The Companies Act

If an administrator, liquidator, provisional liquidator, or administrative receiver is appointed for more than one person, the appointment must state whether required or authorised acts are to be done by all of them or by one or more of them.

Acts done by an individual while acting as supervisor, administrator, liquidator, provisional liquidator, or administrative receiver of a company remain valid even if there is a defect in the person’s appointment, nomination, or qualifications.

When a company is in specified insolvency states, a supplier may require the office-holder to personally guarantee payment for post-effective-date gas, electricity, water, or telecoms supply, but not as a way to force payment of old charges.

Directors may propose a voluntary arrangement, unless the company is already under administration or winding up. If a nominee is used, that nominee must be qualified as an insolvency practitioner. An administrator or liquidator may also make the proposal in the specified situations.

If the nominee is not the company’s liquidator or administrator, they must report to the court on whether meetings should be called, and the proposal-maker must give the nominee the required documents.

This section says who must summon the relevant meetings and who must be included in a creditors’ meeting.

Meetings under section 245 must decide whether to approve a proposed voluntary arrangement, and the chairman must report the result to the court and notify prescribed persons.

If the meetings under section 245 approve the proposed voluntary arrangement, the arrangement takes effect and binds certain people who had notice and could vote.

Certain people may apply to court to challenge an approved voluntary arrangement, but only on specified grounds and within a time limit.

If a voluntary arrangement approved under section 245 has taken effect, the acting person is called the supervisor, and the court can review the supervisor’s acts, give directions, and appoint a replacement if needed.

A company may be wound up by the court or voluntarily.

When a company is wound up, present and past members must contribute enough to cover debts, liabilities, winding-up expenses, and adjustment of contributories’ rights, subject to listed limits and exceptions.

Certain directors and managers with unlimited liability may have to make an extra contribution when a limited company is being wound up.

When a company limited by guarantee with share capital is being wound up, each member must contribute any unpaid amount on shares they hold, in addition to the amount they already undertook to contribute.

“Contributory” means a person liable to contribute to a company’s assets if it is wound up, and it also includes a person alleged to be a contributory for certain proceedings.

A contributory’s liability becomes a debt when the liability starts, and payment is due when calls are made to enforce it.

If a contributory dies, the personal representatives must contribute to the company’s assets to meet the deceased person’s liability.

If a contributory becomes bankrupt, the trustee in bankruptcy represents them in the winding up and is treated as a contributory.

A court may make an administration order for a company if the company is, or is likely to become, unable to pay its debts and the order is likely to achieve specified purposes.

An application for an administration order must be made by petition, notice must be given immediately to certain receiver-related persons, and the petition cannot be withdrawn without leave of the court.

While an administration-order petition is pending, the company generally cannot be wound up, have security enforced, face repossession, or have legal proceedings continued without court leave.

An administration order stops winding-up actions and most enforcement steps against the company, and can require receivers to vacate office.

Certain invoices, orders for goods, and business letters must include the administrator’s name and a statement that the company is being managed by the administrator when an administration order is in force.

The court may fill a vacancy in the administrator’s office, and certain company-related persons may apply for that order.

The administrator of a company has broad powers to manage the company’s affairs, business, and property.

The administrator may deal with certain secured company property, and the court may authorize disposal in some cases.

A company administrator must take control of the company’s property on appointment, manage the company’s affairs and property, and call a creditors’ meeting when the stated conditions are met.

The company administrator may ask the court to discharge or vary an administration order, must do so in some cases, and must send the Registrar an office copy within 14 days if the order is discharged or varied.

A company administrator can be removed by court order, may resign in the prescribed circumstances after notifying the court, and must vacate office if they lose qualification or the administration order is discharged.

A former company administrator gets release from liability from the relevant time, and the court may set that time in non-death cases.

If an administration order is made, the administrator must notify the company, publish notice, notify creditors, and send an office copy to the Registrar and other prescribed persons.

If an administration order has been made, the administrator can require certain people to prepare and submit a statement of the company’s affairs.

If an administration order has been made, the administrator must file and circulate a statement of proposals within three months, unless the court allows more time.

Creditors’ meeting must approve the administrator’s proposals, and may approve them with modifications only if the administrator consents.

An administrator must notify creditors and members about proposed substantial revisions and cannot make the revisions unless the creditors’ meeting approves them.

A creditors’ meeting may set up a creditors’ committee, and the committee may require the administrator to attend and provide information with at least seven days’ notice.

A creditor or member may ask the court for an order if an administration order is in force and the administrator’s conduct is unfairly prejudicial.

The court may make orders on an application under section 268, and the administrator must send the Registrar an office copy of a discharge order within 14 days.

The High Court and the District or Resident Magistrate Court have jurisdiction to wind up certain companies, and the Minister may make regulations for winding-up limited liability single shareholder companies.

If the High Court orders a company to be wound up, it may direct later proceedings to continue in a Resident Magistrates’ Court.

The High Court may move a winding up case from one Resident Magistrates’ Court to another if that would be more convenient.

If a legal question arises in a winding up case in a Resident Magistrates’ Court and the parties (or one party plus the magistrate) want it decided first by the High Court, the magistrate must state the facts and question of law as a special case.

A company may be wound up by the court if certain conditions are met.

A company is treated as unable to pay its debts if any of four listed conditions is met.

This section says who may present a winding-up petition to the court and sets limits on when contributories, the court, the official receiver, and the Attorney General may act.

The court may dismiss a winding-up petition, adjourn it, make interim orders, or make any other order it thinks fit; in some cases it must make a winding-up order.

After a winding-up petition is presented, the company, a creditor, or a contributory may ask the court to stay proceedings or restrain further steps against the company.

After a court winding-up begins, later dispositions of company property, share transfers, and changes in members’ status are void unless the court orders otherwise.

If a company is being wound up by the court, later attachments, sequestrations, distress, or executions against its assets are void.

This section sets when a company’s winding-up is treated as having started.

When a winding-up order is made, the company must immediately send a copy of the order to the Registrar for registration.

After a winding-up order, or once an interim liquidator has been appointed under section 298, no action or proceeding may continue or start against the company unless the court gives leave.

A winding-up order is to take effect for the benefit of all creditors and contributories as if it had been made on the joint petition of a creditor and a contributory.

For company winding-up by the court, “official receiver” means the official receiver attached to the court for bankruptcy purposes.

If a company is being wound up by the court, the court may appoint another officer as official receiver when that would make the winding-up more convenient and economical.

After a winding-up order or interim liquidator appointment, the company’s affairs statement must be prepared, verified, and submitted to the official receiver, usually within 21 days. Certain creditors or contributories may inspect and copy it, and false claims to be a creditor or contributory can lead to an offence and fine.

After a winding-up order, the official receiver must submit a preliminary report to the court as soon as practicable, and may also make further reports if he thinks fit.

The court may appoint one or more liquidators for company winding-up proceedings.

The court may appoint the official receiver as liquidator after a winding-up petition is presented and before a winding-up order is made.

After a winding-up order, the official receiver becomes provisional liquidator, must call separate meetings of creditors and contributories, and may become or remain the liquidator if the court does not appoint one.

A person appointed liquidator instead of the official receiver cannot act until the appointment is notified to the Registrar and security is given; the person must also provide the official receiver with information, access to books, facilities for inspection, and other needed assistance.

A court-appointed liquidator may resign, and the court can remove the liquidator for cause, fill vacancies, decide how multiple liquidators act, and direct their remuneration.

If a winding-up order has been made or an interim liquidator has been appointed, the liquidator must take the company’s property and choses in action into custody or control.

When a company is being wound up by the court, the court may order company property to vest in the liquidator, and the liquidator may bring or defend legal proceedings about that property.

A court-appointed liquidator may exercise listed powers in a winding-up, but some actions need the court’s or committee of inspection’s sanction and all powers remain under court control.

The liquidator must follow creditor or contributory directions when administering and distributing the company’s assets, must call meetings when properly directed or requested, may seek court directions, and must use personal discretion in managing the estate subject to the Act.

A court-appointed liquidator must keep proper books and record meeting proceedings and other prescribed matters. Creditors or contributories may inspect the books, but only under the court’s control.

A liquidator must pay company money to the official receiver as directed, and must not put liquidation money into a private bank account.

A liquidator (other than the official receiver) must regularly send accounts of receipts and payments to the official receiver, and the account must be in the prescribed form and verified.

The official receiver must watch liquidators’ conduct and can investigate or refer matters to court in winding-up cases.

The court must prepare and consider a report on a liquidator’s accounts before deciding whether to release the liquidator.

After a winding-up order, the meetings of creditors and contributories must decide whether to ask the court to appoint a committee of inspection and who its members should be. The court can then make the orders needed to carry out that decision.

This section sets how a committee of inspection is made up, how it meets, how it acts, and how vacancies are filled or end.

If there is no committee of inspection in a winding-up, the court may act instead, on the liquidator’s application; if the official receiver is the liquidator, that person may act without applying to court.

The court may stay winding-up proceedings on application and proof, and the company must immediately send any such order to the Registrar.

After a winding-up order, the court must settle a list of contributories and deal with the company’s assets and liabilities; it may skip the list if that is not needed for calls or adjusting contributories’ rights.

After a winding-up order, the court may require certain people to hand over company money, property, books, and papers to the liquidator.

After a winding-up order, the court may order a contributory to pay money owed to the company and may allow set-off in certain cases.

After a winding-up order, the court may make calls on contributories and order payment of those calls.

The court may order certain people who owe money to the company to pay it into a specified bank for the liquidator, and the order can be enforced like a payment order to the liquidator.

A court order on a contributory is conclusive evidence that any money shown as due or ordered to be paid is due, unless an appeal right applies.

If the official receiver becomes liquidator, he may ask the court to appoint a special manager, and the court may appoint one. The special manager must give security and account as directed, and may be paid by the court.

The court may set deadlines for creditors to prove their debts or claims, and creditors who miss the time may be excluded from distributions made before proof is completed.

The court must adjust contributories’ rights among themselves and distribute any surplus to the persons entitled to it.

After a winding-up order, the court may allow creditors and contributories to inspect the company’s books and papers, and their inspection is limited to that purpose.

The court may order winding-up costs, charges, and expenses to be paid from company assets if the assets are not enough to cover liabilities.

The court may summon certain company-related persons, examine them on oath, require company books and papers, and arrest a summoned person who fails to appear without lawful excuse.

In a court winding-up, the court may require a company officer to attend certain meetings to provide information about the company.

If a company is being wound up and the official receiver reports suspected fraud, the court may order a person or officer to attend and be publicly examined.

The court may arrest certain company-related persons and have their books, papers, and movable property seized and kept safe if there is probable cause they are trying to leave Tanzania or hide assets to avoid payment or examination.

The court’s powers under this Act add to, and do not limit, its existing powers to bring proceedings against contributories or debtors to recover calls or other sums.

The Minister may make general rules letting the liquidator perform certain court powers and duties, but the liquidator cannot rectify the register of members or make a call unless the required leave or sanction is obtained.

If a company has been completely wound up and the liquidator applies, the court must order the company dissolved; the liquidator must then deliver a copy of the order to the Registrar within 14 days.

Court orders made under this Part may be enforced in the same way as decrees of that court in a suit.

If one court’s winding-up order must be enforced by another court, a certified copy must be produced to the proper officer, and that court must then take the steps needed to enforce it.

Appeals may be brought to the High Court or the Court of Appeal in the situations listed, subject to general rules and limits.

A company may be wound up voluntarily in the situations listed here, and a copy of the resolution must be sent to the Registrar within 14 days.

A company that passes a voluntary winding-up resolution must publish notice in the Gazette and a newspaper in Tanzania within 14 days.

A voluntary winding up is treated as starting when the resolution for voluntary winding up is passed.

During a voluntary winding up, the company must stop carrying on business when the winding up begins, except to the extent needed for the beneficial winding-up.

A share transfer or change in members’ status made after a voluntary winding-up starts is void unless it is made to, or approved by, the liquidator.

Directors may make a solvency declaration for a voluntary winding up, but it only has effect if made and filed on time and with the required statement of assets and liabilities.

Sections 343 to 348 apply to a members’ voluntary winding up, but only subject to section 349.

The company in general meeting must appoint one or more liquidators, and it may decide their remuneration.

If a liquidator’s office becomes vacant, the company in general meeting may fill the vacancy, subject to any arrangement with creditors.

A liquidator may, with special-resolution approval, accept shares or similar interests instead of cash when selling the company’s business or property, and a dissenting member can object within 7 days.

If a liquidator thinks the company cannot pay its debts in full on time, the liquidator must notify the Registrar, call a creditors’ meeting, and present the company’s assets and liabilities.

A liquidator must call a general meeting each year while a winding up lasts more than one year, and present an account of the liquidator’s acts and the winding up.

The liquidator must prepare a winding-up account, call a final general meeting, and file the account and meeting return with the Registrar; the company is then deemed dissolved after registration, unless the Court defers that date.

If section 346 applies, sections 357 and 358 apply to the winding-up instead of sections 347 and 348. The liquidator does not have to summon a creditors’ meeting at the end of the first year unless the section 346 meeting was held more than three months before that year ends.

Sections 351 to 358 apply to a creditors’ voluntary winding up.

The company must arrange and publicize a creditors’ meeting when voluntary winding-up is proposed, and directors must prepare information and appoint a presiding director.

Creditors and the company may nominate a liquidator, and certain people may ask the court to decide between conflicting nominations within 7 days.

Creditors may appoint up to five inspection committee members, the company may appoint additional members, and the court may replace persons if asked and it thinks fit.

The committee of inspection may fix the liquidator’s remuneration; if there is no committee, the creditors may do so.

If a liquidator’s office becomes vacant, creditors may fill the vacancy unless the liquidator was appointed by the court or by the court’s direction.

Section 345 also applies to creditors’ voluntary winding up, but the liquidator’s powers under that section need court or committee of inspection sanction instead of a special resolution.

If a winding up lasts more than a year, the liquidator must call annual meetings of the company and creditors and present an account of the winding up.

When the company’s affairs are fully wound up, the liquidator must prepare a winding-up account, call meetings of members and creditors, and file the account and meeting returns with the Registrar.

Sections 360 to 397 apply to every voluntary winding-up, including both members’ and creditors’ winding-ups.

On a company’s voluntary winding-up, its assets must first be used to pay liabilities pari passu, and any remaining assets are then distributed to members according to their rights and interests unless the articles say otherwise.

The liquidator in a voluntary winding-up may exercise specified powers, and must pay the company’s debts, adjust contributories’ rights, and notify the committee of inspection when property is sold to a connected person.

The court may appoint a liquidator if none is acting, and may remove a liquidator and appoint another on cause shown.

The liquidator must publish and file notice of his appointment within 14 days.

An arrangement with creditors can bind a company being wound up and its creditors if the required approvals are met, and certain people may appeal to court within three weeks.

The liquidator, a contributory, or a creditor may ask the court to decide winding-up questions or exercise the court’s powers, and the court may grant the request if it thinks this would be just and beneficial.

Costs of a voluntary winding-up, including the liquidator’s remuneration, are paid from the company’s assets before other claims.

A voluntary winding-up does not stop a creditor or contributory from asking the court to wind up the company, but a contributory’s application requires the court to be satisfied that contributories’ rights would be prejudiced.

In a winding-up, debts and claims can be proved against the company, including contingent, future, and damage-based claims.

In an insolvent company winding-up, bankruptcy rules apply to secured and unsecured creditors, provable debts, and valuation of annuities and future or contingent liabilities. Certain persons may also come in and make claims against the company.

In a winding-up, the company must pay preferential debts ahead of other debts.

For a company in administration or liquidation, the administrator or liquidator may ask the court to undo an undervalue transaction, but the court must not do so if the company acted in good faith for its business and had reasonable grounds to think the deal would benefit it.

This section lets an administrator or liquidator ask the court to undo a company preference, and limits court orders unless the company was motivated by the required preference-desire.

This section says when a company’s transaction at an undervalue or preference counts as a “relevant time.”

A court may make orders about company transactions or preferences, including vesting property in the company, releasing security, and requiring payments or new obligations, but certain good-faith property interests are protected.

A floating charge created within 12 months before a company’s winding-up is invalid unless the company was solvent immediately after the charge was created; part of the charge may still stand for certain cash, goods, services, or debt-discharge value, plus interest.

When a company is being wound up, the liquidator may disclaim onerous or unsaleable property with the court’s leave, subject to time limits and other conditions.

A creditor who has started execution or attachment against a company generally cannot keep that benefit against the liquidator once the company is wound up, unless the process was completed before winding-up began.

If company property is taken in execution and winding-up notice arrives, the bailiff must deliver the property or later pay the balance to the liquidator, subject to the costs of execution and a court override.

An officer of a company can commit an offence for fraudulent or concealment-related acts in the 12 months before winding up, and conviction can lead to a fine, imprisonment, or both.

An officer of a company in winding-up commits an offence if they fraudulently induce credit, deal improperly with company property, or hide/remove property in the specified period.

During a winding-up, a company officer must disclose and hand over company property and records, and must not hide property, block records, or use fictitious losses or expenses.

A contributory of a company being wound up must not destroy, alter, falsify, or make false entries in the company’s records with intent to defraud or deceive.

An officer of a company being wound up must explain a substantial loss of company property when required, or commits an offence and may be imprisoned on conviction.

If a company fails to keep proper books during winding-up, officers in default may be fined or imprisoned, unless they can show honest conduct and an excusable default.

If a company is being wound up and certain officers, liquidators, administrators, receivers, or others involved in the company’s management have mishandled company money or property or breached duties, the court may investigate and order repayment, restoration, accounting, or compensation.

During a company winding-up, the court may, on the liquidator’s application, declare that people who knowingly took part in fraudulent trading must contribute to the company’s assets.

If a company is in winding-up and insolvent liquidation conditions are met, the court may order a current or former director to contribute to the company’s assets.

A liquidator may give evidence or call witnesses when an application under sections 386 and 387 is heard. If the court makes a declaration, it may give further directions, make charges over company property or debts, enforce those charges, and rank the affected debt after other debts. The section also says sections 386 and 387 still apply even if the person may be criminally liable.

During a court or voluntary winding-up, the liquidator must report certain company offences to the Attorney General, and provide requested information and documents.

A body corporate cannot be appointed as a company liquidator; if it is appointed anyway, the appointment is void, and if it acts as liquidator it is liable to a fine.

A person must not give, agree to give, or offer valuable consideration to a company member or creditor to influence who is appointed or nominated as liquidator; doing so can lead to a fine.

If a liquidator does not correct a required filing, return, account, document, or notice default within 14 days after notice, the court may order the liquidator to fix it.

When a company is being wound up, certain invoices, orders for goods, and business letters must say that the company is in liquidation.

Certain documents connected to a company winding up are exempt from stamp duty.

When a company is being wound up, its books and papers, and the liquidators’ books and papers, are prima facie evidence of the truth of the matters recorded in them as between the company’s contributories.

This section lets the court, company, committee of inspection, or creditors direct how a dissolved company’s books and papers are disposed of, sets a post-dissolution responsibility limit after five years, requires liquidators to keep certain records for at least ten years, lets the Minister make protective rules, and penalizes breaches of those rules.

If a winding up lasts more than one year, the liquidator must file prescribed statements with the Registrar every six months until it ends.

When a company is being wound up, the liquidator must pay certain unclaimed or trust-held money to the official receiver. A claimant may ask the official receiver for payment, and an unhappy claimant may appeal to court.

A resolution passed at an adjourned meeting of creditors or contributories is treated as passed on the actual date it was passed, not any earlier date.

The court may consider creditors’ or contributories’ wishes in a company winding up and may order meetings to find out those wishes.

Affidavits or declarations for this Part may be sworn or made before specified officials in Tanzania or, outside Tanzania, before government-appointed consuls or vice-consuls.

The court may declare a company’s dissolution void if an interested person applies, and the applicant must file a certified copy of the order with the Registrar within 7 days unless the court allows more time.

The Registrar may start a strike-off process for a company that appears inactive, publish notices, and eventually strike the company off the register, which leads to dissolution unless cause is shown. A company, member, or creditor can apply to the Court for restoration within ten years.

The Registrar may start strike-off action against a company on listed grounds, must notify the company in writing, and may later strike it off if the company does not respond satisfactorily.

When a company is dissolved, its property and rights generally become Government property, except property held on trust for someone else and subject to court orders under sections 402 and 403.

The Government may disclaim title to property that vests in it under section 405, through a notice signed by the Attorney General.

The official receiver must keep a Companies Liquidation Account with approved banks, and must pay into it all money received for winding-up proceedings under the Act.

The official receiver may invest surplus liquidation-account money or place it on fixed deposit, must later restore money needed for claims, and must credit interest to the Companies Contingency Fund.

This section explains how references to receivers, managers, and administrative receivers in the Act should be read.

A body corporate cannot be appointed as receiver of a company’s property, and if it acts as receiver it may be fined on conviction.

An undischarged bankrupt must not act as receiver or manager of a company’s property for debenture holders, unless a stated exception applies.

If a court application is made to appoint a receiver for debenture holders or other creditors of a company being wound up by the court, the official receiver may be appointed.

A receiver or manager appointed under an instrument may ask the court for directions about a matter arising from performing their functions.

If a receiver or manager appointment under an instrument is found invalid, the court may order the person who made the appointment to indemnify the appointed person for liability caused only by that invalidity.

If a receiver or manager has been appointed for a company, certain company documents must state that appointment.

The court may set a receiver or manager’s remuneration on the liquidator’s application, and may later vary or amend that order.

A receiver or manager is personally liable for contracts made while performing their functions, but may be indemnified from the company’s assets.

Receivers or managers must file prescribed abstracts of receipts and payments with the Registrar every six months and again when they stop acting, unless section 426 applies.

A receiver or manager who defaults on required filings, notices, or accounts must fix the default after notice; the court can order compliance on application.

An administrative receiver is treated as having the powers listed in section 256, unless those powers conflict with the debentures. A person dealing with the receiver in good faith and for value does not have to check whether the receiver is acting within those powers.

The court may allow an administrative receiver to sell charged property, but only if the statutory test is met and the property is not within a stated exception.

An administrative receiver is treated as the company’s agent unless the company goes into liquidation, is personally liable for certain contracts made while carrying out the role, and can claim indemnity from the company’s assets for that liability.

An administrative receiver can be removed only by court order, may resign by prescribed notice, must vacate office if no longer qualified, and must notify the Registrar within 14 days after vacating office (unless death).

An administrative receiver must notify the company right away and, unless the court directs otherwise, notify the company’s creditors within 28 days; failure without reasonable excuse can lead to a fine and a daily default fine.

An administrative receiver must require certain company-related persons to prepare and submit a statement of affairs, and the statement must be verified by affidavit and filed within 21 days after notice unless the receiver releases or extends time.

An administrative receiver must send a report to specified parties within three months of appointment, with some options for unsecured creditors, and may face fines for non-compliance.

A creditors’ meeting may set up a creditors’ committee. If established, the committee can require the administrative receiver to attend and provide information, but it must give at least seven days’ notice.

This section says the Act applies to existing companies and explains how different existing company types are treated under it.

This section defines “unregistered company” to include partnerships, associations, and companies, but excludes several listed types.

An unregistered company may be wound up under this Act, but not voluntarily.

A foreign company that stops doing business in Tanzania may be wound up as an unregistered company, even if it has already been dissolved elsewhere.

If an unregistered company is wound up, people liable for its debts, liabilities, adjustment payments, or winding-up costs are treated as contributories, and contributories must pay the company the sums due from them.

This section extends the Act’s rules on staying or restraining proceedings against a company to actions against a contributory of an unregistered company in creditor-initiated applications during the winding-up period.

After a winding-up order for an unregistered company, actions or proceedings against a contributory for the company’s debt cannot continue or start unless the court gives leave.

For unregistered companies, this Part adds to—rather than limits—the Act’s winding-up provisions. The court or liquidator may use the same powers in winding up unregistered companies as in winding up registered companies, but an unregistered company is not treated as a company under this Act except when it is being wound up and only to the extent this Part allows.

This section says the Part does not change how other enactments on winding up partnerships, associations, or companies operate.

Sections 438 to 447 apply to certain foreign companies with a place of business in Tanzania, subject to one exception.

Foreign companies that start a place of business in Tanzania must file specified documents with the Registrar within 30 days.

The Registrar must certify compliance after registration documents are registered, and a registered foreign company has the same power to hold land in Tanzania as a company incorporated under the Act.