IN BRIEF A QUICK LOOK INTO TRADEMARK REGISTRATION IN TANZANIA AND ZANZIBAR

/in /by

A trademark is a sign that distinguishes goods or services of one trader from those of another. According to trademark law of Tanzania and Zanzibar, a trademark must be a visible sign. A trademark is simply a word, phrase, symbol, or design that appears on the product being sold and which distinguishes itself from other words, phrases, symbols or designs in the marketplace. A service mark is a type of trademark used by the owner or authorized user to provide services instead of goods. A service mark is also represented by a word, phrase or symbol.

The purpose of this brief feature is to help you understand the overview of trademark law in Tanzania mainland and Zanzibar. Tanzania Mainland and Zanzibar are united in many areas such as foreign affairs matters; local trademark legislation is not a union matter each country has its own local trademark legislation. Since foreign affair is a union matter, international treaties that have been ratified by the United Republic of Tanzania such as Paris Convention apply to Tanzania mainland and Zanzibar. Despite the fact that Tanzania mainland and Zanzibar have different local trademark legislation, most of the issues pointed out in this guide apply to Tanzania mainland and Zanzibar unless indicated otherwise. Currently, both Tanzania mainland and Zanzibar apply international Classification of Goods and Services (Nice Classification –Eighth Edition).

This brief feature summarizes the main features of Trademark Registration in Tanzania and Zanzibar. It should not be relied upon as a substitute for obtaining specific advice before determining a course of action.

CONDUCTING SEARCH

Trademark search is not compulsory in Tanzania and Zanzibar. Trademark search is always conducted with a view to identifying whether or not the proposed trademark is identical with or similar to a registered trademark or trademark application that has already been received. The search is generally confined to single class, except for related goods covered in different classes such as mouth washes, not for medical purposes (Class 3) and mouth washes for medical purposes (Class 5). We will be in a position to advise you precisely whether the search will cover more than one class when you inform us the proposed specification of goods and services.

Trademark search is not compulsory in Tanzania and Zanzibar. Trademark search is always conducted with a view to identifying whether or not the proposed trademark is identical with or similar to a registered trademark or trademark application that has already been received. The search is generally confined to single class, except for related goods covered in different classes such as mouth washes, not for medical purposes (Class 3) and mouth washes for medical purposes (Class 5). We will be in a position to advise you precisely whether the search will cover more than one class when you inform us the proposed specification of goods and services.

Whenever the search fails to reveal a trademark, which is identical with, or similar to the one being proposed, it does not imply acceptance of the proposed trademark by the Registrar. The major advantage of conducting search is that it reduces the degree of uncertainty. It also reduces monetary loss because charges payable to the Registrar and Attorneys are non-refundable when the registration process is not completed for failure by the Applicant to meet statutory requirements. It is therefore worthwhile to conduct search before filling a trademark application.

FILLING A TRADEMARK APPLICATION

An application for the registration or a trademark is filled with Trademark Office. The rights granted after registration dates back to the date of filling or the application.

FILLING REQUIREMENTS

To file a trademark application on your behalf, we require the followings:

  • The Power of Attorney to appoint us as your trademark Agent. There are special forms of Power of Attorney that applies Tanzania and Zanzibar. The Power of Attorney does not require notarization or legalization;
  • Applicant’s full name and address;
  • Ten (10) prints of the proposed trademark (except for word marks in ordinary type). If applicable, you have to inform us whether the trademark is to be filed in color;
  • Priority Document (if applicable) with verified English translation;
  • If the proposed trademark is in a language other than English, the Trademark Office normally requires the applicant to meet application to be accompanied with verified English translation;
  • Description of the goods and services for which registration is to be registered so that we may assist you to draft suitable specification; and
  • Payment of filling fee.

Trademarks are classified according to the goods or services for which you propose to use and register the mark. As pointed out above, both Tanzania and Zanzibar apply International Classification of Goods and Services (Nice Classification-Eighth Edition).

EXAMINATION

A Trademarks Office Examiner will review the application to make sure that the trademark meets the requirements prescribed by the Trade and Services Marks Act, 1986 (Tanzania) and Trade Marks Decree, Cap 157 (Zanzibar). The Examiner considers the registrability of the trademark and issues a report. The Registrar may require further information from the applicant to facilitate completion of the examination process. When the examination is completed, the trademark application may be accepted on certain conditions such as disclaimer of certain word(s), association of the proposed trademark with other marks in the register. The trademark application may be refused entirely if the proposed trademark;

  • Lacks distinctiveness;
  • Is a prohibited mark; or
  • Is identical or similar with the mark already in the register or in a pending application.

When the trademark application is refused or accepted on certain conditions, the trademark Office gives an opportunity to the applicant to overcome the objections raised by the Examiner. Normally, the applicant makes a counter argument by supplying additional evidence and/or making amendment to the application.

ACCEPTANCE AND OPPOSITION PERIOD

When the Examiner is satisfied that there are no outstanding objections from the Trademark Office, the trademark will be recommended for acceptance and advertised in the Patents, Trade and Services Marks Journal; third parties can oppose the registration of the trademark within sixty (60) days (for Tanzania) and ninety (90) days (for Zanzibar) from the date of advertisement. If no opposition is filed (or an opposition is resolved in favor of the applicant), the application proceeds to registration and a certificate of registration is issued upon payment of registration fee. The registration date that is indicated in the certificate of registration is the date on which the application for registration was received.

MAINTAINING YOUR TRADEMARK

A trademark may be removed from the register if it has not been used on the registered goods and services for a continuous period of three years. However, a removal action may only be filed after five years from the date of filing of the trademark. A trademark can also be cancelled if it becomes generic, i.e. it is generally recognized as the name of the goods or services. Examples of trademarks that have become generic include computer, Internet and escalator.

LICENSING

Whenever a trademark owner allows someone else to use the owner’s trademark, the owner and the user should enter into a written license agreement. It is generally recommended that the trademark license agreement should contain quality control provisions that govern the quality of goods or services to which the trademark may be applied. Failure to include and enforce adequate quality control provision in licensing agreement may lead to the trademark being removed from the Trade Marks Register on the basis that its use is deceptive.

ASSIGNMENT

A registered trademark is a personal property and therefore can be bought, assigned or transmitted. If a trademark is assigned, this should be formally recorded on the Trade Marks Register. Recording the assignment will;

  • Place on public record the rights over the trademark that has been given out to the third party.
  • Provide sufficient proof of the rights (if any) that have been reserved over the trademark by the original owner, which may be necessary in instituting or defending legal action.

In most cases, assignment or transmission vests all rights over the trademark to the new owner such that even original owner is prohibited from using the trademark.

DURATION OF REGISTRATION

In Tanzania, the first registration period for trademark is seven (7) years. The duration of registration can be renewed for further ten (10) years after expiry of original registration or of the last renewal of registration. In Zanzibar, the first registration period for trademark is fourteen (14) years. The duration of registration can be renewal of registration. The following are the requirements for renewing a trademark in Tanzania:

i. Payment of renewal fee and maintenance fee

ii. Filling of power of attorney;

iii. Filling of statement of use;

iv. If the trademark has not been used, filling statement of the circumstances that prevented the use.

In Tanzania, the renewal of the trademark registration has to be done any time not more than three months before the expiry of the registration period. However, late filling of the application for renewal is allowed on the condition that additional fee must be paid. Although the law requires that late filling/renewal must be filed not more than one month after the expiry of the registration period, in practice, late filing/renewal can be done anytime before the removal of the mark from the register.

With regard to Zanzibar, the renewal of the trademark has to be done any time not more than three months before the expiry of the registration period. However, late filing of the application for renewal is allowed on the conditions that additional fee must be paid. Although the law requires that late filling/renewal must be filed not more than one month after the expiry of the registration period, in practice, late filing/renewal can be done anytime before the removal of the mark from the register.

FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.Patrick Sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

GOVERNMENT TO AMEND LAW TO ALLOW FOREIGN INVESTORS TO ACCESS TELECOM IPO’s.

/in /by

The Government of Tanzania is amending the Electronic and Postal Communications Act (EPOCA), 2010 with the aim of allowing foreign investors to take part in Initial Public Offerings (IPO’s) for telecommunication companies.

The Act, which was amended in the Finance Act of 2016, requires telecommunication companies to offload 25 percent of their shares to Tanzania’s only through IPO’s and subsequently list its shares on the Dar es Salaam Stock Exchange.

Whilst presenting the Finance Bill, 2017 in the Parliament, the Minister of Finance and Planning, Dr. Phillip Mpango proposed that the EPOCA be immediately amended to accommodate Tanzanians, companies owned by them and those owned in joint ventures by Tanzanian and foreign investors to take part in the pending IPO’s. On the same vein the Minister of Finance propose to exempt small companies (those that own Application Service Licences only) from the rule of offloading their shares to the public through IPO’s and that EPOCA should only apply to large companies that have Network Facility or Network Service LIcences, initially for application service licences, the minimum listing requirement was 51 percent of its shares.

The amendment proposal also seeks to empower the Capital Markets and Securities Authority (CMSA) to advise the Finance and Planning Minister on how to help a company that will fail to raise money in an IPO on how the goal can be achieved.

The government enacted the Electronic and Postal Communications Act of 2010 to enforce the listing of the telecoms on the bourse to enable broader economic empowerment to local Tanzania’s through ownership of shares, to facilitate growth and deepening of the local capital market, boost the value of the bourse, improve corporate governance and transparency.

The clause to list shares on the Dar es Salaam Stock Exchange was originally included in Section 26 of the Electronic and Postal Communication Act of 2010, the telecommunications companies were initially given a three years window within which to comply and the deadline was later extended to 2015 in order to implement legal and regulatory procedure of the legislation, although since the enactment the law went unheeded over the past six years, its implementation and enforcement came after enactment of the Finance Act of 2016.

To date, it is only Vodacom Tanzania Public Limited the biggest mobile phone service provider that has completed the IPO process though it has remained tightlipped on the outcome largely contributed by the liquidity shortfalls in the market. Tigo Tanzania the second biggest mobile phone service provider is still crippled with the listing essentially due to its ownership quagmire, which has halted to proceed with the process although they primarily submitted its prospectus to the Capital Markets and Securities Authority (CMSA) early this year. The rest of the telecommunication companies including Airtel, Tanzania Telecommunications Company Limited (TTCL), Halotel Tanzania and Zantel additionally are yet to list their shares on the bourse

FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.PATRICK SANGA
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

THE FAIR COMPETITION COMMISSION (FCC) INTRODUCE A NEW THRESHOLD FOR NOTIFICATION OF A MERGER AND ACQUISITION IN TANZANIA.

/in /by

The Fair Competition Commission (FCC) has issued the Fair Competition (Threshold for Notification of
a Merger (Amendment) through Government Gazette No. 222 published on 2nd June 2017, whereas
the FCC has amended the Fair Competition (Threshold for the Notification of a Merger) Order, 2006.The notification of a merger through the latest order has now been increased from TZS 800,000,000
(USD 360,000) to TZS 3,600,000,000 (USD 1,600,000). Further to that the calculation of the said
threshold is to be based on the combined market value of the assets or turnover of the merging firms
while the 2006 order was based on the combined market value of the assets of the merging firms.

The Fair Competition Act, a merger is defined as an acquisition of shares, a business or other assets,
whether inside or outside Tanzania, resulting in the change of control of a business, part of a
business or an asset of a business in Tanzania. Change of control means the potential ability of the
acquiring firm to materially influence the business, policy and operations of the target firm in the
post-merger scenario.

FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.Patrick Sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993Bernard Nkwabi
Legal Officer
E: b.nkwabi@vemmaattorneys.co.tz
M: +255 653 374 414

GOVERNMENT TO TABLE TWO BILLS TO CHANGE MINING AND NATURAL RESOURCES LAWS.

/in /by

The Government of Tanzania is set to table two Bills in the Parliament early next week as it seeks to come up with the major changes in the exploitation of Tanzania’s natural resources. The two Bills include The Natural Wealth and Resources Contracts (Review and Renegotiation of Unconscionable Terms) Act, 2017 and The Natural Wealth and Resources (Permanent Sovereignty) Act, 2017, which will be endorsed to the Parliament under the Certificate of Urgency.

The National Assembly through the Natural Wealth and Resources Contracts (Review and Renegotiation of Unconscionable Terms) Act, 2017 will be empowered to review all arrangements and agreements both existing and prospective agreements entered by the government on the exploitation of natural resources and where necessary direct the government to renegotiate any unconscionable terms identified on the agreements.

The latter Bill states that the government will submit the arrangements and agreements it has entered to the National Assembly and the National Assembly will have powers to direct the government to instigate renegotiation for the arrangement or agreement with a purpose of rectifying any term bearing doubtful arrangements.

Part II of the proposed law vested the National Assembly with powers to review contracts, whereas proposed Section 5(3) reads:

“Where the National Assembly considers that certain terms of arrangement or agreement on natural wealth and resources or the entire arrangement or agreement on natural wealth and resources made before coming into force of this Act are prejudicial to the interests of the People and the United Republic by reason of unconscionable terms it may, by resolution, direct the Government to initiate renegotiation of the agreement or arrangement with a view to rectifying the terms”

Upon being directed by the National Assembly to renegotiate the arrangement, the government shall within thirty (30) days, serve the other party to the arrangement or agreement a notice of intention to renegotiate the terms which the National Assembly found to be unconscionable.

The terms of the arrangement or agreement shall be deemed to be unconscionable and treated as such if they contain any provision or requirement inter alia include:

  1. Aim at restricting the right of the State to exercise full permanent sovereignty over its wealth, natural resources and economic activity;
  2. Are restricting the right of the State to regulate activities of transnational corporations within the country and to take measures to ensure that such activities comply with the laws of the land;
  3. Are depriving the people of Tanzania of the economic benefits derived from subjecting natural wealth and resources to beneficiation in the country;
  4. Are by nature empowering transnational corporations to intervene in the internal affairs of Tanzania;
  5. Are subjecting the State to the jurisdiction of foreign laws and forum;
  6. Restricts periodic review of arrangement or agreement which purports to last for life time the mining; and
  7. Securing preferential treatment designed to create a separate legal regime to be applied discriminatorily for the benefit of a particular investor.

Further the proposed law stipulates; where the government has served notice of intention to renegotiate the arrangement or agreement and the other party fails to agree to renegotiate the unconscionable terms or no agreement is reached with regards to unconscionable such terms shall cease to have effect to the extent of unconscionable terms and shall, by operation of this Act, be treated as having been expunged, the latter proposed section shall have over-riding effect over any other law governing administration and management of natural wealth and resources.

Comparably, the Natural Wealth and Resources (Permanent Sovereignty) Act, 2017 stipulates under Part II of the proposed law the permanent sovereignty over natural wealth and resources where the People of the United Republic shall have permanent sovereignty over all natural wealth and resources, the ownership and control over natural wealth and resources shall be exercised by, and through the Government on behalf of the People and the United Republic, the natural wealth and resources shall be inalienable in any manner whatsoever and shall always remain the property of the People of the United Republic, the natural wealth and resources shall be held in trust by the President on behalf of the People of the United Republic and all activities and undertakings relating to exploration of natural wealth and resources shall be conducted by the government of the People of the United Republic.

The proposed law under the proposed Section 6 (1) reads:

“Where the National Assembly considers that certain terms of arrangement or agreement on natural wealth and resources or the entire arrangement or agreement on natural wealth and resources made before coming into force of this Act are prejudicial to the interests of the People and the United Republic by reason of unconscionable terms it may, by resolution, direct the Government to initiate renegotiation of the agreement or arrangement with a view to rectifying the terms”

The proposed law further provides that in any arrangement or agreement for extraction, exploitation or acquisition and use of natural wealth and resources, there shall be guaranteed returns into the Tanzanian economy from the earnings accrued or derived from such extraction, exploitation or acquisition and use. It goes further to state that any authorization granted for the extraction, exploitation or acquisition and use of natural wealth and resources, arrangements shall be made or given to ensure that the Government obtains an equitable stake in the venture and the People who are citizens of the United Republic may acquire stakes in the venture.

Further the proposed law state that any arrangement or agreement for extraction, exploitation or acquisition and use of natural wealth and resources shall require that earnings from disposal or dealings be retained in the banks and financial institutions established in the United Republic, it shall be unlawful to keep such earnings in banks or financial institutions outside the United Republic except where distributed profits are repatriated in accordance with the laws of Tanzania.

The proposed law prohibits proceedings in foreign courts whereas pursuant to Article 27 (1) of the Constitution, permanent sovereignty over natural wealth and resources shall not be a subject of proceedings in any foreign court or tribunal, disputes relating from extraction, exploitation or acquisition and use of natural wealth and resources shall be adjudicated by judicial bodies or other organs established in the United Republic and in accordance with the laws of Tanzania.

Upon enactment of these two bills into laws, a number of laws dealing with natural resources will also be subject to amendments in order to be in conformity with the new laws.

FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.

Patrick Sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

Haika-Belinda Macha
Partner
E: hb.macha@vemmaattorneys.co.tz
M: +255 688 305 999

RE-LICENSING OF ALL BUREAU DE CHANGE IN TANZANIA: A COMPLIANCE DIRECTIVE FROM THE BANK OF TANZANIA.

/in /by

The Bank of Tanzania (BoT) on 21st June 2017 issued a directive to all bureau de change to comply with the re-licensing procedures that were announced.

On that directive, among other issues Bank of Tanzania is undertaking measures aimed at strengthening supervision of operations of Bureau de Change in the country to ensure a vibrant and dynamic foreign exchange market in line with current economic developments.

The directive further revised the minimum capital thresholds, from Tanzanian Shillings 100 Million to Tanzanian Shillings 300 Million for Class A and from Tanzanian Shillings 250 Million to Tanzanian Shillings 1 Billion for Class B as well as increase of the non-interest bearing deposit at Bank of Tanzania from United States Dollars 50,000 to United States Dollars 100,000. The new capital threshold will take effect three months from 2nd June 2017 as per the Government Notice Number 223 published on 2nd June 2017.

In implementing the measures and assessing compliance, the existing Bureau de Change have been informed and directed to observe and comply to the following requisite directives:

  1. Licensing of new Bureau de Change have been suspended until further notice to enable assessment and re-licensing of the existing Bureau de Change;
  2. All existing Bureau de Change are required to apply for re-licensing by filling the required forms within the moratorium period of three months;
  3. No person shall become a shareholder, a director, a member of management or a staff in more than one Bureau de Change;
  4. At least two thirds of the required minimum capital should be in form of cash as a working capital;
  5. Notwithstanding the security requirements specified in the Foreign Exchange (Bureau de Change) Regulations, 2015, all bureau de change outlets should be fitted with CCTV Cameras in all strategic areas including teller cubicles;
  6. Every shareholder, director and Heads of Branches are required to fill the “Fit and Proper Person Form” and authenticate the source of funds invested in the Bureau de Change; and
  7. Every Bureau de Change is required to fill and submit the “Premises Aptness Checklist”. The Bank of Tanzania through site visits will then verify the contents of the filled form.

The Bank of Tanzania urge for smooth implementation of the above measures, Bureau de Change are encouraged to merge, acquire or be acquired by another Bureau de Change, however, merger, amalgamation or acquisition of Bureau de Change shall require prior approval of the Bank and such request shall have to be accompanied by Board Resolution, Pro-forma Balance Sheet, Pro-forma Income Statement and Organization Structure resulting from the merger, amalgamation or acquisition.

FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.

Patrick Sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

Haika-Belinda Macha
Partner
E: hb.macha@vemmaattorneys.co.tz
M: +255 688 305 999

THE ALLOCATION OF TOURIST HUNTING BLOCKS FOR THE PERIOD OF 2018 – 2022 ANNOUNCED BY THE GOVERNMENT OF TANZANIA

/in /by

On 17th May 2017, The Ministry of Natural Resources and Tourism through Tanzania Wildlife Management Authority (TAWA) invited applications from qualified applicants for the allocation of Tourist Hunting Blocks for the period starting 1st July 2018 to 31st December 2022; the invitation is made under Regulation 8 (1) of the Wildlife Conservation (Tourist Hunting) Regulations of 2015. According to the announcement, there are fifty-six (56) hunting blocks available within Game Reserves (GR’s), Game Controlled Areas (GCA’s) and Open Areas (OAs). A company interested to apply can only be allocated up to five (5) hunting blocks of which shall be of mixed categories.

QUALIFICATION FOR ALLOCATION OF THE HUNTING BLOCK:

In accordance with the Tourist Hunting Regulations, no person shall be considered for allocation of a hunting block unless he/she fulfills the following requirements:

  • Has a company intending to engage in hunting animals and registered with the Registrar of Companies in Tanzania;
  • At least one of the Directors should have five (5) years experience in wildlife based business and conservation in Tanzania; and
  • The shares to be owned by the citizens shall not be less than twenty five percent of the subscribed shares;

Each application for allocation of hunting block should be submitted to the Tanzania Wildlife Management Authority Head Office (Headquarters) together with:

  1. A copy of the Memorandum and Articles of Association of the hunting company;
  2. A copy of the Certificate of Incorporation;
  3. Copy of the Tax Identification Number Certificate (TIN) and Value Added Tax (VAT) Certificate;
  4. An application fee as set out in table 1 herein; and
  5. Four passport size photographs for all Directors and Shareholders;

APPLICANTS FOR THE HUNTING BLOCK ALLOCATION SHALL ALSO BE ASSESSED ON THE FOLLOWING CRITERIA:

In order for the Applicant to qualify for allocation of hunting block he must have the following criteria:

  1. Tanzania owned hunting company, proof of the followings:
    1. Having a suitable registered office premises for carrying out the hunting business;
    2. Proof of having a fleet of not less than two Four Wheels Drive (4WD) pick up motor vehicles in in good running condition of not more than three years since registration in Tanzania, registered under the Company’s name and comprehensively insured and inspected (Road Worthiness) report from the Police or SUMATRA;
    3. Radio Communication Frequency License for VHF;
    4. At least six big tents;
    5. Two Refrigerators and two freezers;
    6. Two Generators of 5KVA and above;
    7. Beds and other necessary furniture’s; In case the applicant doesn’t have the above listed equipment shall be required to produce a Bank Bond or Guarantee to the tune of at least USD 300 ,000 as a commitment for the purchase of the equipment within three months after allocation of the hunting block.
    8. Acceptable Business Plan indicating:
      • Executive Summary;
      • Company Description;
      • Product or Service;
      • Market Analysis Summary;
      • Strategy and Implementation Summary;
      • Management Team; and
      • Financial Analysis.
    9. Good Track Record with regard to payment of fees and adherence to the Wildlife Conservation Act No. 5 of 2009 for currently operating operators;
    10. Reference of any good business record;
    11. Good Track Record of adherence to payment of Government Taxes and other statutory payments;
    12. Experience in the Tourist Hunting Industry;
    13. Declaration on level of Commitment to support Wildlife Conservation (i.e. Community Development Projects, Anti Poaching Activities and Hunting Block Development);
    14. Evidence of payment of a non-refundable application fee (Bank Pay-in Slip) made to TAWA –SELOUS GAME RESERVE; ACCOUNT NUMBER: 012105021353 at NATIONAL BANK OF COMMERCE– SAMORA BRANCH, DAR ES SALAAM;
    15. Application for each block will be made on a separate form and relevant fees MUST be paid as shown in the table 1 below:
    TABLE 1: APPLICATION FEES AS PER CATEGORY OF A HUNTING BLOCKS/NCATEGORY OF HUNTING BLOCKSAPPLICATION FEE (USD) PER EACH CATEGGORY1I5,0002II2,0003III1,0004IV1,0005V100
  2. Foreign owned hunting company (100%) or a Company that is not fully owned by Citizens (Partnership)
    1. A suitable registered office premises for carrying hunting business;
    2. Evidence that the business is registered and certified by Tanzania Investment Centre;
    3. Proof of having fleet of not less than five (5) new Four Wheels Drive (4WD) pick up motor-vehicles, registered under the company’s name, comprehensively insured and inspected (Road Worthiness) report from the Police or SUMATRA;
    4. Radio Communication Frequency License for VHF;
    5. At least twelve tents;
    6. Five Refrigerators and Fiver Freezers;
    7. Two Generators of 5KVA each and above;
    8. Beds and other necessary furniture or in case the applicant doesn’t have the above listed equipment shall be required to produce a Bank Guarantee to the tune of at least USD 1,000,000 as a commitment for the purchase of the equipments within three months after allocation of the hunting block;
    9. Acceptable business plan indicating:
      • Executive Summary;
      • Company Description(Profile);
      • Product or Service;
      • Market Analysis Summary;
      • Strategy and Implementation Summary;
      • Management Team; and
      • Financial Analysis.
    10. Reference of any good business record;
    11. Good Track Record of adherence to payment of Government Taxes and other statutory payments;
    12. Experience in the Tourist Hunting Industry;
    13. Declaration on level of Commitment to support Wildlife Conservation (i.e. Community Development Projects, Anti Poaching Activities and Hunting Block Development);
    14. Evidence of payment of a non-refundable application fee (Bank Pay-in Slip) made to TAWA –SELOUS GAME RESERVE; ACCOUNT NUMBER: 012105021353 at NATIONAL BANK OF COMMERCE– SAMORA BRANCH, DAR ES SALAAM;
    15. Application for each block will be made on a separate form and relevant fees MUST be paid as shown in the table 1 above

TENURE OF OWNERSHIP OF HUNTING BLOCKS:

The tenure of ownership for each hunting block shall end in the year 2022 subject to annual performance review of the hunting company.

MODE OF APPLICATION:

For Companies who will be interested to apply for hunting blocks, the application forms can be obtained from our office and our office will be available to assist in completing the application forms, and alternatively to that the application form can be obtained from the following addresses:

  • Director General
    Tanzania Wildlife Management Authority
    Dar es Salaam Road
    Tafori Building
    P. O. Box 2658
    Morogoro.
  • TAWA-Tourist Hunting Office
    Mpingo House, Ivory Room, 4th Floor
    40 Julius Nyerere Road
    P.O. Box 9372
    Dar es Salaam.
  • TAWA-Tourist Hunting and CITES Office
    P. O. Box 1541
    Arusha.

Our office upon request by interested applicants can provide the fifty-six (56) available hunting blocks list with its categories as listed on Table 1 above or the same can be obtained through the aforementioned TAWA Offices.

FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.

Patrick sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

Haika-Belinda Macha
Partner
E: hb.macha@vemmaattorneys.co.tz
M: +255 688 305 999

IMMIGRATION OFFICE ORDERS RESIDENT FOREIGNERS IN TANZANIA TO UNDERGO ELECTRONIC VERIFICATION.

/in /by

The Press Release issued by the Immigration Office under the Ministry of Home Affairs through its Commissioner General, Dr. Anna Makakala on 19th April 2017 states that all non-citizens are immediately required to verify their valid residence permits.

The Immigration Office has given a 90-day ultimatum for agencies, corporations and institutions employing foreigners to send details of their resident permits to any nearby Immigration Office, the exercise starts immediately with the deadline of 18th July 2017.

The Immigration Office further explained that the launch of the electronic system is in line with changing of the technology and aimed at bringing immigration services up to the international standards and that the electronic system will further scrutiny the genuineness of all residence permits in order to ensure all non-citizens residing in Tanzania, their employers are in compliance with the Immigration Laws. In order to access the services in the electronic system, one is required to log into the Immigration Website and follow procedures as illustrated within the link.

The Press Statement states that, the exercise is a voluntary compliance for all non-citizens working and residing in Tanzania and failure to comply with the same before the mentioned deadline serious legal action will be taken against employers and agencies employing non-citizens in Tanzania.

The Press Statement further cautioned and reminds the general public that, non-citizens working and residing in Tanzania without a valid residence permit issued by the immigration office are committing an offence.

FURTHER INFORMATION:

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.

Patrick sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

Haika-Belinda Macha
Partner
E: hb.macha@vemmaattorneys.co.tz
M: +255 688 305 999

WORK PERMIT UPDATE: NEW WORK PERMIT REGULATIONS ISSUED BY THE GOVERNMENT.

/in /by

The Minister of State under Prime Minister’s Office responsible for Labour, Youth, Employment and Persons with Disability recently has issued the Non–Citizen (Employment Regulations) Regulations 2016 vide Government Gazette Number 331 dated 30th December 2016.

The Regulations, which are made under the Non-Citizens (Employment Regulations) Chapter 436 of the Laws, provide various clarifications on the procedures, timelines and compliance document for checklists while processing each type of work permit, grounds for exemptions and procedure for obtaining approval for bulk recruitment for specific projects in Tanzania.

REQUISITE DOCUMENTS TO BE ACCOMPANIED WITH APPLICATION FOR WORK PERMIT:

A) An Application for Work Permit Class A shall be accompanied by:
  1. A letter justifying why a work permit should be granted;
  2. Two recent passport size photographs;
  3. A photocopy of a valid passport;
  4. Sectoral approvals (where applicable);
  5. Previous work permit (for renewal application);
  6. A copy of industrial, business or operating license;
  7. A copy of certificate of Tax Identification Number (TIN);
  8. A copy of certificate of Value Added Tax (where applicable);
  9. A copy of certificate of incorporation or business name and extract from the Registrar of Companies;
  10. Memorandum and Articles of Association (where applicable); and
  11. Copy of Certificate of Incentive (if any);
B) An application for Work Permit Class B, C and D, shall be accompanied by:
  1. Contract of employment or engagement, as the case may be, duly signed by relevant parties;
  2. Job or engagement description;
  3. Curriculum Vitae of the non-citizen;
  4. Two recent passport size photographs of the non-citizen;
  5. Copy of academic or professional certificates of the non-citizen;
  6. A copy of accreditation certificate, from respective professional entities; (where applicable);
  7. Certified translation of certificates or documents by competent Authority, Embassy or Consular office (if they are in a language other than English and Kiswahili);
  8. Photocopy of a valid passport;
  9. Previous work permit (for renewal application);
  10. A copy of industrial, business or operating license;
  11. A copy of certificate of incorporation or business name and extract from the Registrar of Companies;
  12. Memorandum and Articles of Association;
  13. A succession plan (for renewals);
  14. Sectoral approvals (where applicable); and
  15. Certificate of Incentive (if any).

STIPULATED TIME FRAME TO HANDLE AN APPLICATION:

According to the Regulations, the Labour Commissioner may within 14 days approve or reject any submitted applications and communicate the same to the applicant.

ELIGIBLE CRITERIA AND CONDITIONS FOR GRANTING WORK PERMIT:

The Labour Commissioner shall not issue a work permit unless he is satisfied of the following criteria and conditions:

  1. Applicant is eighteen (18) years of age or above;
  2. Applicant possesses relevant skills, qualifications and experience;
  3. Applicant is registered by a professional body of his profession in Tanzania Mainland i.e. National Board of Auditors and Accountants (NBAA), Tanzania Insurance Regulatory Authority (TIRA) to mention a few;
  4. Employer provides sufficient evidence from a recognized job search mechanism that it is unable to fill the post within Tanzania; and
  5. Employer has a well-known address and duly registered by relevant authorities.

OBTAINING WORK PERMITS BY BULK RECRUITMENT:

An employer wishing to make bulk recruitment shall seek permission of the Labour Commissioner in writing. Regulations 2 states bulk recruitment as recruitment of many non-citizen employees in phases for the execution of specific project within a specified period of time.
The ration in determining bulk recruitment is being regarded by the Labour Commissioner that; in the event that bulk recruitment work permits are granted, the work permit may be granted at a ratio of ten local employees to one non-citizen employee.

IMPOSED RESTRICTION FOR USE OF A WORK PERMIT AS A RESIDENCE PERMIT:

The current regulations has imposed restrictions of using work permit as a residence permit, whereas under Regulations 11 stipulate that:

The latter clearly clarifies that an investor or the employee intend to work and reside in Tanzania must have both work and residence permits prior to commencement of employment or business in Tanzania.

PROCEDURES FOR EXEMPTIONS TO EMPLOY A NON-CITIZEN:

Any employer who wishes to employ a non-citizen and he is restricted by the conditions imposed by the law which requires certain post(s) to be filled by only Tanzanians citizens shall apply in writing to the Minister for an exemption from application of the provision of the Act. In doing so, the Minister shall seek advice from the Labour Commissioner and may communicate her/his decision within 14 days. The granted exemption may further be amended or withdrawn by the Minister after consultation with the Labour Commissioner.

Grounds for Exemption include:
  1. Sufficient evidence to satisfy Minister that employer is unable to fill particular post(s) due to lack of qualified personnel in Tanzania Labour Market and or complexity of technology employed by the business enterprise;
  2. Justification that investment is of great value to the country’s economy in terms of job creation, tax payment and transfer of technology; and
  3. The non-citizen has a valid and legally recognized marriage to a Tanzanian and such marriage has subsisted for a period of not less than three years.

In issuing the exemption the Minister may take into account waiver of fees specified under the provisions of the Regional, Bilateral, Multilateral Agreements and Memorandum of Understanding in which the United Republic is a signatory.

Important Features of the Regulations include:
  1. Work permit register, which is publicly available, shall contain information such as name and address of the employer, name of non-citizen, previous work permit number (if any), nationality and country of origin, place and date of birth, date of commencement of employment, name of previous employer (if any), place of employment or duty station, job title, duration of work permit, place of residence of non-citizen while in Tanzania and class of work permit and its reference number;
  2. Existing business to submit succession plans with applications; new businesses to submit succession plan within 3 months of permit approval;
  3. Work permit renewal applications must be accompanied by a Progress Report against the succession plan;
  4. Application for renewal must be lodged two months before the expiration of the permit;
  5. The Labour Commissioner may issue a work permit for a lesser period taking into account duration as may be recommended by the professional entities in a certificate of registration, accreditation or approval issued to the applicant;
  6. Employer to notify in writing within 14 days from date of cessation, where a holder of permit has ceased to engage in such employment;
  7. If employee fails to enter Tanzania within 90 days of issuance of work permit, the permit shall cease to be valid;
  8. The Labour office may with or without prior notice visit any place of employment, business, training education or residence for the purpose of verifying information contained in the applications and monitoring compliance;
  9. All employers are required to submit Returns of Employment of non-citizen employees twice a year, every 30 June and 31 December;
  10. Any applicant aggrieved by the decision of the Labour Commissioner may, within 30 days from date of such decision, submit an appeal in writing to the Minister;
  11. Upon termination of employment of a non-citizen for any cause, the employer shall be responsible for returning back the non-citizen employee to his place of recruitment; and
  12. Any person, who contravenes the provisions of these Regulations or the Act, commits an offence and shall on conviction be liable to a fine of not less TZS 5M or imprisonment of term of 6 months.
FURTHER INFORMATION:

This editorial is intended to give you a general over view of the Law. If you would like further information on any issue raised in this column, please contact.

Haika-Belinda Macha
Partner
E: hb.macha@vemmaattorneys.co.tz
M: +255 688 305 999

Judith Ndyamukama
Associate
E: j.ndyamukama@vemmaattorneys.co.tz
M: +255 759 009 939

COMPANY REGISTRATION IN TANZANIA: AN OVERVIEW OF THE POST REGISTRATION COMPLIANCE REQUIREMENTS.

/in /by

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:

  1. 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;
  2. 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;
  3. 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;
  4. 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;
  5. 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;
  6. 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,
  7. 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:

  1. The address of the company’s registered office;
  2. The type of the company whether it is public/private and its principal business activities;
  3. The name and address of the Company Secretary;
  4. The name and address of every director of the company, and ,
    1. 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;
    2. 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;
  5. 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;
  6. 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;
  7. 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;
  8. Any change that has been made up to the date of the return; and
  9. 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:

  1. To have laid before the members for deliberation and approval, the annual accounts;
  2. To have laid before the members directors report;
  3. To have laid before the members the auditors report;
  4. Approve the appointment of auditors for the period up until the next general meeting at which accounts are laid;
  5. The re-election of any directors retiring and seeking re-election in accordance with any requirement in the company’s articles of association;
  6. The election or confirmation of appointment of any directors in accordance with any requirement in the company’s articles of association; and
  7. 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:

  1. 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;
  2. Shall in case that it has a common seal, have its name engraved in legible letters on its seal;
  3. 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.

FURTHER INFORMATION:

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.

Patrick Sanga
Partner
E: p.sanga@vemmaattorneys.co.tz
M: +255 686 999 993

DISCLAIMER

The information contained in this website is for general information purposes only. The information is provided by Vemma Consult Attorneys and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

© 2020 Vemma Consult Attorneys – All Rights Reserved

This is a notification that can be used for cookie consent or other important news. It also got a modal window now! Click "learn more" to see it!

OKLearn More