What is the main source of law authorising this entity form?

The Companies Act (Cap 212: R.E 2002).

Give a brief summary of this entity form, including

Does the entity possess separate legal personality?

The multiple member limited liability company has a separate legal personality.

(Maximum) period of existence

There is no maximum period of existence; the MMLLC can be incorporated for an indefinite period.

Governing document(s)

The MMLLC is governed by its Memorandum and Articles of Association.

Liability of incorporators / shareholders

Liability of members of the company is limited to the amount of shares for which they subscribed in the Memorandum and Article of Association, and there is no personal liability of the members, unless there is proof of fraud or in case the company has an outstanding debt with the revenue authority.

(Governing) bodies

The MMLLC is governed by its Board of Directors.

Other particularities

N/A

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions, equity acquisitions, etc.)?

The MMLLC can enter into international restructurings, however, it is only allowed pursuant to specific legislation of the country where the international restructuring would take place.

Can this type of entity be publicly listed or held?

Yes, this type of entity can be publicly listed, and its securities can be issued to the public subject to fulfilment of the requirements of the stock exchange authority.

Can this type of entity be used for a non-profit or charitable organization?

No, this type of entity cannot be used for a charitable organisation.

Give a brief summary of the process of incorporation, formation, or organization, including

Main documents required

Process of incorporating a company:

1. Conducting a name clearance search through company registry online portal, to check availability of any of the three preferred company names.
2. Applying for name reservation.
3. Preparing a memorandum and articles tailored to suit the proposed business of the company and the required share capital structure.
4. Preparing the consolidated form (to be signed by all directors and company secretary, this form includes personal details of directors and shareholders); and a declaration of one of the directors to abide by laws.
5. Preparing a statement in a prescribed form containing accurate and up to date records of beneficial owners.
6. Signing of BRELA Integrity Pledge Form.
7. Uploading of signed documents and attachments such as passport copies for foreign directors and /or shareholders, on company registry online portal.
8. Payment of prescribed government registration fees.
9. After application has been approved the certificate of incorporation is issued.
10. Main documents required for incorporating a local company are as follows:
1. Memorandum and Articles of Association
2. Form 14b (declaration of director to abide by the laws)
3. Consolidated Form (contains personal information of directors and shareholders
4. Ethics and Integrity form
5. Passports of directors and shareholders who are foreigners
6. Certificate of Incorporation for the company which intends to be a director or shareholder.
11. Main documents for incorporating a foreign company are as follows:
1. Certificate of incorporation from the country of origin.
2. A certified memorandum and articles of association/constitution or charter from the country of origin.
3. Register of directors, their residential addresses and copy of their passports.
4. Certified copy of a most recent audited financial statements of the company
5. Notice of situation of the registered office in the country of origin
6. Person resident in Tanzania authorised to accept on behalf of the company service of any process and any notices required to be served on the company (if he/she is local then National Identification will be required; if he/she is a foreigner the passport will be required)
7. Person resident in Tanzania authorised to represent the company as its permanent representative (if he/she is local then National Identification will be required; if he/she is a foreigner the passport will be required)

Involvement of notary, company register, governmental authorities

During incorporation of the company there must be involvement of the notary in attesting documents such as form 14b and Memorandum and Articles of Association.

Timing (estimate)

Time frame for the incorporating a foreign company is seven working days and for a local company is 14 working days.

Main costs, including registration and similar fees (excluding legal fees)

Costs for incorporating a company are as follows:

1. Foreign company government fee is USD. 1190
2. Local company government fee varies between USD 70 to USD 250 depending upon the share capital of the company.
3. Legal fee to acquire certificate of incorporation or compliance is approximately USD 1000 to 2000. However, there are other post incorporation processes that must be put into account such as acquiring company identification number and business license.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

The objectives of the company must be stated in the Memorandum and Articles of Association and consolidated form.

Minimum number of incorporators / shareholders and residency requirements

Two members are required to set up a MMLLC. There is no residency requirement for such members.

Minimum number of directors (or other applicable officers) and residency requirements

The number of directors must be two and above. There is no residency requirement in the law, however when opening bank accounts, and when bidding for some services, residency requirements always come up. Thus, it is advisable to have at least one resident director or a nominee director.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

Minimum share capital of the company is USD 12. However, there are companies operating in certain sectors whereby the minimum share capital depends upon the nature of business. For example: a company that operates a Bureau de Change must have a share capital of not less than USD 500,000; a financial leasing company must have a minimum share capital of USD 500,000; and a Microfinance Company must have a minimum share capital of USD 500,000.

Is the physical presence of incorporators / directors required in the jurisdiction for incorporation, formation or organization?

It is not strictly required for the incorporators (i.e. directors or authorised representatives of the investor) to be present in the country for incorporation. The documents of incorporation may be signed at the place convenient to them. The actual submission of the application can be carried out by an authorised person.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

Yes, in order for a company to operate legally in Tanzania it must obtain a Tax Identification Number from Tanzania Revenue Authority. TIN is obtained after filling in of an application form and submitting the same with the following attachments:

1. Certified Memorandum and Article of Association of the company;
2. Certified Certificate of Incorporation of the company;
3. Certified Lease Agreement of the company;
4. Copy of passport for foreigners or National Identity for locals for Directors of the company;
5. Introduction Letter from Local Government Authority; and
6. Power of Attorneys if all directors are not residents of Tanzania.

What is the title of the applicable company registry?

Business Registrations Licensing Agency (BRELA), it is a government agency.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles, Ownership identification (direct and/or indirect ownership, 'beneficial owners'), Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

1. Memorandum and Articles of Association.
2. Name and Identification number of the MMLLC.
3. Physical Address of the MMLLC.
4. Full name, permanent residence, nationality of Directors and Shareholder.
5. Company share capital.
6. Business line.
7. Contacts of the company such as email address, postal address, and mobile number.
8. Name, enterprise identification number and address of headquarters of an organisation investor.
9. Liens and encumbrances on assets and shares of the company.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

Board of Directors is the executive body; its members are directors.

Main duties, tasks and responsibilities of directors are:

1. Duty to act in good faith and best interest of the company;
2. Duty to exercise powers for proper purposes;
3. Duty of care, skill, and diligence;
4. Duty to avoid conflict of interest; and
5. They have responsibility to run the day today activities of the company.

How are the members of the executive body appointed, dismissed and replaced?

Appointment is through a board resolution and filing a prescribed form of appointment with the resolution with the company registrar (BRELA).

Dismissal is through a board resolution and a BRELA form for termination.

Is it possible to appoint corporate directors or must all directors be natural persons?

Yes, it is possible for an entity to be director of the company.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

No, there is no requirement to have non-executive Directors.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

Shareholders

Their main responsibilities are to make important decision that affect their interests in the company such as appointing and terminating Director, Company Secretary and Auditor, making decisions to buy property. They have the power to make core decisions of the company.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

Quorum of the company is governed by the Articles of Association of the company; therefore, it differs from one company to another.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

No, in Tanzania there is no special governance regime.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Generally, at the end of an annual accounting period, the MMLLC is required to prepare and submit Audited Financial Statements to the Tanzania Revenue Authority and the BRELA.

Is the entity permitted to determine its own financial year?

Yes, but the entity must notify the Tanzania Revenue Authority.

Is the entity subject to any statutory (external) auditor obligations?

Yes, Audited Financial Statements must be audited by an independent auditing firm duly licensed to practice in Tanzania.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

The law requires the appointment of a company secretary and an auditor. The functions of the secretary are:

1. Filling annual returns, auditor’s report, information of the registered office and audited financial statements;
2. Ensuring safe custody of the company seal;
3. Processing share transfer documentation and recording and maintaining the register of members and minutes book; and
4. Filing all changes of the company with the company registry.

The functions of Auditor are:

1. To report to the members on the true and fair view of the Financial Statements.
2. To consider whether the information in the directors’ report is consistent with the Financial Statements.
3. To give the following detail if not in the Financial Statements.
1. Director’s emoluments, pensions, and compensation for loss of office.
2. Details of loans to officers
3. Disclosure of transactions involving directors and other connected persons.
4. To form an opinion as to whether: -
1. Proper accounting record have been kept
2. Proper returns have been received from a branch not visited by them.
3. The Balance Sheet and the Income Statement or Profit and Loss account are in agreement with accounting records.
4. Any information they think necessary.

What is the title designated for ‘ownership interests' (e.g. shares, quota, interests, membership)?

Shares.

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Yes, there are different classes of shares such as ordinary shares and preferential shares. Ordinary shares carry no special rights or restrictions. They rank after preference shares as regards dividends and return of capital but carry voting rights. Preference shares are called preferred since they have a preferential right to receive a fixed amount of dividend every year and a preferential right in regard to payment of capital on winding up.

What documentation is required for the transfer of ownership interests?

1. Deed of Transfer.
2. Sale agreement.
3. Recent Audited Financial Statement.
4. Board Resolution.
5. Current BRELA Report proving ownership of shares.
6. Certified copy of Memorandum and Article of Association.
7. Certified copies of Identification and their Tax Identification Number of transferor and Transferee.
8. Share certificates of the transferor.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Yes, all the documents mentioned in question 29 must be submitted to the Tanzania Revenue Authority for assessment and payment of necessary taxes. After approval of the same, tax clearance will be issued to the transferor together with a deed of transfer stamped by the authority and the company must notify the Registrar of companies (BRELA) to effect the said changes. Notarisation of all documents must be done by a Notary public.

Are there any applicable stamp duties imposed when transferring ownership interests?

Yes, stamp duty 1% of the value of shares.

How are shares issued? (including information on payment obligations, registration requirements)

Shares are issued through three methods:

1. Subscribing during incorporation of the company, payment can be done immediately or a promise to pay agreement can be signed between the subscriber and the company.
2. Through allotment of reserved shares or increase of share capital then a company can allot shares by filing a Board Resolution for allotment and a prescribed form of allotment. These are then required to be filed with the Registrar of Companies for registration. Payment obligation is on the company.
3. Through transfer of shares after payment by the transferee is made, there is an obligation on the transferor of shares to pay capital gain tax at Revenue Authority and stamp duty has to be paid by the company, then the said transfer is registered at Revenue Authority and finally at the company registry.

Further information on equity contributions, e.g., Non-cash payments on shares; (Share premium) contributions without issuance of shares, Can partially paid shares/ownership interests permitted and what are the restrictions on them?

Non-cash payments on shares; Yes. Value is established by land or business valuers.

Can there be share premium contributions without the issuance of ‘ownership interest? No

Are partially paid shares/ownership interests permitted and what are the restrictions on them? Yes they are, but the restriction is that they are non-transferrable, and partially paid-up shares cannot receive full dividends.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Yes – although there are no direct provisions in the Act on this, it is done in practice. The most important documents are members’ resolutions authorising cancellations, statutory declarations, and any applicable contracts.

Yes. See below:

The Companies Act provides that a company limited by shares, or a company limited by guarantee and having a share capital, if so authorised by its articles and if provided by special resolution, may reduce its share capital. In particular, it may (a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up, (b) cancel any paid up share capital which is lost or unrepresented by available assets; (c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid up share capital which is in excess of the requirements of the company, and (d) if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

The notice given of the intention to propose the special resolution to reduce the company's share capital must be accompanied by a directors' certificate of solvency and, where appropriate, the auditors' report thereon.

A special resolution that has been passed reducing the share capital of a company will not take effect until after the resolution has been filed with the registrar and the resolution may not, in any event, be filed with the Registrar until 35-days from the date of its passage. A special resolution reducing the share capital of a company must be advertised in the Gazette and, in the case of a public company, one national newspaper, in each case within five working days of the passage of the resolution. The advertisement regarding reduction of share capital is mandatory, and the directors will be subject to a fine in the event of non-compliance with the advertising requirement.

Any requirements with respect to distributions to shareholders?

Dividends are only paid to the fully paid-up shares. Dividends to the owner can be authorised by the owner from profits after fulfilment of tax obligations and other financial obligations of the company. Dividends are taxed.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes, they can and they must state what prevails between the shareholders agreement and the memorandum and articles of association in case of conflict.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

Filing annual return on anniversary date of incorporation which is USD 10 annually and USD 150 for a branch.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

Both local and foreign entities are subject to 30% Corporate tax.

Summary of any specific matters, e.g. recent or prospective major legal developments

Yes. Business Registration and Licensing Agency (BRELA) issued a deadline (December 2021) pursuant to an amendment of the Companies Act in July 2020 that came into effect on 14th May 2021 through the regulations made. The enactment has been made to require every company to disclose its beneficial owners with the Registrar of Companies. The said law has defined a beneficial owner as a natural person who:

1. Directly or indirectly ultimately owns or exercises substantial control over an entity or an arrangement;
2. Has substantial economic interest in or receives substantial economic benefit from an entity or arrangement directly or indirectly whether acting alone or together with other persons;
3. On whose behalf an arrangement is conducted; or
4. Exercises significant control or influence over a person or arrangement through a formal or informal agreement.

Information required to file beneficial ownership with registrar of Companies includes –

1. full name (including any former or other name);
2. date and place of birth;
3. telephone number;
4. nationality;
5. national identity number, passport number or other appropriate identification;
6. residential, postal and email address (if any);
7. place of work and position held;
8. nature of the interest including the details of the legal, financial, security, debenture or informal arrangement giving rise to the beneficial ownership; and
9. oath or affirmation as to whether the beneficial owner is a politically exposed person or not.