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Tanzania Act or statute

Parliament of Tanzania

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…

accountingaccounting recordsadjournmentadministrationadministration of company affairsadministration orderadministration ordersadministrative receiversadministrative receivershipadministrator dutiesadministrator noticeadministrator proposalsaffidavitsagencyannual accountsannual general meetingsannual meetingsapplication of Actapplication of provisionsappointment of liquidatorappointmentsappointments and retirementarrangements with creditorsarticles of associationasset collection and distributionasset custodyasset disposalasset distributionasset enforcementasset saleasset seizureasset vestingassociationsattachmentauditauditor liabilityauditorsauthenticationbank deposit of receiptsbank depositsbank payment of company debtsbank paymentsbankruptcybankruptcy rulesbanksbeneficial ownershipbeneficial ownership compliancebeneficial ownership information accessbeneficial ownership registerbinding effectboard appointmentsboard compositionboard decision validityboard governanceboard 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filingcourt jurisdictioncourt leavecourt orderscourt petitionscourt powercourt powerscourt procedurecourt proceedingscourt proceedings transfercourt reliefcourt removalcourt winding upcourt-authorised bankingcreditor approvalcreditor communicationscreditor meetingscreditor proposalscreditor protectioncreditorscreditors claimscreditors meetingcreditors' committeecreditors' meetingcreditors' meetingscreditors’ voluntary winding upcross-border company offersdeath or bankruptcydebenture holdersdebenturesdebtdebt enforcementdebt payment incapacitydebt prioritydebt proofdebt rankingdebt recoverydebt valuationdeceased member liabilitydefaultdefault finesdefinitionsdefinitions and interpretationdelegationdirectordirector actsdirector appointmentdirector appointmentsdirector conflicts of interestdirector dutiesdirector expensesdirector liabilitydirector meetingsdirector powersdirector qualificationsdirector quorumdirector regulationsdirector removaldirector remunerationdirector tenuredirector votingdirector/officer liabilitydirectorsdirectors meetingsdirectors' liabilitydirectors' powersdirectors' resolutiondirectors' retirement benefitsdisclaimer noticedisclaimer of propertydisclosure of interestsdisclosure requirementsdisposal of charged propertydissolutiondissolution of companydistribution of assetsdistribution of propertydividend distributiondividendsdocument certificationdocument disclosuredocument executiondocument exemptionsdocument filingdocument registrationdocument retentiondocument supplydocumentsdormant companyelectronic deliveryemployee benefitsemployee contract liabilitiesemployee transferEmployment lawemployment agreementsenforcementestate administrationestate managementevidenceevidence gatheringexclusionsexecutionexecutive officesexpert consentfalse statementsfee-settingfeesfilingfiling deadlinesfiling documentsfiling obligationsfiling with registrarfiling/compliance deadlinefilingsfilings and noticesfinal meetingfinancial statementsfinesfloating 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instrumentssolvency declarationspecial manager appointmentstatement of affairsstatutory applicationstatutory corporationsstatutory interpretationstrike offsubsidiariessubsidiary companiessubsidiary dissolutionsuccession on death or bankruptcysupervisorsupply conditionstable alterationtax information sharingtitle to sharestransaction at undervaluetransactionstransactions at under valuetransfer of interest on deathtrustsunclaimed assetsunregistered companiesvoluntary arrangementvoluntary arrangementsvoluntary winding upvoluntary winding-upvotingvoting procedurevoting rightswinding upwinding-upwinding-up filingswinding-up petitions
Jurisdiction
Tanzania
Structure
470 provisions
Citation
The Companies Act
Dates
Legal dates not recorded
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Dates
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Professional statute overview

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Official source

01

Purpose and legislative effect

“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.”

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.

02

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Signature of memorandum

Directors may convene an extraordinary general meeting, and if there are not enough directors in Tanzania to form a quorum, a director or two members may convene it instead.

Section 6

Company contracts

Directors may appoint a willing person as a director, but the board size must stay within the limit set by the articles.

Section 40

Return as to allotments

The company must send the annual accounts, director’s report, and auditor’s report to every member and every debenture holder at least 21 days before the meeting, with limited exceptions.

Section 57

Compliance with Act

Table A regulations in the Companies Act Schedule apply to the company, except regulations 34 to 36.

Section 4

04

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Source record from oagmis.oag.go.tz · Legal dates not recorded

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Provisions 401–470

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Showing 70 of 470 provisions

Provision 61Interpretation 4Short title 3Commencement

Part

PART II

§ 6Signature of memorandumProvision

Directors may convene an extraordinary general meeting, and if there are not enough directors in Tanzania to form a quorum, a director or two members may convene it instead.

6. The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 136 of the Act. If at any time there are not within Tanzania sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors. Notice of General Meetings
Section 6Verify source
§ 7Restriction on alteration of memorandumProvision

General meetings must be called on at least 21 clear days’ written notice, and the notice must state the place, day, hour, and, for special business, the general nature of that business.

7. Every general meeting shall be called by twenty-one clear days’ notice in writing at the least. The notice shall specify the place, the day and hour of meeting and, in case of special business, the general nature of that business: Provided that, a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it so agreed- (a) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety- five percent of the total voting rights at that meeting of all the members.
Section 7Verify source
§ 8Statement of company’s objects: general commercial companyProvision

Meeting notice must be given to members, relevant persons entitled through a member’s death or bankruptcy, directors, and auditors, subject to the articles.

8. Subject to the provisions of the articles, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. Proceedings at General Meetings
Section 8Verify source
§ 9Mode in which and extent to which memorandum may be alteredProvision

Business dealt with at an extraordinary general meeting, and most business dealt with at an annual general meeting, is treated as special business, except for listed annual meeting matters.

9. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election in the place of those retiring and the appointment of, and the fixing of the remuneration of the auditors.
Section 9Verify source
§ 10Articles prescribing regulations for companiesProvision

At a general meeting, business cannot proceed unless a quorum of members is present.

10. Business shall not be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; two persons, entitled to vote on the business to be transacted, 778 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.
Section 10Verify source
§ 11Regulations required in case of unlimited company or companyProvision

If a quorum is missing, the meeting is adjourned automatically.

11. If within half an hour from the time appointed for the meeting a quorum is not present, or if during the course of a meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the directors may determine.
Section 11Verify source
§ 12Adoption and application of Table AProvision

The board chairman, or another nominated director if the chairman is absent, must preside over the general meeting.

12. The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the general meeting, but if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the directors present shall elect one of their number to be chairman of the meeting and, if there is only one director present and willing to act, he shall be chairman.
Section 12Verify source
§ 13Statutory forms of memorandum and articlesProvision

If no director will act as chairman, or no director is present within 15 minutes of the appointed time, the members present must choose one of themselves to chair the meeting.

13. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be a chairman of the meeting.
Section 13Verify source
§ 14Alteration of articlesProvision

The chairman may adjourn a meeting with consent when a quorum is present, and must do so if the meeting directs it.

14. The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days notice of the adjourned meeting shall be given specifying the time and place of the meeting and the general nature of the business to be transacted. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Section 14Verify source
§ 15Registration of memorandum and articlesProvision

At a general meeting, resolutions are decided by a show of hands unless a poll is demanded in time by the chairman, at least three members, or members holding at least one-tenth of the voting rights.

15. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded- (a) by the chairman; or (b) by at least (three) members present in person or by proxy; or (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting. Unless a poll be so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to the effect in the book containing the minutes of proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the 779 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] votes recorded in favour of or against such resolution. The demand for a poll may, before the poll is taken, be withdrawn.
Section 15Verify source
§ 16Effect of registrationProvision

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

16. Except as provided in article 18, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Section 16Verify source
§ 17Conclusiveness of certificate of incorporationProvision

If votes are tied, the chairman of the meeting may cast a second or casting vote.

17. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.
Section 17Verify source
§ 18Registration of unlimited company as limitedProvision

A poll on election of a chairman or on adjournment must be taken immediately. For any other question, the chairman may direct when the poll is taken.

18. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time as the chairman of the meeting directs, and any business other than upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Section 18Verify source
§ 19Effect of memorandum and articlesProvision

A written resolution signed by or for each member who could have voted on it has the same effect as if passed at a duly convened general meeting.

19. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall have effect as if it had been passed at a general meeting duly convened and held, and may consist of several instruments in the like form each executed by or on behalf of one or more members.
Section 19Verify source
§ 20Memorandum and articles of company limited by guaranteeProvision

Every member has one vote.

20. Every member shall have one vote. Vote of Members
Section 20Verify source
§ 21Effect of alteration on company’s membersProvision

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

21. A member in respect of whose estate a manager has been appointed under section 24(5) of the Mental Health Act, may vote, whether on a show of hands or on a poll, by his said manager, and any such manager may, on a poll, vote by proxy.
Section 21Verify source
§ 22Power to alter conditions in memorandum which could haveProvision

A member may vote at a general meeting only if all money presently payable to the company has been paid.

22. A member shall not be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid.
Section 22Verify source
§ 23Copies of memorandum and articles to be given to membersProvision

On a poll, votes may be given personally or by proxy.

23. On a poll votes may be given either personally or by proxy.
Section 23Verify source
§ 24Membership of CompanyProvision

A proxy appointment must be made in writing and signed by the appointor or an authorised attorney; for a corporation, sealing or signature by an authorised officer or attorney is allowed. A proxy does not have to be a company member.

24. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company.
Section 24Verify source
§ 25Definition of memberInterpretation

A proxy instrument, and any authority supporting its signature, must be deposited at the company’s registered office or another specified place before the meeting or poll, or it will not be valid.

25. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within the Territory as is specified 780 Cap. 98 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] for that purpose in the notice convening the meeting, not less than forty eighty hours before the time for holding the meeting of adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
Section 25Verify source
§ 26Membership of holding companyProvision

An instrument appointing a proxy must use the prescribed form, or as close to it as circumstances allow.

26. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit- the above-named “...................................... Limited I/We ...................................... of ......................................, being a member/ appoint members of ....................... ......................................, ............... to vote for me/us on my/our behalf at the {annual or extraordinary, as the case may be} general meeting of the company to be held on the ................ day of .................. 20........, and at any adjournment thereof. of ....................................., company, hereby him as my/our failing proxy or of Signed this ..........................day of .............................. 20........”.
Section 26Verify source
§ 27Members severally liable for debts where business carried on with fewerProvision

If a proxy is used for voting on a resolution, the proxy instrument must follow the prescribed form, or as close to it as circumstances allow.

27. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit- “........................................... Limited. I/WE ......................................., being a ...................................... of member/members of the above named company, hereby appoint ... ................................... of .................. or failing him .......................... of ......................., as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be} general meeting of the company to be held on the ......................... day of ..........................
Section 27Verify source
§ 20Memorandum and articles of company limited by guaranteeProvision

A proxy may vote as he thinks fit unless the proxy is otherwise instructed.

20......., and at any adjournment thereof. Signed this .................................... day of ................................... 20........”. This form is to be used in favour of /against the resolution.* Unless otherwise instructed, the proxy will vote as he thinks fit. * strike out whichever is not desired
Section 20Verify source
§ 28Single shareholderProvision

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

28. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
Section 28Verify source
§ 29Meaning of “private company”Commencement

A proxy vote or proxy-demanded poll remains valid even if the voter’s authority had already ended, unless the company received notice before the meeting starts.

29. A vote given in accordance with the terms of an instrument of proxy, or poll demanded by proxy, or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination 781 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] of the authority of the person voting or demanding a poll unless notice of the determination was received by the company at its registered office (or at such other place at which the instrument of proxy was duly deposited) before the commencement of the meeting or adjourned meeting at which the proxy is used. Corporations Acting By Representation at Meetings
Section 29Verify source
§ 30Consequences of default in complying with conditions constitutingProvision

A corporation that is a member of the company may authorize someone to act as its representative at a company meeting, and that person may exercise the corporation’s powers there.

30. Any corporation which is a member of the company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company. Directors
Section 30Verify source
§ 31Company ceasing to be private companyProvision

The provision requires the subscribers (or a majority of them) to तय determine in writing the number and names of the first directors; until then, the Memorandum signatories are the first directors, and the number of directors must be at least two unless an ordinary resolution says otherwise.

31. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them and until such determination the signatories to the Memorandum of Association shall be the first directors. Unless otherwise determined by ordinary resolution, the number of directors shall not be subject to any maximum but shall be not less than two.
Section 31Verify source
§ 32Reservation of name and prohibition of undesirable nameProvision

The company in general meeting must determine directors’ remuneration, and directors must be paid properly incurred travel, hotel, and other expenses for specified company business and meetings.

32. The remuneration of the directors shall be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors shall also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company. Borrowing Powers
Section 32Verify source
§ 33Change of nameProvision

The director may use the company’s powers to borrow money, mortgage or charge its property, and issue debentures or other securities.

33. The director may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the company or any third party. Powers and Duties of Directors
Section 33Verify source
§ 34Power to dispense with “Limited”Provision

Directors manage the company’s business and may exercise the company’s powers, subject to the Act, the memorandum, the articles, and any special resolution directions.

34. Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the company shall be managed by the directors, who may exercise 782 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] all the powers of the company. No alteration of the memorandum or articles and no such directions shall invalidate any prior act of the directors which would otherwise have been valid. The powers given by this article shall not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.
Section 34Verify source
§ 35Power to require company to abandon misleading nameProvision

Directors may appoint a person as the company’s attorney or agent by power of attorney, on terms they determine.

35. The directors may by power of attorney appoint any person to be the attorney or agent of the company for such purposes and on such conditions as they determine, including authority for the attorney or agent to delegate all or any of his powers.
Section 35Verify source
§ 36Penalty for improper use of “limited” or “public limited company” etcOffence

The directors decide by resolution how company cheques, negotiable instruments, and receipts for money paid to the company must be signed or otherwise executed.

36. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as they case may be, in such manner as the directors shall by resolution determine.
Section 36Verify source
§ 37company’s capacity not limited by its memorandumProvision

Directors must keep minutes in the prescribed books for appointments of officers, directors’ attendance, and company/directors’ resolutions and proceedings.

37. The directors shall cause minutes to be made in books provided for the purpose- (a) of all appointments of officers made by the directors; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; and (c) of all resolutions and proceedings at all meetings of the company, and of the directors, and of committees of directors. Disqualification of Directors
Section 37Verify source
§ 38Power of directors to bind companyProvision

A director’s office must be vacated if specified events occur, including bankruptcy, unsound mind, resignation, prohibited status, certain undisclosed interests, or holding another office of profit without consent.

38. The office of director shall be vacated if the director– (a) without the consent of the company in general meeting holds any other office of profit under the company; (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) ceases to be a director by virtue of any provision of the Act or becomes prohibited by law from being a director; (d) becomes of unsound mind; (e) resigns his office by notice in writing to the company; or (f) is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by the Act, a director shall not vote in respect of any contract in which he is interested or any matter arising thereat, and if he does so vote shall not be counted.
Section 38Verify source
§ 39No duty to enquire as to capacity of company or authority of directorsProvision

A company may appoint a willing person as a director by ordinary resolution to fill a vacancy or add an extra director.

39. The company may by ordinary resolution appoint a person who is willing to act as director to fill a vacancy or be an additional director. 783 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023]
Section 39Verify source
§ 40Company contractsProvision

Directors may appoint a willing person as a director, but the board size must stay within the limit set by the articles.

40. The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, but so that the total number of directors shall not at anytime exceed the number fixed by or in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election.
Section 40Verify source
§ 41Execution of documentsProvision

A company may remove a director by ordinary resolution if special notice was given under section 147.

41. The company may by ordinary resolution, of which special notice had been given in accordance with section 147 of the Act, remove any director before the expiration of his period of office notwithstanding anything in the article or any agreement between the company and such director. Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the company.
Section 41Verify source
§ 42Pre-incorporation contracts, deeds and obligationsProvision

The company may appoint a replacement director by ordinary resolution, and the company in general meeting may appoint directors to fill vacancies or add new directors.

42. The company may by ordinary resolution appoint another person in place of a director removed from office under the immediately preceding article. Without prejudice to the powers of the directors under article 40 the company in general meeting may appoint any person to be a director either to fill a vacancy or as an additional director. Proceedings of Directors
Section 42Verify source
§ 43Bills of exchange and promissory notesProvision

Directors may manage their meetings, a director may call a meeting, the secretary must call a meeting when a director asks, and the chairman has a casting vote if votes are tied.

43. Subject to the provisions of the articles, the directors may regulate their meetings as they think fit. Questions arising at a meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary at the request of a director shall, call a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director who is absent from Tanzania.
Section 43Verify source
§ 44Execution of deeds abroadProvision

Directors may set the quorum for their business; if they do not, the quorum is two.

44. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.
Section 44Verify source
§ 45Power for company to have official seal for use abroadProvision

Continuing directors may act despite a vacancy, but if their number falls below the required quorum they may act only to restore the number of directors or summon a general meeting.

45. The continuing directors may act notwithstanding any vacancy but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.
Section 45Verify source
§ 46Authentication of documentsProvision

Directors may appoint one of their number as board chairman and set the chairman’s term, and the appointed director must preside at meetings when present unless unwilling.

46. The directors may appoint one of their number to be the chairman of the board of directors and determine the period of which he is to hold office. Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present. But if no such chairman is appointed, or if he is unwilling to preside, or if at 784 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.
Section 46Verify source
§ 47Public and private companiesProvision

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

47. The directors may delegate any of their powers to any committee consisting of one or more directors; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. Subject to any such regulations, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying.
Section 47Verify source
§ 48Dating of offer documentProvision

Acts done by directors, a directors’ committee, or a person acting as a director remain valid even if a director’s appointment, qualification, office status, or voting entitlement is later found defective.

48. All acts done by a meeting of the directors or of a committee of directors or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director, or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and was entitled to vote.
Section 48Verify source
§ 49Matters to be stated and reports to be set out in offer documentProvision

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

49. A resolution in writing, signed by all the directors entitled to receive notice of a meeting of the directors, or of a committee of directors, shall be as valid and effectual as if it had been passed at a meeting of the directors or (as the case may be) a committee of directors duly convened and held, and may consist of several documents in the like form each signed by one or more directors. Secretary
Section 49Verify source
§ 50Expert’s consent to issue of offer document containing statement by himProvision

The directors appoint the secretary on terms, pay, and conditions they decide, and they may remove that secretary.

50. The secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
Section 50Verify source
§ 51Registration of offer documentProvision

A requirement or authorization involving a director and the secretary is not met if the same person acts as both.

51. The provisions of the Act or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary. The Seal
Section 51Verify source
§ 52Civil liability for misstatements in offer documentProvision

The seal may only be used with the directors’ authority or by an authorised committee of directors.

52. The seal shall only be used by the authority of the directors or of a committee of the directors authorised by the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by a second director. 785 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] Accounts
Section 52Verify source
§ 53Criminal liability for misstatements in offer documentProvision

Directors must make sure the company keeps proper books of account.

53. The directors shall cause proper books of account to be kept with respect to- (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchase of goods by the company; and (c) the assets and liabilities of the company. Property books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.
Section 53Verify source
§ 54Document containing offer of shares or debentures for sale to be deemedProvision

The company must keep its books of account at its registered office, or at another place chosen by the directors if section 154(4) applies. The books must always be available for inspection by the directors.

54. The books of account shall be kept at the registered officer of the company, or subject to section 154(4) of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.
Section 54Verify source
§ 5556. Requirements as to allotmentsProvision

A member generally has no right to inspect the company’s accounting records, books, or documents unless that right is given by statute or authorised by the directors or by ordinary resolution.

55. A member shall not, as such, have any right of inspecting any accounting records or other book or document of the company except as conferred by statute or authorised by the directors or by ordinary resolution of the company.
Section 55Verify source
§ 56Requirements as to allotmentsProvision

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

56. The directors shall in accordance with sections 153, 156 and 158 of the Act, cause to be prepared and to be laid before the company in general meeting, such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.
Section 56Verify source
§ 57Return as to allotmentsProvision

The company must send the annual accounts, director’s report, and auditor’s report to every member and every debenture holder at least 21 days before the meeting, with limited exceptions.

57. In accordance with section 167 of the Act, the copy of the company’s annual accounts to be laid before the company in general meeting together with a copy of the director’s report and the auditor’s report shall not less than twenty-one days before the date of the meeting be sent to every member of, and every holder of debentures of, the company: Provided that, this regulation shall not require a copy of those documents be to sent to any person of whose address the company is not aware or to more than one of the joint holders of any debentures the joint holders of any debentures. Audit
Section 57Verify source
§ 58Power to pay certain commissions and prohibitions of payment of allProvision

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

58. Auditors shall be appointed and their duties regulated in accordance with sections 173 to 182 of the Act. Notices
Section 58Verify source
§ 59Prohibition of provision of financial assistanceProvision

Notices under the articles generally must be in writing, but director-meeting notices do not have to be. The company may serve member notices personally, by prepaid post to the member’s registered address, or by leaving them there. Postal service is treated as effective 72 hours after posting. Certain members outside Tanzania may use a Tanzanian address for notices.

59. Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of directors need not be in writing. The company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to 786 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] the member at his registered address, or by leaving it at that address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected at the expiration of seventy-two hours after the letter containing the same was posted. A member whose registered address is not within Tanzania and who gives to the company an address within Tanzania at which notices may be given to him, shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the company. Names, addresses and occupations of subscribers Number of shares taken by each subscriber Signatures of subscribers
Section 59Verify source
§ 7Restriction on alteration of memorandumProvision

This text is a memorandum template for a company limited by guarantee with share capital, stating the company name, objects, limited liability, member contributions on winding up, and share capital divided into shares.

7. ........................................ .......................................... ......................................... Total shares taken ............................... Dated this ............ day of ............................. 20........ Witness to the above Signatures TABLE D MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL Memorandum of Association is 1st The name of the company is “......................................... Limited”. 2nd The for which company objects the is established are: ......................................... 3rd The liability of the members is limited. 4th Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding ......................................... shillings. 5th The share capital of the company shall consist of .................. shillings divided into ...................... shares of ............................. shillings each. 787 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] We, the persons whose names and addresses are subscribed, desire to be formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, addresses and occupations of subscribers Number of shares taken by each subscriber Signatures of subscribers
Section 7Verify source
§ 7Restriction on alteration of memorandumProvision

7. ........................................ .......................................... ......................................... Total shares taken ............................... Dated this ............ day of

7. ........................................ .......................................... ......................................... Total shares taken ............................... Dated this ............ day of ............................. 20........ Witness to the above Signatures ARTICLES OF ASSOCIATION TO A COMPANY PRECEDING MEMORANDUM OF ASSOCIATION
Section 7Verify source
§ 1Short titleShort title

The directors may register an increase of members.

1. The number of members with which the company proposes to be registered is, but the directors may register an increase of members.
Section 1Verify source
§ 2InterpretationInterpretation

Table A regulations from the Companies Act Schedule are treated as part of these articles and apply to the company.

2. The regulations of Table A set out in the Schedule to the Companies Act shall be deemed to be incorporated with these articles and shall apply to the company. Names, addresses and occupations of subscribers Signatures of subscribers
Section 2Verify source
§ 1Short titleShort title

Section 1 is the short title provision.

1. ............................................................... ...............................................................
Section 1Verify source
§ 2InterpretationInterpretation

2. ............................................................... ...............................................................

2. ............................................................... ...............................................................
Section 2Verify source
§ 3Mode of forming incorporated companyProvision

3. ............................................................... ...............................................................

3. ............................................................... ...............................................................
Section 3Verify source
§ 4Compliance with ActProvision

4. ............................................................... ...............................................................

4. ............................................................... ...............................................................
Section 4Verify source
§ 5Requirements with respect to memorandumProvision

5. ............................................................... ...............................................................

5. ............................................................... ...............................................................
Section 5Verify source
§ 6Signature of memorandumProvision

6. ............................................................... ...............................................................

6. ............................................................... ...............................................................
Section 6Verify source
§ 7Restriction on alteration of memorandumProvision

This section is a form for a company memorandum and articles of association, including blanks for the company name, objects, subscribers, shares, and signatures.

7. ............................................................... ............................................................... Dated this ............ day of ............................. 20........ Witness to the above Signatures 788 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COMPANIES ACT [CAP. 212 R.E. 2023] TABLE E MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL Memorandum of Association is 1st The name of the company is “..............................................” 2nd The objects for which the company is established are..................... We, the persons whose names and addresses are subscribed, desire to be formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, addresses and occupations of subscribers Number of shares taken by each subscriber Signatures of subscribers Dated this ............ day of ............................. 20........ Witness to the above Signature / Signatures ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION
Section 7Verify source
§ 1Short titleShort title

The company’s registered number of members is left blank here, and the directors may register an increase of members.

1. The number of members with which the company proposes to be registered is ............... but the directors may register an increase of members.
Section 1Verify source
§ 2InterpretationInterpretation

This section provides a fill-in-the-blanks statement for the company’s share capital and shares.

2. The share capital of the company is ........................ shillings divided into ...................... shares ....................... of .......................... shillings each.
Section 2Verify source
§ 3Mode of forming incorporated companyProvision

A company may, by special resolution, change its share capital and share structure in specified ways.

3. The company may by special resolution- (a) increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe; (b) consolidate its shares into shares of a larger amount than its existing shares; (c) subdivide its shares into shares of a smaller amount than its existing shares; (d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; and (e) reduce its share capital in any way.
Section 3Verify source
§ 4Compliance with ActProvision

Table A regulations in the Companies Act Schedule apply to the company, except regulations 34 to 36.

4. The regulations of Table A set out in the Schedule to the Companies Act (other than regulations 34 to 36 inclusive) shall be deemed to be incorporated with these articles and shall apply to the company. Signatures of subscribers Dated this ............ day of ............................. 20........ Witness to the above Signatures 789 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.
Section 4Verify source

Legislative relationships

3 referenced instruments

Names are derived from the stored provision headings and citation-enrichment layer. Treat this as a research index and verify each relationship against the source text.

A–F

1 instrument

  • Act. 58. Auditors shall be appointed and their duties regulated in accordance with sections 173 to 182 of the Act

    Section 58

G–M

1 instrument

  • Mental Health Act

    Section 21

T–Z

1 instrument

  • Table A set out in the Schedule to the Companies Act

    Sections 2, 4

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