By Dr Goodluck Temu

Background

Pursuant to Section 459A of the Companies Act, Cap. 212, and the Beneficial Ownership Regulations, 2023 published through Government Notice No. 478 of 2023, all Tanzanian companies are required to submit Beneficial Ownership Information to the Registrar of Companies.

The law initially required companies to comply with this requirement within six months from the 1st day of July 2020. The grace period was extended several times under the provisions of Section 459A (2) of the Act, which empowers the Minister responsible for Industry and Trade to extend the limitation period, from which the grace period was extended to June 2022.

Subsequent to the revocation of the initial 2021 Beneficial Ownership Regulations through Government Notice No. 478 published on 21st July 2023, namely the Companies (Beneficial Ownership) Regulations, 2023, an obligation was imposed on companies under Rules three and four for them to make submissions as to Beneficial ownership information within 30 days of the members’ subscription to its shares or incorporation and any subsequent changes thereof.

In that spirit, on 10th March, the Business Registration and Licensing Authority (BRELA) published a reminder for companies to comply with the Companies Act and its Regulations, explicitly focusing on the Obligations under the Beneficial Ownership Regulations to submit their particulars of beneficial owners before April 15th 2025.

Consequences for non-compliance include;

  • Late filing fees at a monthly rate,
  • Suspension of services with the Registrar of Companies such as filing annual returns, change of company particulars, restoration of Online Registration System (ORS) Accounts, registration of charges, and company searches effective from 15th April 2025.

Action required;

  • Seek professional assistance by consulting your legal counsel to guide you on the identification of beneficial owners and on the submission process,
  • Register and submit beneficial ownership information with the Registrar of Companies,
  • Ensure post-registration compliance and timely update the registrar on any Company Beneficial ownership information changes as per the regulations.

It should also be remembered that non-compliance with the Company Beneficial Ownership Regulations could generally lead to imposition of Fines between five to ten million for defaulting entities.


Disclaimer

This article is not intended to replace professional advice. No one should rely exclusively on the information provided as a substitute for seeking professional advice. The writers or the Firm are not liable for any use of the information contained herein and do not guarantee the accuracy of its contents from the date of publication to the date of usage. For contact: temu@africorp.co.tz or info@africorp.co.tz

AfriCorp Attorneys

Phone Number: +255 22 211 0660
Amverton Office Park, Plot No 64 Lugalo Street
Dar es Salaam, Tanzania