The companies act audit requirement and other matters. Jan 14, 2016 the companies act, 2002 creates an offence for a private company which is not a private company limited by guarantee and not having a share capital to offer to the public whether for cash or otherwise any shares in or debentures of a company. Doc procedures of forming a company in tanzania mkama m. Mar 08, 2017 in a winding up procedure, the assets of the company are used to settle the liabilities of the creditors and its members prior to dissolution of the company. Foreign companies branches of companies incorporated out of tanzania mainland. The companies act 71 of 2008 the act, provides that a company may acquire its own shares, to the extent that it is solvent and liquid, as more fully described in section 4 of the act. Prohibition of registration of companies by undesirable names.
Establishing a business in tanzania practical law westlaw. Part 11 incorporation of companies and matters incidental thereto chapter i the companys memorandum and articles memorandum of association 3. Aug 06, 2019 specifically, section 4 of the act now defines a company to mean a company formed and registered under this act the companies act or an existing company established for investment, trade or commercial activities and any other activity as the minister may, by notice published in the gazette, prescribe. Chapter 318 the trustees incorporation act an act to provide. In addition, the regulations, which provide for both activity and size criteria to determine whether or not companies require audited financial statements, require any company. Certain trustees to be resident in tanzania 1 where a body incorporated under this act consists of a sole trustee, that trustee shall be a person ordinarily resident in tanzania. Provisions supplementing definitions of parent undertaking and subsidiary undertaking. Company means a company formed and registered under the company act or an existing company established for investment, trade or commercial activities and any other activity as the minister may, by notice published in the gazette, prescribe. Article 2 of part ii of the schedule to the tanzania act public company. The ca 2002 introduced significant reforms to tanzanian company law. Companies act arrangement of sections part i preliminary section 1. Mandate functions vision and mission structure office of the clerk administration history. The object of the website is to make all the statutory laws principal and subsidiary legislation of tanzania in force available at one source on.
The act also provides and considers development of best practices in corporate governance by providing the. The law provides for the following types of companies. Prior to the 1 st of march, 2006, the main legislation relating to companies in tanzania was the companies act cap. Breakthrough attorneys changes to the companies law in. Part hia companys constitution division iarticles of association 20regulations may prescribe model articles. The companies act, 2002 creates an offence for a private company which is not a private company limited by guarantee and not having a share capital to offer to the public whether for cash or otherwise any shares in or debentures of a company. Companies have had to come to terms with a reacquisition of their own shares leading to the application of section 46 of the act, necessitating that the board of a company adopt a resolution. An act to repeal and replace a law relating to companies and other associations, to provide for more comprehensive provisions for regulation and control of.
Every overseas company that establishes a branch in tanzania must submit accounts in such form, contain such particulars and together with such other required documents, as if the branch were a company incorporated under the companies act. Under the bill section 10 amends the companies act by adding. Duties of a company secretary in tanzania lawbay advocates. Jul 24, 20 the new reforms are contained in the companies act 2002 the ca 2002, an act on the shelf for almost three years which came into force as from the 1 st of march, 2006. In a winding up procedure, the assets of the company are used to settle the liabilities of the creditors and its members prior to dissolution of the company. The act is one of the best drafted pieces of legislation tanzania has. Part ii incorporation of companies and matters incidental thereto memorandum of association 4. Specifically, section 4 of the act now defines a company to mean a company formed and registered under this act the companies act or an existing company established for investment, trade or commercial activities and any other activity as the minister may, by. Critical analysis of the companies act, 2002 by luckness william jangu reg. The registered office of the company shall be situated in tanzania. Part ii incorporation of companies and m atters incidental thereto chapter i the compnys memorandum and articles memorandum of association 3. The name of the company is tanzania bankers association limited 2.
The non governmental organization act, 2002 as amended by act 112005 was enacted to achieve two major objectives namely registration and monitoring of ngos in tanzania. The tanzanian parliament on 27 june adopted amendments to eight laws including the companies act, the nongovernmental organizations ngo act, the societies act, the statistics act, and the films and stage plays act introducing sweeping restrictions on the countrys already precarious human rights. This act may be cited as the nongovernmental organizations act, 2002 and shall come into operation on such date as the minister may, by notice published in the gazette, appoint. The prevailing company law system was introduced in tanzania in 1932 by the adoption of the companies ordinance cap. This act was preceded by the policy statement in 2001, that aimed at providing a clear justification that, the government encourages partnership with public and private sector in. The companies act, cap 212, governs the registration of companies in tanzania. The objects for which the company is formed are a nd it is expressly. The object for which the company is established is to carry on business as a general commercial company. Dissolution refers to the act of bringing to an end the existence of a company. Key legislation governing corporate law in tanzania. A company cannot be registered as a public company unless it has a minimum allotted share capital of. As per the new current amendment of the companies act, it provide as follows. Breakthrough attorneys changes to the companies law in tanzania. Firms and persons to be registered subject to the provisions of this act a every firm having a place of business in tanzania and carrying on business under a business name which does not consist of the true surnames of all.
This legislation regulated trading companies and other associations including the imposition tax on nominal capital, regulation of dividends and surpluses and related matters. It is an event which immediately follows liquidation or winding up of a company. Companies act principal legislation laws of tanzania. The business and property registration agency bpra this is the office headed by mr.
Bpra zanzibar business and property registration agency. The companies act 2002 the act although assented to by the president on 27 june 2002 only came into effect from 1 march 2006. A private company tends to be smaller than a public company and cannot issue shares to the public. Abdulla wazir ramadhan is the one of the oldest government offices, which works under ministry of trade and industry mt. The bill proposes amendments to the companies act among other acts. In view of substantial changes in the legislation existing companies may wish to consider adopting a new memorandum and articles, either using the tables provided within the act, or adopting these partially. A limited liability company can be established under the companies act 2002 which sets out the relevant legal framework. Companies act amended by addition of controversial section 400a. The registered office of the company will be situated in tanzania.
Tanzania fertilizer regulatory authority tfra ministry of. S 28 of the act states that if a private company alters its articles such that they no longer include. Share buybacks section 488 of the companies act rsm. The companies act audit requirement and other matters related. It is be done through business registration and licensing agency brela. To register a company in tanzania is a right of those who wish to associate and form themselves into a company pursuant to the existing company laws. Company registration and formation in the united republic of tanzania is not a union matter as such companies are registered and monitored under two different laws, the companies act cap 212 of 2002 and the companies act no. The position in tanzania company law in tanzania is a product of common law of england. The act provides the minister of trade and industry with as stated above, the act requires public companies and. The company is licensee for fixed basic telephone services in tanzania mainland and zanzibar and hence it owns and operates the public switched telephone network in mainland tanzania and on zanzibar. This purpose is executed and carried out by individuals, as mandated under the companies act, who carry out these activities in. The laws of tanzania online is intended as a tool for both the legal community and the general public. The companys scope of operation shall be the east african region.
The new reforms are contained in the companies act 2002 the ca 2002, an act on the shelf for almost three years which came into force as from the 1 st of march, 2006. Duty of directors to act in good faith and in best interests of company. In 2002 as part of the companies act,2002 of tanzania, tanesco was incorporated as a limited liability company. United republic of tanzania the companies act, 2002 act. Jurisdiction to wind up companies registered in tanzania. Every club, society or association needs a constitution or set of rules to regulate the way the business of the association is conducted. The act also provides and considers development of best practices in corporate governance by providing the post compliance requirements. Due to the high dependence on hydroelectric dams and poor hydrology between 2005 and 2008, tanesco lead to the procurement of their first emergency power project. Chapter 212 the companies act an act to regulate trading. The registration of companies in tanzania requires for a public company to be formed of two or more members but not more than fifty members. Company secretary appointment of a company secretary made compulsory, but no formal.
The registered company is no different and its constitution is contained in two documents, the memorandum of. Act, 19, as applied to tanzania or in table a in the first schedule to. The companies act principal legislation arrangement of sections section title part i preliminary 1. When companies are incorporated, they come into existence for a particular purpose. This is thanks to former attorney general andrew chenge, who made sure the draft was subjected to scrutiny by not only representatives of the private sector or lawyers body but by as many of the practising lawyers in town as possible. In this act, unless the context requires otherwise interpreagent means an intermediary such as a publictation corporation, a company or any other body appointed by the government and owns 51% or more of the shares in any public corporation and represents the government directly or indirectly. Jun 12, 20 the act is one of the best drafted pieces of legislation tanzania has. The registered office of the company shall be situated at arusha. Ttcl is governed by statutethe tanzania telecommunications act of 1993. To register a business entity in tanzania is very simple. This is thanks to former attorney general andrew chenge, who made sure the draft was subjected to scrutiny by not only representatives of the private sector or lawyers body but by as many of the practising lawyers in. Tanzania fertiliser regulatory authority tfra was established under the fertilizer act no. Definition of the act for the purposes of these regulations 3.
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