Companies Act Tanzania – changes (September / October 2021)

Written Laws (Miscellaneous Amendments) (No 2) Bill 2021 included some proposed changes in January 2021 to the Companies Act 2002 (CAP 212) of which the following were enacted in September 2021 by the Written Laws (Miscellaneous Amendments) (No 3) Act 2021 as outlined briefly below:

1. Introduction of requirement for a Company to notify the Registrar of any transfer and transmission of shares within 28 days from the date of transfer or transmission. This will enable the Registrar to have updated and correct company information that will facilitate business environment concerning current shareholder status of the company. The notification shall require a copy of Tax Clearance Certificate
2. Introduction of appointment criteria of Company Secretary that will facilitate the smooth compliance to the prescribed standards. Owing to lack of criteria for appointment of company secretaries, services by many appointed company secretaries have to date been implemented without observing the prescribed standards.
3. Amendment to allow an adult person of 18 years to be eligible for appointment as Director of a company. Before the amendment, the age for appointment as Director was 21 years.
4. Amendment to allow persons above the age of 70 to serve as Director of a company. This is due to the fact that this is an internal affair of a company which can be regulated through a company’s internal policies.
5. Amendments to empower the Minister, after consultation with the Minister of Finance, to waive penalties arising out of late filing fees within prescribed period of time in order to enable effective and smooth operation of Online Registration System (ORS). Smooth inception of ORS was being hampered due to existence of the prescribed late filing fees in updating company information.
6. Amendment to empower the Minister to make Regulations to impose a time limit for companies to keep their records and documents. Before the amendment, the Act was silent on the mandatory time-frame for retaining company records.
7. Introduction of powers for the Registrar to verify facts and information lodged. Before the amendment, the Registrar had no power to require certain facts to be verified where it appeared that those facts need verification.

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