- The Companies Act (CAP. 212);
- The Business Names (Registration) Act (CAP. 213);
- The Trade and Service Marks Act (CAP. 326).
A quick overview of what the Amendment Act amends:
1. Amendments of the Companies (CAP. 212)
The Amendment has outlined the particulars required by persons who intend to incorporate a company to include:
- date of birth or date of incorporation or registration;
- nationality or nationalities (National Identification (NIDA) for locals and passports for foreigners);
- country of residence or country of incorporation or registration.
- certificate of incorporation (in case of a company incorporated outside Tanzania)
- email, address, telephone, and residential address
- email, address, telephone and address of registered office;
- taxpayer Identification Number (in the case of Tanzanian Nationals);
- any other information as may be prescribed in the regulations.
The Amendment has imposed obligation on a company which has transferred or transmitted its shares, to notify the registrar in the manner prescribed in the regulations within 28 days from the date of transfer or transmission. The notifications shall be supported with a copy of a tax clearance certificate
The Amendment outlines qualifications for a Company Secretary. It enforces a duty on the directors to take all reasonable steps to secure a company secretary based on the following criteria:
For Public Companies
- a person qualified as an advocate;
- certified public accountant;
- auditor; or
- as the Minister may prescribe in the regulations; and
For Private Companies
Directors must secure a company secretary that has the requisite knowledge and experience of discharging the functions of the secretary of a private company.
The Amendment has changed the Minimum age of directors of the company requirement to be 18 years instead of 21 years which was the previous position of the law.
The Amendment has removed the mandatory retirement age of directors’ requirement, which was previously 70 years.
The Amendment vests the Minister in consultation with the Minister responsible for finance, by notice in the gazette, the authority to waive late filing fees of documents for the purpose of enabling effective and smooth operation of the online registration system.
The Amendment requires companies registered under the Companies Act, to keep originals of the company’s filed documents for a period as the Minister may prescribe by regulations.
The Amendments have enhanced compliance by conferring the Registrar for the purpose of ascertaining the authenticity of the facts lodged by a company, the power to require verification of the facts and documents in such a manner as he may consider appropriate.
2. Amendments Of The Business Names (Registration) Act, (CAP. 213)
- the business name;
- the general nature of the business;
- the principal place of the business;
- where the registration to be effected is that of a firm national identity number, correspondence address, the usual residential address of each of the individuals who are partners, and the corporate name and registered or principal office of every corporation which is partner;
- where the registration to be effected is that of an individual, National Identity Number, correspondence address and the usual residential address.
The Amendment has increased the fine imposed as a penalty for false statement from TShs Fifty Thousand (Tshs 50,000/=) to TShs Two Hundred Thousand (Tshs 200,000/=).
If any statement required to be furnished is false, to the knowledge of any person signing it, that person shall, upon conviction, be liable to imprisonment of either description for a term not exceeding twelve months, or to a fine not exceeding Two Hundred Thousand Shillings, or to both such fine and imprisonment.
The Amendment has increased the fine imposed on failure to furnish business name particulars or for furnishing false particulars on request by the Registrar from TShs Fifty Thousand (Tshs 50,000/=) to TShs Two Hundred Thousand (Tshs 200,000/=).
The Amendment has increased the fine imposed on failure to furnish business name particulars or for furnishing false particulars on request by the Registrar from TShs Fifty Thousand (Tshs 50,000/=) to TShs Two Hundred Thousand (Tshs 200,000/=).
Registrar may require any person (partner/secretary or any other officer of a corporation performing the duties of a secretary) to furnish necessary particulars, as may appear to the Registrar for the purpose of ascertaining whether or not such person or the firm should be registered as a business name, and if any person when so required fails to supply such particulars as it is in his power to give, or furnishes particulars which are false in any material particular, he/she shall upon conviction be liable to imprisonment for a term not exceeding one year or to a fine not exceeding two hundred thousand shillings or to both such fine and imprisonment.
The Amendment introduces a Register of business names to be kept by the Registrar, wherein shall be entered the names of firms and persons registered and each business name shall be identified by a registration number assigned to it by the Registrar.
3.Amendments of the Trade and Service Marks Act, (CAP 326).
The Amendment has introduced the electronic sealing and signing of documents by an authorised officer.
The Amendment has further introduced a non-paper form mode of delivery of documents, requisite information or evidence to the entries made in the trade and service mark register.
It shall be sufficient evidence as to the (a) delivery of a document to the Registrar; (b) delivery of documents in the prescribed form; or (c) issuance of any document by the Registrar, if communication of such document is done in any non-paper form in such a manner as may be prescribed by the Registrar or in regulations made by the Minister.
The Amendment vests the Minister with the authority to make regulations on the endorsements or notifications of undertakings of the Registrar regarding:
- correction of the registrar of trade and service mark;
- power on assignment and transmission of trade and service mark;
- Registration of registered user of trade and service mark.
Important Notice:
This publication has been prepared for information purposes only, and it does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, Cymbell Attorneys, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.
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