November 26, 2021

CORPORATE SECRETARIAL UPDATE : AMENDMENT TO THE COMPANIES ACT (CAP 212) UNDER THE WRITTEN LAWS (MISCELLANEOUS AMENDMENTS) (NO 3) ACT, ACT NO. 5 OF 2021 IN TANZANIA.

Changes made by the Written Laws (Miscellaneous Amendments) Act (No. 3) – Act no. 5 of 2021,
Required particulars when incorporating a company in Tanzania
Notification in transferring shares
Director’s duties for both in public and private companies in appointing a secretary
Minimum age for appointment of directors
General conclusion

1.0 Introduction:

The Government of the United Republic of Tanzania, on 28^th September 2021, published the Written Laws (Miscellaneous Amendments) (No. 3) Act, Act number 5 of 2021, hereinafter referred to as the Act. The Act, among others, amended various written laws, including the amendment of the Companies Act, (Cap 212 R.E. 2002) of the laws, hereinafter referred to as the Companies Act.

Breakthrough Attorneys’ Corporate Secretarial department, through this Article will shed lights on the amendments effected to the Companies Act.

2.0 Personal particulars required when registering or incorporating a company:

The Act came up with amendments of introducing personal particulars to be submitted to the Registrar when incorporating a Company. The new requirements, however, were in practice when uploading the pre-requisite information in the Business Registration and Licensing Agency Online Registration Agency, (BRELA – ORS). The Act has now brought this requirement into law.

The Act thus requires, for a person who intends to incorporate a company, to submit the following particulars:

Date of birth or date of incorporation or registration
Nationality or nationalities
Country of residence or country of incorporation or registration
Residential address or an address of registered office
National Identity number, registration, or incorporation number
Taxpayer Identification Number, where applicable.

The Act further introduced additional requirement when registering Memorandum and Articles of Association of the company. This addition will have an effect in amending Section 14(2) of the Companies Act. The amendments are by adding more details information, to wit; “National Identification Number, Tax Identification Number (in the case of Tanzanian Nationals), email address, telephone, passport (in the case of foreigners) and certificate of incorporation (in the case of a company incorporated outside Tanzania) and registered office.

3.0 Notification of transfer and transmission of Shares to Registrar:

The Act has amended Section 83 of the Companies Act by introducing a new section 83A. The introduction of the new section requires companies which has transferred or transmitted shares to notify the Registrar. Moreover, upon notification, a copy of Tax Clearance Certificate must be attached thereto, The Act has further provided the duration in which the transfer should be made. The transfer must be made within twenty- eight (28) days.

4.0 Registration and Copies of certain Resolutions and Agreements:

Another notable amendment as brought in by the Act, is submission of one copy of the resolution or agreement in lieu of two copies. Since the coming into force of the Online Registration System, only one copy is uploaded in the system. So, instead of subscribers to produce many copies like previous, production of one copy will suffice during the registration process.

5.0 Duty of Directors for both public and private companies to appoint a secretary:

The Act has imposed the duty to directors for both public and private companies to exercise and take the responsibility of appointing a qualified and experienced secretary of the company or joint secretaries of the companies.
While, for public companies, the Act has imposed a duty to Directors of the company, to take all reasonable steps to secure a secretary, or each joint secretary of the company who is the person qualified as an advocate, certified public accountant, auditor, or such other qualifications as the Minister may prescribe in the regulations. This means that, the Secretary for the Public Company must have the prescribe qualifications as mentioned above.
On the other hand, the Act has imposed fewer restrictions to the Directors for private The Act requires Directors just to take all reasonable steps to secure a secretary, or each a joint secretary of the company. Such secretary need not have to have qualification as in the public company. If the secretary, who is secured, appears to have the requisite knowledge and experience of discharging the functions of the secretary of the private company, suffices. The Act have not imposed any qualifications as that which are required under the public companies.

6.0 Minimum age for appointment of Directors and retirement of directors:

The Act has amended the minimum age for the appointment of directors of the The Act allows an adult of eighteen (18) years to be appointed as a director without retirement of directors over age limit.
Duty of directors to disclose age:
With this amendment brought by the Act, an adult of eighteen (18) years is allowed to be appointed as a director.

7.0 Waiver of late filing Fees payable to Registrar and Record keeping of the Documents:

The Act has further given powers to the Minister of trade after consultation with the Minister responsible for finance to waive late filing fees.
Notably, on the other hand, the Act has introduced time limit for companies to keep their documents. The Act, however, does not give an exact time limit. In which companies should keep their records. The time limit is expected to be regulated by the Minister. We are optimistic, the time limit will come into effect once Minister may by regulations prescribe.

8.0 Power of the Registrar to verify records:

The Act has vested powers to the Registrar to verify the authenticity of the facts and information as lodged by the company. Documents to be lodged, must be self- sufficient, so as not to put the Registrar in the fact- finding position. This has, caused the Company’s Act to come up with a more elaborative section.

9.0 Conclusion:

The amendments as brought about by the Act will facilitate smooth operation of the e- services regarding companies in registration process. Furthermore, to have legitimate companies to be registered. Applicants will have to provide detailed particulars such as name, physical residential address, street, ward, mobile number, telephone, among others. In a broader perspective since companies will be assessed by Tax Revenue Authority. Such companies will be compelled to have their tax affairs in order. This will facilitate swifter and timely revenue collection for development.

Important Notice:

This publication has been prepared for general guidance on matters of interest only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, Breakthrough Attorneys, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.