The Parliament of Tanzania, through the Written Laws (Miscellaneous Amendments) (No. 3), Act No 5 of 2021 (published on 11th October 2021) amended several Acts of parliament, some of which have some implication on corporate arrangements. In this brief, we highlight those changes.

Business Names (Registration) Act

A: National ID necessary for registration

Registration of business names in Tanzania is governed by the Business Names (Registration) Act, Cap 213 [R.E. 2002]. Section 6 of this Act is amended by replacing Sections 6(d) and (e) with new provisions. The implication of these changes is to require those registering names for business firms and individuals to submit their national identification number as a prerequisite for registration. In the same provisions, nationality, nationality of origin, age, and sex of individual partners are no longer mandatory for registration (the assumption being they are already captured in the national I.D.s’).

B: Increased fines

The Act has been amended to increase fines for non-compliance. For example, the penalty for a false statement is now increased to two hundred thousand from fifty thousand (Section 16). Similarly, failure to furnish particulars as required by the Registrar will now attract a fine of two hundred thousand from fifty thousand (Section 17). For general offenses without specific punishment, Section 25 has been amended to introduce a fine of not less than five hundred thousand and not more than five million.

C: Introduction of business names register

Section 19 of the Act has been amended to introduce a Register of Business. There shall now be a register of business names, wherein shall “be entered the names of firms and persons registered.” The implication is that each registered name shall be identified by assigned registration number. This development is likely to bring certainty in verifying the statuses of registered names.

The Companies Act, [Cap 212 R.E. 2002]

A: Particulars for incorporation

A new Section, Section 3(4), has been added to introduce necessary particulars that must be submitted for company registration. These particulars were already in practice through the use of the BRELA online registration system. This new Section has brought this practice into law. Specifically, registration of a company will require applicants to submit;

  • 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;
  • Tax Payer Identification Number, where applicable; and
  • Any other information as may be prescribed in the regulations.

B: Incentives for Investors

C: Notification of transfer and transmission of shares to Registrar

A new Section 83A has been introduced requiring any company that has transferred its shares to notify the Registrar of companies within 28 days. A certificate of tax clearance must accompany such transfer. This was already in practice and has now been incorporated into the law.

D: Duties of company directors and secretaries

Section 187(2) has been substituted with a new Section with more elaborated duties of company directors. The directors of public companies are now required to take all reasonable measures to secure a company secretary or joint secretary “who is a person qualified as an advocate, certified public accountant, auditor or such other qualifications as the Minister may prescribe in the regulations.” This means that secretaries for public companies must have those prescribed qualifications as the law requires.

For private companies, such restriction is relaxed. The requirement is for directors to “take all reasonable steps to secure a secretary or each joint secretary of the company who appears to them to have the requisite knowledge and experience of discharging the functions of the secretary of a private company.” They need not have prescribed qualifications as required in public companies.