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.
AN OVERVIEW OF THE PROCEDURES FOR COMPANY REGISTRATION IN TANZANIA
In order for a person or entity to register a company in Tanzania the following steps have to be fulfilled, which include:
Submission of a letter for a proposed company name for name clearance, whereby the Registrar of Companies registry will scrutiny to establish the availability or non availability of the applied name and desirability of such name;
Name reservation, once the registry confirms that the name is available and is desirable to be used for the company registration; the applicant may reserve a name by submitting a written application to the Registrar pending registration of the company. Any such reservation shall remain in force for a period of thirty days or such longer period not exceeding sixty days as the Registrar may, for special reasons, allow and during such period no other company shall be entitled to be registered under that name;
Submission of the Memorandum and Articles of Association to the Registrar of Companies for the registration process. The Memorandum and Articles of Association should contain the names of shareholders together with their physical addresses. The shareholders should be a minimum of two (2) persons and a maximum of fifty (50) shareholders for a limited liability company;
Declaratory Form (Form 14a) and should contain the particulars of the directors, company secretary, registered office of the company and should include physical locations and postal address of the company as well as its directors, nationalities of the directors, their occupation and their dates of birth are requisite requirement to be submitted with the memorandum and articles of association;
Declaratory Statement on a specific form (Form 14b) on the compliance with all the requirements relating to the formation of the company has to be made by either a proposed director, or company secretary or an Advocate of the High Court engaged in the formation of the company which is sworn before a Commissioner for Oaths is also a mandatory form to be submitted together with the memorandum and articles of association;
Once all the documents are submitted to the Registrar of Companies, they will be reviewed to ensure compliance and thereafter assessment for payments of all necessary registration fees will be issued to the Applicant; and,
Upon payments of all the necessary fees the Registrar will issue the Applicant with a Certificate of Incorporation which contains the incorporation number, the date of incorporation, signed by the Registrar of Companies or his designated officer and sealed by the Seal of the Registrar of Companies.
After the registration of the Company, the Act provides post registration compliance requirements, which are supposed to be adhered to.
POST REGISTRATION COMPLIANCE REQUIREMENTS
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:
1. FILING OF ANNUAL RETURNS
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:
The address of the company’s registered office;
The type of the company whether it is public/private and its principal business activities;
The name and address of the Company Secretary;
The name and address of every director of the company, and ,
- For each individual director, his nationality, physical address and postal address, date of birth, business occupation and such particulars of other directorships as are required to be kept in the company’s register of directors;
- In the case of a corporate director, such particulars of other directorships he holds would be required to be kept in the company’s register in the case of an individual;
The register of members and if it is not kept at the company’s registered office, the address of the place where it is kept;
The register of the debenture holders and if it is not kept at the Company’s registered office, the address of the place where it is kept;
The names of the of the present and past shareholders together with their current shareholding or any changes that have been made to their shareholding up to the date of the return;
Any change that has been made up to the date of the return; and
Every annual return of the prescribed year should be signed by either a director or the secretary of the company.
2. ANNUAL GENERAL MEETING
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:
To have laid before the members for deliberation and approval, the annual accounts;
To have laid before the members directors report;
To have laid before the members the auditors report;
Approve the appointment of auditors for the period up until the next general meeting at which accounts are laid;
The re-election of any directors retiring and seeking re-election in accordance with any requirement in the company’s articles of association;
The election or confirmation of appointment of any directors in accordance with any requirement in the company’s articles of association; and
Appointment of the External Auditors and fixing their remuneration.
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
3. KEEPING OF BOOKS OF ACCOUNTS
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.
4. REGISTER OF MEMBERS
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.
5. CHANGE OF PARTICULARS
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.
6. ALTERATIONS TO THE MEMORANDUM
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.
7. ALLOTMENT OF SHARES
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.
8. MANDATORY REQUIREMENTS
It is a statutory requirement for every company:
To paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position, in easily legible letters;
Shall in case that it has a common seal, have its name engraved in legible letters on its seal;
Shall have its name and its registered office mentioned in legible letters in all business letters of the company and in all notices and other official publications of the company.
9. CREATION OF A CHARGE
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.
10. PHYSICAL ADDRESS
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.