Annual Returns

When must I submit my company’s annual return to the Business Registrations and Licensing Agency (“BRELA”)?

All local companies incorporated in Tanzania are required by law to file their annual return with BRELA on an annual basis, within 28 days after the anniversary date of its incorporation or if the company’s last return was made up to a different date then the anniversary of that date.

For example: if the incorporation date is 1 February 2010 then on 1 February of every year, the company has to file its annual return within 28 days.

Which set of financial statement details must I lodge with my company’s annual return?

All locally incorporated companies are required to file together with the annual return their audited financial statements except private companies exempted from the obligation to appoint auditors and unlimited companies exempted from the obligation to prepare accounts.

Must a foreign company/ branch file an annual return?

No, a foreign company/ branch is not required to file an annual return. However, a foreign company/ branch is required by law to submit the parent company’s annual accounts with the Registrar of Companies.

Directors

What is the minimum number of directors required by law in a company?

A company is required to have at least two directors.

Is a foreign company/ branch required to have a local director?

No. The directors of a foreign company/ branch are the directors of the parent company. However, a foreign company/ branch has to have one or more persons authorized to accept service on behalf of the company and represent the company as its permanent representative.

Memorandum and Articles of Association

What is MEMART?

“MEMART” is an abbreviation for “Memorandum and Articles of Association”. The MEMART is the governing document of a company and sets out the objects of the company, authorized sharecapital,  shareholders, directors  and lays down rules in the running of the company.

Can a company make an alteration to the memorandum or articles of a company?

Yes, the company may by a special resolution alter the memorandum or articles of the company.

Share Capital 

What are authorised shares versus issued shares?

Authorised shares of a company are the maximum number of shares that a company is authorised by its MEMART, to issue to shareholders.

Issued shares of a company is the total of a company's shares that are held by the shareholders. A company can, at any time, issue new shares up to the full amount of authorised shares available.

Can a company increase its share capital?

Yes, the company can increase its share capital.

Auditors

Must I appoint an auditor in respect of my company?

Yes, except if the company is a private company exempted from the obligation to appoint auditors or unlimited liability company exempted from the obligation to prepare accounts as per the Companies Act 2002.

Company Particulars

Are companies supposed to notify BRELA when there are changes in company particulars e.g registered office address, directors, shareholders etc.

Yes, all companies (local and foreign companies) are required by law to notify BRELA of any change of particulars within the prescribed timeframe in the Companies Act.

Ultimate beneficial owners

What happens when one ceases to be a beneficial owner?

The company has to file a notice to the Registrar of Companies by filling in form No. 14c within thirty days from the date of cessation.

Must the company notify the Registrar of Companies when the particulars of a beneficial owner change?

Yes, the Registrar of companies is to be notified within thirty days from the date of change by lodging form No. 14f.