Companies Act Tanzania – proposed changes (January 2021)

Written Laws (Miscellaneous Amendments) (No 2) Bill 2021 includes proposed changes to the Companies Act 2002 (CAP 212) 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. Amendment to remove the requirement of disclosing information of beneficial owners in the annual return of the Company. Annual return is a public document, thus, disclosing beneficial owners information violates the confidentiality aspect of beneficial owner information. It is proposed that information on beneficial ownership should be submitted in a different mode as may be prescribed in the regulations in order to obtain current and up to date information and facilitate formation of beneficial ownership registry that adheres to the principle of confidentiality.
  3. 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 Secretaries, services by many appointed Secretaries have been implemented without observing the prescribed standards.
  4. Amendment to allow an adult person of 18 years to be eligible for appointment as Director in a Company. Currently, the age for appointment as Director is 21 years.
  5. Amendment to allow persons above the age of 70 to serve as Director of the 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.
  6. 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 is hampered due to existence of the prescribed late filing fees in updating company information.
  7. Introduction of time limit for companies to keep their records and documents to 30 years. Currently, the Act is silent on the limitation of time for which Companies are obliged to keep their records and documents.
  8. Introduction of providing the Registrar with powers to verify facts and information lodged. Currently, the Registrar has no power to require certain facts to be verified where it appears that those facts need verification

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