is a deemed sale at fair market price, and that substance prevails over form. It is the case that prevents avoidance by giving away a specified asset (land, shares, registered rights) rather than selling it — the gift is deemed a sale at market value.

Old Mutual Zimbabwe Ltd v Commissioner-General, ZIMRA 16-HH-143. Establishes that characterising a receipt as "capital" does not make it tax-free: where the Act treats a disposal of a specified asset as giving rise to a capital gain, CGT is due according to the deeming rules, irrespective of the parties' labels. It forecloses the "it was only a reorganisation" defence at the definitional stage.

Commissioner of Taxes v C W (Pvt) Ltd 89-ZLR-361 and Ellis N.O. v CoT 92-SC-001. The loan-stock authorities annotated against Section 10(c). They illustrate that an instrument's status — whether it is the kind of marketable security that qualifies for an exemption — is determined strictly on the statutory terms. They reinforce that being a "specified asset" (limb (b)) is one question, and whether an exemption then applies is a separate one.

Sabeta M v Commissioner-General, ZIMRA 12-HH-079. Annotated against Section 22B, this case holds that ZIMRA must assess and issue the clearance certificate once the tax on a specified-asset disposal has been paid — the practical counterpart to the Section 30A registration gate, ensuring a seller can complete transfer after meeting the CGT.

Law Society of Zimbabwe and Mollat P.M. v Minister of Finance 99-SC-092. Concerns the Part IIIA withholding/clearance machinery that operates on specified-asset transfers, the constitutional backdrop to the collection mechanism.

Where Zimbabwe has no on-point authority on a definitional edge (for example, the precise movable/immovable line for a particular fixture), the ordinary common law of property and persuasive South African authority govern; the area is fundamentally statute-driven and the definition controls.

Treating movable property as within CGT. A car, plant, furniture, livestock or stock is not a specified asset; computing CGT on its disposal is wrong. The correct question for such assets is whether the gain is income (recoupment, trading profit), not CGT.

Thinking selling shares in a property company avoids CGT. The shares are a specified asset (limb (b)) in their own right, and the Section 11(2)(b) look-through brings property improvements into the share base cost. Wrapping land in a company changes the limb, not the liability.

Forgetting that "marketable" does not mean "listed". Unlisted shares and PBC members' interests are specified assets under limb (b) regardless of tradeability.

Missing the post-2017 expansion of limb (c). A registered trade mark, patent or design is a specified asset after the Finance Act 2/2017 substitution (1 January 2017). Treating registered IP as outside CGT is now wrong.

Confusing "not a specified asset" with "not taxed". An asset outside CGT may still be taxed under income tax (recoupment, trading income). The definition decides which head of tax applies, not whether the gain is taxed at all.

Overlooking deemed sales. A gift of a specified asset, a redemption of a bond, a transfer of stand rights, or a condominium relinquishment are all deemed sales under Section 8(2) — there need be no cash sale for the charge to bite.

Ignoring Section 30B on offshore mining-title transfers. Selling foreign holding-company shares that shift beneficial ownership of Zimbabwean mining title can trigger the special CGT even where the transaction is abroad.

Trying to register a transfer without a CGT certificate. Section 30A bars the Registrar of Deeds and the share-transfer official from registering the acquisition of a specified asset without ZIMRA clearance — the transaction stalls until CGT is dealt with.

Mis-apportioning a composite land-and-plant sale. Where land (CGT) and removable machinery (income-tax recoupment / outside CGT) are sold together, the price must be apportioned on a defensible basis; loading value onto the lighter-taxed component is a ZIMRA audit flag.

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.

• The "specified asset" definition in Section 2 of the CGT Act [Chapter 23:01] is the base of the tax: only a disposal of a specified asset is within CGT.
• Three limbs: (a) immovable property (land and fixtures — undefined, ordinary meaning); (b) any marketable security (shares listed or not, debentures, tradeable bonds, stock, unit-trust rights, PBC member's interest); (c) registered/registrable rights in eight named IP and mining statutes (substituted by Finance Act 2/2017, w.e.f. 1 Jan 2017).
• Movable property (vehicles, plant, stock, chattels, cash) and unregistered rights/know-how are NOT specified assets — their gains are outside CGT (but may be income: recoupment of allowances, trading profit).
• Deemed sales (Section 8(2)) add disposal events, not asset classes: gifts/in-specie at FMP (b; R (Pvt) Ltd 19-HH-792), expropriation (c), execution (d), redemption/maturity (e), deed-of-sale-rights (f), stand-rights cession (g), condominium relinquishment (h).
• Selling shares in a property company does not avoid CGT — the shares are a specified asset (limb (b)) and the Section 11(2)(b) look-through brings property improvements into share base cost.
• Section 30B (FA 13/2023, w.e.f. 1 Jan 2024) imposes a special CGT on indirect/offshore transfers of Zimbabwean mining title, taxing changes in beneficial ownership (25%+ voting control) even abroad — challenged by the Chamber of Mines.
• Section 30A gates registration: the Registrar of Deeds and share-transfer officials cannot register the acquisition of a specified asset without a ZIMRA CGT-paid certificate (Sabeta M 12-HH-079).
• Policy insight. Zimbabwe chose a list-based CGT — taxing land, enterprise claims, and registered rights because their transfers are registered and therefore collectible — rather than a comprehensive gains tax. The definition is the threshold question in every CGT matter, and its edges (movable/immovable, registered/unregistered, share/asset, onshore/offshore mining title) are where the disputes live.

Table 1 — The three limbs of "specified asset"

Table 2 — In or out of the CGT base?

Diagram 1 — Is it a specified asset?

flowchart TD
 A[Asset disposed of] --> B{Land or a real right in land?}
 B -->|Yes| S[Specified asset - limb a]
 B -->|No| C{Share, debenture, bond, stock, unit-trust right or PBC interest?}
 C -->|Yes| T[Specified asset - limb b]
 C -->|No| D{Right registered or registrable in one of the 8 IP / mining statutes?}
 D -->|Yes| U[Specified asset - limb c]
 D -->|No| E[NOT a specified asset - outside CGT]
 E --> F{Is the gain income? recoupment / trading profit}
 F -->|Yes| G[Tax under Income Tax Act]
 F -->|No| H[Untaxed]

Diagram 2 — A specified asset disposal through to collection

flowchart TD
 A[Disposal of a specified asset] --> B{Actual sale or a deemed sale under Section 8 2?}
 B -->|Deemed| C[Value at fair market price - Section 8 2 b and Section 14]
 B -->|Actual| D[Use the sale price]
 C --> E[Gross capital amount - Section 8 1]
 D --> E
 E --> F[Less Section 10 exemptions then Section 11 deductions = capital gain]
 F --> G[Apply Finance Act Section 38 rate]
 G --> H{Registration of transfer?}
 H -->|Land or shares| I[Registrar / share official needs ZIMRA certificate - Section 30A]

Statutes & sections

• Capital Gains Tax Act [Chapter 23:01]
• Section 2(1) — "specified asset" (three limbs: (a) immovable property; (b) any marketable security; (c) rights registered/registrable in the Mines and Minerals Act, Patents Act, Trade Marks Act, Industrial Designs Act, Copyright and Neighbouring Rights Act, Brands Act, Geographical Indications Act, Integrated Circuit Layout-Designs Act — limb (c) substituted by Finance Act 2/2017, backdated 1 Jan 2017); "marketable security" and "share" (includes PBC member's interest).
• Section 6 — charge; Section 8(1) — gross capital amount (Zimbabwe source; excludes income-tax gross income).
• Section 8(2)(b)–(h) — deemed sales: otherwise-than-by-sale at FMP (b; R (Pvt) Ltd 19-HH-792), expropriation (c), execution (d), maturity/redemption (e), deed-of-sale rights (f), stand-rights cession (g), condominium relinquishment (h).
• Section 11(2)(b) — property-company look-through (improvements to company-owned property deemed expenditure on the shares).
• Section 14 — Commissioner's determination of fair market price for deemed sales (objectionable under Section 25).
• Section 30A — registration of a specified-asset acquisition barred without a ZIMRA CGT-paid certificate (Registrar of Deeds; share-transfer official; ceded stands; condominium interests).
• Section 30B — special CGT on entities acquiring mining title or any interest therein (FA 13/2023, w.e.f. 1 Jan 2024): defines "entity", "mining title" (incl. share/stake/interest), "beneficial owner"/"controller" (significant/preponderant voice; 25%+ votes) — reaches indirect/offshore transfers.
• Finance Act [Chapter 23:04] — Section 38 CGT rates (5% of gross / 20% of gain by acquisition date, threshold 22 Feb 2019); Section 39 withholding rates on specified-asset disposals; Section 39A payment in foreign currency.
• Income Tax Act [Chapter 23:06] — Section 8(1) (the income/capital boundary; recoupment paragraph (j) for movable plant outside the CGT base).
• Supporting statutes named in limb (c) — Mines and Minerals Act [Chapter 21:05]; Patents Act [Chapter 26:03]; Trade Marks Act [Chapter 26:04]; Industrial Designs Act [Chapter 26:02]; Copyright and Neighbouring Rights Act [Chapter 26:05]; Brands Act [Chapter 19:03]; Geographical Indications Act [Chapter 26:06]; Integrated Circuit Layout-Designs Act [Chapter 26:07]; Deeds Registries Act [Chapter 20:05] (immovable-property registration).

Case law

• R (Pvt) Ltd v ZIMRA 19-HH-792 — disposal otherwise than by sale of a specified asset is a deemed sale at fair market price; substance over form (Section 8(2)(b)).
• Old Mutual Zimbabwe Ltd v Commissioner-General, ZIMRA 16-HH-143 — "capital" labelling does not make a receipt tax-free; the deeming rules govern.
• Commissioner of Taxes v C W (Pvt) Ltd 89-ZLR-361 and Ellis N.O. v CoT 92-SC-001 — loan-stock exemption authorities (Section 10(c)); status of a security determined strictly on statutory terms.
• Sabeta M v Commissioner-General, ZIMRA 12-HH-079 — ZIMRA must issue the CGT certificate once the tax is paid (Section 22B; counterpart to the Section 30A gate).
• Law Society of Zimbabwe and Mollat P.M. v Minister of Finance 99-SC-092 — Part IIIA withholding/clearance machinery on specified-asset transfers.

ZIMRA guidance

• Comprehensive Guide to Form CGT 1 (ZIMRA External Guide) — the per-disposal return for specified-asset disposals.
• Comprehensive Guide to the Special CGT Return (ZIMRA External Guide) — the Section 30B special CGT on entities acquiring mining title/interests (indirect transfers).