The Companies Act

Foreign companies must file updated returns and, in some cases, a certified change-of-name document with the Registrar within set time limits.

Part IV applies to certain charges on property in Tanzania made or acquired by a foreign company with an established place of business in Tanzania.

A foreign company must prepare annual accounts every calendar year and file copies with the Registrar within three months after the accounts are made out. If a document is not in English, it must be accompanied by a certified translation.

A foreign company must disclose its country of incorporation and, in some business materials, director details; if its members have limited liability, it must also state that fact. The Registrar may grant an exemption from the subsection on director particulars.

A foreign company is treated as properly served with process or notices if service is addressed to a named person previously delivered to the Registrar and left at, or sent by registered post to, the delivered address.

A foreign company that stops having a place of business in Tanzania must immediately notify the Registrar in writing, and the Registrar may or must then strike it off the register in the stated circumstances.

A foreign company that fails to comply with the Part’s earlier provisions may be fined, and a continuing offence may attract a default fine.

This section defines certain terms used for sections 437 to 446.

A person must not issue, circulate, or distribute certain foreign-company offer documents in Tanzania unless they are dated and include the required particulars. A related application form must also be issued only with a compliant offer document.

A person must not issue, circulate, or distribute in Tanzania an offer document for shares or debentures of an overseas company if an expert statement is included without the expert’s written consent, after consent was withdrawn, or without a statement that consent was given and not withdrawn.

A person must not issue, circulate, or distribute certain foreign company offer documents in Tanzania unless the document has been registered with the Registrar and includes the required statements and attachments.

A person knowingly responsible for certain offer-document or share/debenture application actions in breach of sections 448 to 450 is liable to a fine.

Section 52 is extended to cover offer documents for subscription shares or debentures in companies incorporated or to be incorporated outside Tanzania.

A document offering shares or debentures of a company incorporated outside Tanzania can be treated as that company’s offer document for this Part if it would have been so treated under section 57.

The Minister must appoint a Registrar and necessary deputy and assistant registrars for company registration, may make rules about their duties, may remove appointees, and may authorize seals for authenticating related documents.

The Registrar must keep the Register of Companies, and each company must have a company registration number allocated by the Registrar.

The Registrar must establish and maintain a Register of beneficial owners and enter specified company ownership information into it.

The Registrar must make beneficial ownership information accessible to specified public authorities.

The Minister may make regulations requiring companies to pay fees to the Registrar.

The Minister may waive late-filing fees for documents under the Act, after consulting the Minister responsible for finance and by notice in the Gazette.

Paper documents delivered to the Registrar must show the company’s registered number, meet any prescribed requirements, and follow any Registrar-specified copying requirements.

This section lets documents be delivered to the Registrar in non-paper form if the required information is communicated in a prescribed or Registrar-approved form, and it sets requirements for authentication and compliance.

The Registrar may keep documents in any form if they can still be inspected and copied, must keep paper originals for 10 years, and may direct transfer of dissolved-company records to the Archives and Records Management Office after 2 years.

A registered company must keep the originals of its filed documents, for whatever period the Minister prescribes by regulations.

The Registrar may satisfy a document-supply requirement by providing the required information in prescribed non-paper form, and documents that would otherwise need a signature or seal must instead be authenticated as prescribed.

A person may require a certificate of incorporation.

People may inspect Registrar-held documents and request certified copies, subject to fees and some confidentiality/time-limit exceptions.

The Registrar may require a company to verify lodged facts to confirm their authenticity.

If a company does not fix a filing or notice default within 14 days after notice, the court may order the company and any responsible officer to исправить the default.

Certain companies must comply with section 15(2)(b) within six months from 1 July 2020, and the Minister may extend that compliance period by Gazette notice.

This section says the Act applies to banks and insurance companies, unless other specified banking or insurance laws modify or exclude its provisions.

Certain insurance and friendly-society companies must file a statement with the Registrar before starting business and twice each year, display a copy in their offices, and allow members and creditors to get a copy.

A company that carries on insurance business together with any other business is treated as an insurance company for this Act.

A company, association, or partnership with more than 20 persons must not be formed to run a business for profit unless it is registered under this Act, formed under another Act, or formed by letters patent.

A company may provide benefits for current or former employees of itself or its subsidiaries in connection with a business cessation or transfer, but only with the required resolution and any other memorandum or articles requirements.

This section defines “subsidiary company” for sections 476 and 477 as a company whose shares are owned directly or indirectly by a statutory corporation.

A statutory corporation or subsidiary company may buy all the shares in a company and become its sole member. The Minister may also exempt a subsidiary company from this Act by Gazette order.

The Minister may order a subsidiary company dissolved and may transfer its employees to the holding company or statutory corporation.

A company may keep required registers and books either in bound books or by another recording method; if it does not comply with the safeguards for non-bound records, the company and any defaulting officer are liable to fines.

A company may keep certain registers or records in non-paper form if they can be reproduced on paper, and paper-form requirements are read to allow non-paper forms in one case.

A document may be served on a company in three ways, and a document may be served on the Registrar by leaving it at or posting it to the Registrar’s office.

Late filings do not end the duty to file; the duty continues, and the Registrar may still register the document if the additional prescribed fee is paid.

A person who knowingly makes a false statement in a required return, report, certificate, accounts, or other document commits an offence.

The Minister must set maximum fines or imprisonment terms for offences under the Act, and companies and defaulting officers can face daily fines while a default, refusal, or contravention continues.

A High Court judge may order inspection or production of a company’s books or papers when the Attorney General or Registrar applies and reasonable cause is shown that a company officer committed an offence and evidence is in those records.

A court below District court level must not try any offence under this Act.

A court that imposes a fine may direct that all or part of it be used to pay the proceedings’ costs; otherwise, fines under this Act go to Tanzania’s general revenues.

This provision says the Attorney General’s criminal-proceedings rules do not stop any person from starting or continuing such proceedings.

An advocate for the defendant does not have to disclose privileged communications in proceedings brought under this Act by the Attorney General or the Registrar.

The Minister may make rules to carry out this Act, but rules in the nature of court rules need the Chief Justice’s advice; fees under the Act are set by the Minister in regulations.

If a limited company sues, a court may require security for the defendant’s costs and may pause the case until that security is provided.

A court may relieve a company officer or company auditor from liability for negligence, default, breach of duty, or breach of trust if the person acted honestly and reasonably and deserves to be excused.

Orders made by the High Court under this Act may be enforced in the same way as orders made in a pending action.

The Minister may make regulations to change specified tables in the Schedule and to prescribe matters under the Act, subject to a protection for companies registered before a Table A change.

Some subsidiary legislation continues in force after the appointed day, and the Minister may make rules to revoke it.

This section repeals the Companies Ordinance and preserves certain existing orders and prosecutions.

If a company’s winding up started before this Act came into force, the winding up is handled under the old rules rather than this Act.

This section defines when a company counts as a subsidiary, holding company, or parent company.

This section lists expressions that are defined or explained elsewhere in the Act.

This section says professional advice alone does not make a person the one whose directions company directors follow, defines “body corporate” to include foreign companies and exclude a corporation sole, and extends rules about a company’s articles to its memorandum.

References to Parts, Chapters, sections, or subsections in this Act are read as references to those same units of this Act, unless the text shows otherwise.

This section defines key terms used in the Regulations.

A company may, by ordinary resolution and subject to the Act and existing share rights, issue shares with rights or restrictions.

Shares may be issued as redeemable shares if the issue is sanctioned by an ordinary resolution, and the company decides the redemption terms and manner by special resolution before the issue.

A class’s rights may be changed if the required class consent or a special resolution is obtained, and any holder present in person or by proxy may demand a poll at the separate class meeting.

Shareholders’ rights for a class are not treated as changed just because new pari passu shares are issued, unless the shares’ terms of issue expressly say otherwise.

The company may exercise the power to pay commissions under section 58, and the commission may be satisfied in cash, by fully or partly paid shares, or by a mix of both.

The company must not recognise shares held on trust or most non-absolute interests in shares, except where the law or the articles provide otherwise.

Members who acquire shares are entitled to share certificates within the stated time, subject to the issue conditions and a payment for extra certificates.

A share certificate that is defaced, worn out, lost, or destroyed may be renewed, and the directors may set the terms for renewal.

The company has a lien over unpaid shares, and directors may exempt any share from this rule.

The company may sell shares subject to its lien if the related sum is due and remains unpaid 14 clear days after written notice.

Directors may authorize someone to transfer shares sold to the purchaser, and the purchaser must be registered as the holder of those shares.

The company must receive the sale proceeds, use enough to pay the presently payable lien amount, and pay any remaining residue to the person entitled to the shares when the certificate is surrendered for cancellation.

Directors may call on members to pay unpaid share money, but the call has limits and members must be given at least 14 clear days’ notice.

A call is treated as made when the directors pass the resolution authorising it.

Joint holders of a share must pay all calls on that share, and they are jointly and severally liable.

If a call is unpaid after it is due, the person owing it must pay interest until payment, at the share allotment rate or, if none is fixed, up to 5% per year. Directors may waive the interest in whole or in part.

An unpaid amount payable on a share allotment or at a fixed date is treated as a call.

Directors may, when shares are issued and subject to the terms of allotment, treat holders differently about how much calls must be paid and when payments are due.

Directors may accept advance payment of unpaid share money from a willing member and may pay agreed interest, capped at 6% per year unless the company in general meeting directs otherwise.

Share transfer instruments must be in an approved form, signed by the transferor and, unless the share is fully paid up, the transferee; the transferor is treated as the holder until the transferee’s name is entered in the register.

The director may refuse to register a share transfer in several listed situations.

If directors refuse to register a transfer, they must send the transferee notice of the refusal within 60 days after the transfer was lodged with the company.

Directors may suspend registration of share transfers, but only for periods they तयermine and not for more than 30 days in any year.

No fee may be charged for registering an instrument of transfer or other document relating to or affecting title to a share.

If a member dies, the company must recognise only the specified survivors or personal representatives as entitled to the deceased member’s share interest.

A person who inherits or acquires a share because a member died or became bankrupt may ask to be registered as the holder, or may nominate someone else as transferee.

A person who becomes entitled to a share because the holder died or became bankrupt gets the rights of a registered holder, except that they cannot exercise membership rights at company meetings until registered.

If a call is unpaid after it is due, directors may give at least 14 clear days’ notice demanding payment of the unpaid amount plus any accrued interest.

If a notice is not complied with, the share it relates to may be forfeited by directors before the required payment is made.

Directors may sell, re-allot, or otherwise dispose of a forfeited share, may cancel the forfeiture before disposal, and may authorise someone to sign the transfer instrument.

If shares are forfeited, the person must stop being a member for those shares and surrender the share certificate; they remain liable for unpaid money, and directors may waive or enforce payment.

A director’s or secretary’s statutory declaration that a share has been forfeited is conclusive evidence of the stated facts and can give good title to the share, subject to any needed transfer instrument.

A company may, by ordinary resolution, change its share capital in several ways, including increasing it, consolidating or dividing shares, subdividing shares, or cancelling unissued shares.

If share consolidation leaves members with fractional shares, the directors may sell those fractions and arrange the transfer paperwork.

A company may reduce its share capital, capital redemption reserve fund, or share premium account by special resolution, subject to the Act.

The company must hold an annual general meeting every year and say so in the notice calling the meeting.

General meetings that are not annual general meetings are called extraordinary general meetings.

Directors may call an extraordinary general meeting whenever they think fit, and in some cases requisitionists, any director, or two members may also call the meeting.

A general meeting must be called with 21 clear days’ written notice, which must state the time, place, and general business; an annual general meeting must also be identified as such.

Notice must be given to members, certain persons entitled by a member’s death or bankruptcy, directors, and auditors, but accidental omission or non-receipt of notice does not invalidate the meeting.

Business transacted at an extraordinary general meeting, and most business at an annual general meeting, is treated as special business.

A general meeting cannot transact business unless a quorum is present.

If a quorum is not present within half an hour after the meeting time, or if it later drops below quorum, the meeting is adjourned.

The board chairman, or another nominated director if the chairman is absent, must preside at a general meeting. If neither is present and willing to act after 15 minutes, the directors present must choose a chairman, and a sole director present becomes chairman.

If no director will act as chairman, or none is present within 15 minutes after the meeting time, the members present must choose one of themselves to chair the meeting.

A director has the right to attend and speak at company general meetings and separate class meetings, even if not a member.

The chairman may adjourn a meeting, and must do so if the meeting directs. If the meeting is adjourned for 14 days or more, at least 7 clear days’ notice and the general nature of the business must be given.

At a general meeting, resolutions are decided by a show of hands unless a poll is demanded in time.

If no poll is demanded, the chairman’s declaration on the result of a resolution and the matching minute entry count as evidence of that fact.

A demand for a poll may be withdrawn before the poll is taken.

If a poll is properly demanded, the chairman decides how it is taken, and the poll result counts as the meeting’s resolution.

If votes are equal, the meeting chairman may cast an extra deciding vote.

Polls demanded on a chairman election or adjournment question must be taken immediately; other demanded polls may be taken immediately or within 30 days as the chairman directs.

A written resolution signed by or for every member who could vote on it is treated as if it were passed at a duly convened general meeting.

Members have one vote per share on a poll, subject to any share rights or restrictions, and the show-of-hands rule is limited to eligible members present in the required way.

For joint holders, only the senior joint holder’s vote counts if that person votes, including by proxy.

A member whose estate has a manager appointed may vote through that manager, and the manager may vote by proxy on a poll.

A member cannot vote at a general meeting or class meeting unless the member has paid all calls or other sums currently payable on the shares.

Objections to a voter’s qualification can only be raised at the relevant meeting or adjourned meeting; objections made in time go to the chairman, whose decision is final.

On a poll, votes may be cast personally or by proxy, and a member may appoint more than one proxy for the same occasion.

A proxy appointment must be in writing and properly executed; if the appointor is a corporation, it must be signed or sealed as specified. A proxy does not have to be a company member.

A proxy instrument and any supporting authority must be deposited at the company’s registered office or another specified place in Tanzania before the meeting, or before a poll, otherwise the proxy is not valid.

A proxy appointment instrument must follow the prescribed form, or a form as close to it as the circumstances allow.

If members are to be able to vote on a resolution through a proxy, the proxy appointment form should follow the specified wording or something very close to it.

A proxy appointment is treated as giving authority to demand or join in demanding a poll.

Votes cast under a proxy, proxy-demanded poll, or by a corporation’s duly authorised representative are valid even if the company received the prior determination before the meeting starts.

A corporate member of the company may appoint a representative to attend meetings, and that representative may exercise the corporation’s same powers.

The subscribers of the memorandum of association, or a majority of them, must तयermine in writing the number of directors and the names of the first directors; until then, the signatories are the first directors. The number of directors has no maximum, and must be at least two unless an ordinary resolution says otherwise.

The company in general meeting may set the shareholding qualification for directors.

The company is managed by its directors, who may exercise the company’s powers, subject to the Act, the memorandum and articles, and any special resolution directions.

Directors may appoint a person as the company’s attorney or agent by power of attorney.

The directors may borrow money, mortgage or charge company property and capital, and issue debentures and other securities.

The company may use powers under sections 127 to 130 for a branch register, and directors may make and change regulations about keeping that register, subject to those sections.

Directors may appoint one of their number as managing director or to another executive office, make related employment/service arrangements, set the terms, and pay remuneration they consider fit.

A director with an interest in a company contract or proposed contract must declare the nature of that interest at a directors’ meeting.

A director may take part in transactions or arrangements involving the company, and may hold roles or interests in related bodies corporate, if the director has disclosed the nature and extent of the material interest. The provision also says a director or the director’s firm may not act as auditor to the company.

For articles 76 and 77, a general notice to directors can count as disclosure of a director’s interest, and an unknown interest that the director could not reasonably be expected to know about is not treated as the director’s interest.

Directors may determine by resolution how the company’s negotiable instruments and receipts are executed.

Directors must keep minutes in the proper books for appointments of officers, directors present, and company and committee proceedings and resolutions.

The company must set directors’ remuneration by ordinary resolution, and directors may be paid properly incurred travel, hotel, and other expenses.

Directors may pay retirement gratuities, pensions, or allowances to qualifying directors, widows, or dependants, and may fund those payments through contributions or premiums.

A director’s office must be vacated if certain disqualifying or resignation events happen.

The company may appoint a willing person as a director by ordinary resolution.

The directors may appoint a willing person as a director to fill a vacancy or add another director, so long as the total number does not exceed the limit in the articles. An appointed director serves only until the next annual general meeting and may then be re-elected.

A company may remove a director by ordinary resolution if special notice has been given.

The company may appoint replacement or additional directors by ordinary resolution.

Directors may manage their meetings, a director may call a meeting, the secretary must call one if a director asks, and absent directors in Tanzania do not need to be given notice.

The directors may set the quorum for conducting the directors’ business; if they do not, the quorum is two.

Continuing directors may act despite vacancies, but if the number falls below quorum they may act only to fill vacancies or call a general meeting.

Directors may appoint a chairman and set the chairman’s term; if the chairman is absent, unwilling, or not present within five minutes, directors present may choose another chairman for the meeting.

Directors may delegate powers to a committee of one or more directors, and that committee must follow any regulations the directors impose.

Acts done by directors, a directors’ committee, or a person acting as a director remain valid even if there was a defect in appointment, disqualification, vacancy, or lack of voting entitlement.

A written resolution signed by all directors entitled to notice is valid as if passed at a properly convened directors’ meeting.

A director must not vote on a resolution about a matter where the director has a material conflicting interest or duty, unless the articles provide otherwise.

A director cannot be counted in the quorum for a meeting on a resolution they are not entitled to vote on.

The company may use an ordinary resolution to suspend or relax rules in its articles that stop a director from voting at directors’ meetings or committee meetings.

Directors concerned may have proposals split and considered separately, and they are entitled to vote and count toward quorum on each resolution except their own appointment.

If a voting-right question arises at a directors’ meeting or committee meeting, it may be referred to the chairman before the meeting ends; the chairman’s ruling is final except for himself.

Directors appoint the secretary on whatever term, pay, and conditions they consider fit, and may remove the secretary after appointment.

A requirement or authorisation involving both a director and the secretary cannot be met by one person acting in both roles.

The seal may only be used under the authority of the directors or an authorised committee, and the directors can तयermine who signs instruments sealed with it.

The company may declare dividends by ordinary resolution, subject to section 183 and the members’ respective rights, and no dividend may be more than the amount recommended by the directors.

Directors may pay interim dividends to members if the Act allows it and the dividends are justified by distributable profits.

Directors may set aside company profits as reserves before recommending a dividend, use those reserves for proper purposes, invest them other than in company shares, or carry forward profits they think should not be divided.

Dividends must be declared and paid in proportion to the amounts paid on the shares, subject to any rights attached to shares.

A general meeting that declares a dividend may, on the directors’ recommendation, pay the dividend with assets instead of cash. If distribution is difficult, the directors may resolve the issue, issue fractional certificates, set asset values for distribution, authorize cash payments to members to adjust their rights, and vest assets in trustees.

A company may pay cash dividends, interest, or other share-related money by cheque sent by post to the registered address of the holder, or by a written direction for joint holders.

Dividend or other money payable for a share does not bear interest against the company unless the share’s attached rights say otherwise.

A dividend left unclaimed for 12 years after it became due may, if the directors resolve, be forfeited and stop being owed by the company.

Directors must ensure the company keeps proper books of account.

The company’s books of account must be kept at the registered office, or at another place the directors choose if section 154(4) allows it.

A company member has no general right to inspect the company’s accounting records, books, or documents unless a statute, the directors, or an ordinary company resolution allows it.

Directors must prepare and lay before the company in general meeting the specified accounts and reports.

The company must send its annual accounts, director’s report, and auditor’s report to members and debenture holders at least 21 days before the general meeting.

Directors may, with an ordinary resolution, capitalise distributable amounts and use them to pay unpaid share amounts or issue fully paid shares or debentures, and they may set rules for fractional entitlements.

Auditors must be appointed, and their duties are regulated under sections 173 to 182 of the Act.

Notices under the articles must generally be in writing, except notices calling a directors’ meeting. The company may give notices to a member personally, by prepaid post, or by leaving them at the member’s registered address. Posted notices are treated as served 72 hours after posting. A member outside Tanzania who gives a Tanzanian address for notices is entitled to receive notices from the company.

A company may give notice to joint holders of a share by giving it to the joint holder first named in the register of members.

A company may give notice to people entitled to a share after a member’s death or bankruptcy, using methods allowed by the articles and the person’s supplied Tanzania address; if no address has been supplied, notice may be given as if the death or bankruptcy had not happened.

A member who is present at a company meeting, in person or by proxy, is treated as having received notice of the purpose of that meeting.

When a company is being wound up, the liquidator may distribute assets in specie or place assets in trust if the required sanctions are obtained, and members cannot be forced to take shares or securities that carry liability.

Directors, officers, and auditors are entitled to indemnity from company assets for liabilities incurred while defending covered proceedings, subject to the Act.

Part 1 of Table A applies, except regulation 22.

This section says a private company’s share transfers are restricted, it cannot invite the public to subscribe for shares or debentures, it cannot issue bearer share warrants, and it is limited to fifty members.

Directors may refuse to register a share transfer at their absolute discretion, without giving a reason.

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This is a form for a company limited by guarantee with no share capital. It says each member must contribute to the company’s assets if the company is wound up, up to the stated cap in shillings.

This provision appears to be a blank form/page with a heading and signature lines, not a substantive rule.

This section defines key terms used in the articles and explains how certain words should be interpreted.

The company is registered with a proposed number of members, and the directors may later register an increase in that number.

The people who sign the memorandum of association, and anyone the directors admit to membership, are members of the company.

The company must hold an annual general meeting every year, state it as such in the notice, and keep no more than 15 months between annual general meetings. Directors appoint the time and place.

General meetings other than annual general meetings are to be called extraordinary general meetings.