The Companies Act, Cap 212, governs the registration of Companies in Tanzania. The Act also provides and considers development of best practices in corporate governance by providing the post compliance requirements.
In order for a person or entity to register a company in Tanzania the following steps have to be fulfilled, which include:
After the registration of the Company, the Act provides post registration compliance requirements, which are supposed to be adhered to.
Compliance of the laws, regulations and procedures is the key elements of the corporate governance. This is achieved by ensuring that a company is always compliant with its statutory filings, reporting and filing of its annual returns. Since registration of the company is not a blanket approval to conduct their activities, companies are supposed to be compliant with the post-compliance requirements, which include:
It is a statutory duty for every company incorporated in Tanzania to file their Annual Returns with the Registrar of Companies accompanied with Audited Accounts, which are made up to a date not later than the return date. The return date is the date of the anniversary of the company’s incorporation. Every annual return date shall state the date to which it is made up and shall contain the following information:
It is a statutory requirement that every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling the same. At the annual general meeting, the Company shall transact the following business:
As long as a company holds its annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year and not more than fifteen months shall lapse between the date of one annual general meeting of a company and that of the next. It is worth noting that every company shall cause minutes of all proceedings of the general meetings, and of all proceedings at meetings of its directors are entered in a book kept for that purpose and any such minutes are to be signed by the Chairman of the meeting at which the proceedings were held, or by the Chairman of the next succeeding general meeting or meeting of directors, as the case may be, shall be evidence of the proceedings
It is a requirement of the law that every company shall keep in English or Swahili proper books of account, which are sufficient to show and explain the company’s transactions. The accounts shall disclose with reasonable accuracy at any time, the financial position of the company and enable the directors to ensure that any balance sheet, profit and loss account and cash flow statement prepared complies with the law. The books of account shall be kept at the registered office of the company or at such other place in Tanzania as the directors think fit, and shall at all times be open to inspection by the directors.
Every company shall keep a register of its members and enter in it the names and addresses of the members, distinguishing each share by its number and by its class, the shares held by each member, the amount paid or agreed to be considered as paid on the shares of each member, the date at which each person was entered in the register as a member and the date at which any person ceased to be a member. The register of members shall be kept at the registered office of the company.
It is mandatory to notify the Registrar of Companies of any changes of the company’s registered particulars kept by the Registrar and any document delivered to the Registrar for registration must state in a prominent position, the company’s incorporation number, satisfy any requirement prescribed by law and conform to such requirements as the Registrar may specify for the purposes of enabling him to copy the document. If a document is delivered to the Registrar does not comply with the requirements of the law, he may serve on the person by whom the document was delivered a notice indicating the respect in which the document does not comply.
It is only a by Special Resolution a company may alter the provisions of its memorandum, if it so wishes with respect to the objects of the company.
Whenever a company limited by shares or a company limited by guarantee and having a share capital makes any allotment of its shares, the company shall within sixty (60) days thereafter deliver to the Registrar for registration.
It is a statutory requirement for every company:
Every charge created by a company registered in Tanzania and being a charge to which the law applies so far as any security on the company’s property or undertaking is conferred thereby, it is supposed to be registered with the Registrar within forty two (42) days after the date of its creation.
It is a statutory requirement every company to have a physical registered office for communications and service of notices.
In summing up, it is important to note that the above post-compliance requirements are paramount in ensuring that the company is operating within the ambit of the guiding law, and moreover, the apposite compliance of corporate governance in any company is one of the key element in improving economic efficiency and growth as well as enhancing investor’s confidence.
Vemma Attorneys is running a fully-fledged Company Secretarial and Governance Department, which routinely conducts Legal, Compliance Audit and Spot Checks to its Clients with the aim of ensuring Clients are compliant in their affairs and assists Clients in registration of companies. This editorial is intended to give you a general over view of the Law. If you would like further information and clarification on any issue raised in this editorial, please contact.
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