NOTICE TO CLIENTS ON NEW REQUIREMENTS TO SUBMIT INFORMATION OF BENEFICIAL OWNERSHIP

Introduction

The Finance Act 2020 amended the Company Act, the Trustees Incorporation Act, the Anti-Money laundering Act and Income Tax Act introducing the concept of Beneficial Ownership aligning Tanzania’s Beneficial Owers identification protocols to international and reginal standards. The intension is to Identify the natural person and persons who ultimately own or controls a company or legal entity or arrangement, such as a company, a trust, or a foundation.

The Companies (Beneficial Ownership) Regulations G.N. No. 391were published on 14th May, 2021 (the “Regulations”) to operationalize the Beneficial Ownership under the Companies Act. Trese Regulations apply to private, public and branches of foreign companies as we as trusts.

Highlights:

  • Existing Companies have until 31st of December 2021 to file information with BRELA concerning their Beneficial Owners.
  • Companies required to maintain a Register of Member and Beneficial Owners instead of the traditional Register of Members.
  • Companies are obliged to use reasonable efforts to identify their Beneficial owners.
  • Companies to provide information of all persons who are the beneficial owners of the company by filling Form No. 14(b)
  • Companies to notify the Registrar of Companies (“ROC”) within 30 days if there is any change of particulars of a Beneficial Owner vide Form No.14(f)
  • Companies to notify the ROC whenever there is transfer or transmission of shares or an increase or reduction of share capital or a restructuring of a company’s share capital or changes of voting rights leading to any change in beneficial owner by filing Form No.14(f)
  • A person whose name is entered in the Register of Members of a company as the registered owner of shares in that company but who does not hold the beneficial interest in such shares required to file with the company a declaration to that effect by filling in Form No.14(d)
  • Companies to file declaration by their beneficial owner who holds or acquires beneficial interest in share but whose name is not entered in the register of members vide Form No.14(e)
  • Companies to notify the ROC when a person ceases to be a Beneficial Owner of the company vide Form No 14(c)
  • The ROC may refuse to register transfer or transmission of shares, alteration of capital or any arrangement that effects the Beneficial Ownership if he is satisfied that there is no adequate identification of Beneficial Owners.

For access to the Regulations and new company forms please click here. A full detailed article on the subject can be found on our website under the name “Beneficial owners and
company compliance requirements “

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Nancy Tarimo

Partner

Disclaimer:

This article is of a general nature and solely for information purposes. It is not a legal opinion and only counts as an expert general opinion but not professional advice. While the information is accurate as at the date of this article, there can be no guarantee that the information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate professional advice and after a thorough examination of the circumstances of each situation. For any further clarification on the contents of this article please reach out directly to the Partner named herein.