The Companies (Beneficial Ownership) Notice, 2021
These Regulations may be cited as the Companies (Beneficial Ownership) Regulations, 2021.
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- The Companies (Beneficial Ownership) Notice, 2021
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About this statute
These Regulations may be cited as the Companies (Beneficial Ownership) Regulations, 2021. This section defines “Act,” “beneficial owner,” and “Registrar.” Companies must report beneficial owner details to the Registrar, keep their register updated, and file a notice within 30 days when a beneficial owner stops holding that status. People and companies must file and record declarations about beneficial ownership of shares within 30 days in specified cases. Companies must notify the Registrar about changes in beneficial ownership using Form 14f, usually within 30 days of the change.
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Provisions of The Companies (Beneficial Ownership) Notice, 2021
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Citation
AI-assisted research summary: These Regulations may be cited as the Companies (Beneficial Ownership) Regulations, 2021.
1. These Regulations may be cited as Companies (Beneficial Ownership) Regulations, 2021. the Interpretation Cap. 212 In these Regulations, unless - 2 Verify source ↗
Interpretation
AI-assisted research summary: This section defines “Act,” “beneficial owner,” and “Registrar.”
2. otherwise requires- “Act” means the Companies Act; “beneficial owner” means a natural person- the context (a) who directly or indirectly ultimately owns or exercises substantial control over an entity or an arrangement; (b) who has a substantial economic interest in or receives substantial economic benefit from an entity or an arrangement directly or indirectly whether acting alone or together with other persons; (c) on whose behalf an arrangement is conducted; or (d) who exercises significant control or influence over a person or arrangement through a formal or informal agreement; and “Registrar” means the Registrar of companies appointed under section 450 of the Act. 2 GN. NO. 391 (Contd.) Companies (Beneficial Ownership) PART II INFORMATION OF BENEFICIAL OWNERS Particulars of beneficial owner GN. No. 41 of 2005 GN. No 37 and 41 of 2005 GN. No. 37 of 2005 Declaration of beneficial interest GN. No. 41 of 2005 GN. No. 41 of 2005
Part
PART II
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Particulars of beneficial owner
AI-assisted research summary: Companies must report beneficial owner details to the Registrar, keep their register updated, and file a notice within 30 days when a beneficial owner stops holding that status.
3.-(1) A company incorporated or registered under the Act shall submit to the Registrar particulars of its beneficial owners in form No. 14b prescribed in the Companies (Forms) Rules. (2) A company shall take reasonable steps to identify its beneficial owners and shall enter in its register of members and beneficial owners the particulars as prescribed under section 14 (2) (b) of the Act. (3) Where a person ceases to be a beneficial owner, a company shall, upon payment of fee prescribed in the Companies (Fees Payable to Registrar) Regulations, file a notice to that effect to the Registrar by filling in form No. 14c prescribed in the Companies (Forms) Rules within thirty days from the date of cessation. (4) Where default is made in complying with the provisions of this regulation within the prescribed time, the company and every officer, shareholder and beneficial owner of the company who is in default shall be jointly and severally liable to a late filing fee as prescribed in the Companies (Fees Payable to Registrar) Regulations. - 4 Verify source ↗
Declaration of beneficial interest
AI-assisted research summary: People and companies must file and record declarations about beneficial ownership of shares within 30 days in specified cases.
4.-(1) A person whose name is entered in the register of members of a company as the registered owner of shares in that company but who does not hold the beneficial interest in such shares shall file with the company a declaration to that effect by filling in form No. 14d prescribed in the Companies (Forms) Rules within a period of thirty days from the date on which his name is entered in the register of members of such company; Provided that where any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company by filling in form No. 14d prescribed in the Companies (Forms) Rules. 3 GN. NO. 391 (Contd.) Companies (Beneficial Ownership) (2) A person who holds or acquires a beneficial interest in shares of a company not registered in his name shall file with the company a declaration disclosing such interest by filling in form No. 14e prescribed in the thirty days after Companies acquiring such beneficial interest in the shares of the company; (Forms) Rules within Provided that where any change occurs in the beneficial interest in such shares, the beneficial owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company by filling in form No. 14e prescribed in the Companies (Forms) Rules. (3) Where any declaration under this regulation is received by the company, the company shall make a note of such declaration in the register of members and beneficial owners and shall, upon payment of fee prescribed under to the Companies Registrar) Regulations, and within a period of thirty days from the date of receipt of declaration by it, file a return in prescribed form with the Registrar in respect of such declaration. (Fees Payable in the Companies (Fees Payable - 5 Verify source ↗
Notice of change in beneficial owners
AI-assisted research summary: Companies must notify the Registrar about changes in beneficial ownership using Form 14f, usually within 30 days of the change.
5.-(1) A company shall, upon payment of fees set out to Registrar) Regulations, lodge with the Registrar the particulars of change of its beneficial owners in form No. 14f prescribed in the Companies (Forms) Rules within thirty days from the date of change. (2) Where there is a transfer or transmission of shares or an increase or reduction of share capital or a restructuring of a company’s share capital or changes in the voting rights leading to any change in beneficial interest, the company shall, together with the applicable procedures prescribed in the Act, deliver to the Registrar a notice in form No. 14f prescribed in the Companies (Forms) Rules indicating whether or not there has been a change in the beneficial ownership of the company. 4 GN. No. 37 of 2005 Notice of change in beneficial owners GN. No. 37 and 41 of 2005 GN. No. 41 of 2005 GN. NO. 391 (Contd.) Companies (Beneficial Ownership) (3) The Registrar shall not register a notice of acquisition of shares or any other document relating to changes in issued share capital or voting rights unless the requirements of subregulation (2) have been complied with. (4) The notices of changes in beneficial ownership referred to in this regulation, duly completed, shall be signed by at least one director of the company or the company secretary and a certified true copy of the official identification document for every beneficial owner shall be submitted to the Registrar. Non-disclosure of beneficial owner information - 6 Verify source ↗
Non-disclosure of beneficial owner information
AI-assisted research summary: A company must not use or disclose beneficial owner information except to communicate with the beneficial owner, comply with the Regulations, or comply with a court order.
6. A company shall not use or disclose any information about its beneficial owner except- (a) for communicating with the beneficial owner concerned; (b) in order to comply with any requirement of these Regulations; or (c) in compliance with a court order. Register of beneficial owners Refusal of registration PART III REGISTER OF BENEFICIAL OWNERS
Part
PART III
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Register of beneficial owners
AI-assisted research summary: The Registrar must enter and keep beneficial ownership information for every company in a register of beneficial owners.
7. Subject to section 451A of the Act, the information on the beneficial owners of every company provided to the Registrar in accordance with these Regulations shall be entered and held by the Registrar in a register of beneficial owners kept by the Registrar for this purpose. - 8 Verify source ↗
Refusal of registration
AI-assisted research summary: The Registrar may refuse to register a company document if beneficial ownership information was not submitted or if the Registrar is not satisfied the information is accurate and up to date. If the Registrar refuses, the Registrar must tell the company.
8. The Registrar may refuse to register any document of a company which is required to be registered under the Act if the beneficial ownership information was not submitted or if he is not satisfied that the company has provided accurate and up to date information on the beneficial owners of the company as required by the Act and shall communicate his decision to the company accordingly. Submission of documents - 9 Verify source ↗
Submission of documents
AI-assisted research summary: Documents required to be filed with the Registrar may be submitted in the format and by the means the Registrar considers appropriate, including electronically.
9. Any document which is required to be submitted 5 GN. NO. 391 (Contd.) Companies (Beneficial Ownership) Offences and penalties to the Registrar under any of the provisions of these Regulations may be submitted in such format and by such means including in electronic form and by electronic communication as the Registrar may deem appropriate. PART IV MISCELLANEOUS PROVISIONS
Part
PART IV
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Offences and penalties
AI-assisted research summary: A person who fails to keep or provide beneficial ownership information, or otherwise contravenes these Regulations, commits an offence and may be fined between five million and ten million shillings.
10. A person who- (a) fails to keep record of beneficial owners; (b) fails to provide information to the Registrar about a change in beneficial ownership of a company; (c) fails to provide the Registrar with a declaration containing information on the beneficial owners of the company; or (d) contravenes any provision of these Regulations, commits an offence and shall be liable to a fine of not less than five million shillings but not exceeding ten million shillings. Non- disclosure of confidential information - 11 Verify source ↗
Non-disclosure of confidential information
AI-assisted research summary: Registrars and other officers performing duties under the Act must keep confidential information secret, including after their employment ends.
11. Registrar or other officers performing the duties under the Act shall have the obligation, even after the termination of their employment, neither to communicate confidential information obtained in their capacities pursuant to the provisions of these Regulations to persons not entitled to receive it nor to disclose it to the public or make other use of it. Dodoma, 27th April, 2021 KITILA MKUMBO Minister for Industry and Trade 6
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