Introduction
The concept of beneficial ownership refers to an individual who ultimately holds or controls shares or voting rights or possesses the ability to appoint and remove the majority of the board in a company incorporated in Tanzania. This also includes any legal or natural person owning 5% or more direct or indirect shareholding in such a company. The concept was introduced through Amendments in the Finance Act no. 8 of 2020 under the Company Act, and it stands as a critical element of corporate governance.
Brief History of Beneficial Ownership in Tanzania
In keeping up with corporate governance trends in the world, Tanzania introduced regulations and rules concerning the disclosure of company beneficial owners. In 2014, Tanzania became a member of the Extractive Industries Transparency Initiatives (EITI) pilot scheme, which aimed to promote an open and accountable management of extractive resources such as oil, gas, and minerals. This initiative introduced the concept of beneficial ownership and paved the way for further regulations.
In 2016 while attending the Anti-Corruption Summit in London, Prime Minister Hon Kassim Majaliwa committed that; Tanzania will ensure implementation of the disclosure of the Beneficial Owners information on Extractive Companies. He also declared that there would be an established centre registry for the beneficial ownership of all extractive companies in Tanzania. Later on, in the year 2020, the government of the United Republic of Tanzania through the Finance Act, 2020 amended several laws to add the Beneficial Ownership rules, including beneficial owners’ definition and reporting hence there was an introduction of the Beneficial Ownership Regulation of 2021.
Further, in July 2023 there was an introduction of the new Regulation on Beneficial Ownership by the Minister for Investment Industry and Trade through Government Notice 478 of 2023 that revoked the 2021 Regulations. The major change in the new Regulation was that it restricted its applications only to companies incorporated in Tanzania whilst the old Regulation applied even to foreign companies that had registered their branches in the country. It also introduced a different method of reporting beneficial ownership depending on the beneficial ownership category (direct and indirect) when companies submit details of beneficial owners to the Registrar.
Purpose/Reason Behind
- Enhance transparency, integrity and accountability within companies by uncovering individuals who hold substantial control or own shares indirectly.
- Improving investment climate
Preventing Corruption and illicit financial flows.
Reporting Requirements of Beneficial Owners
Section 14(2) (b) of the Companies Act R.E 2002, makes it mandatory for any company incorporated in Tanzania to provide the Registrar with details of their beneficial owners through the Beneficial Owner Portal within 30 days of their name being entered into the register of members.
The new regulation specifies that a person becomes an indirect beneficial owner if he holds or acquires a beneficial interest in the company not registered in his name and becomes a direct beneficial owner if his name appears in the register of members of a company. In the event of an indirect beneficial owner ceasing, the company must file a notice to the Registrar through form No. 14c and pay the prescribed fee within thirty days of the cessation.
In the case of a person’s name being entered into the register of members of a company as the registered owner of shares, but not holding the beneficial interest in those shares, they must file a declaration to that effect using Form No. 14d within 30 days of their name being entered into the register. Furthermore, if a person holds or acquires a beneficial interest in shares of a company not registered in their name, they must file a declaration disclosing such interest using Form No. 14e within thirty days of acquiring the beneficial interest.
In the event of a change in the beneficial owners of a company, the company must lodge the particulars of the change using Form No. 14f within thirty days of the change, and also inform the Registrar of the change using the same form. The company must ensure that at least one director or the company secretary signs the notices of changes in beneficial ownership, and a certified true copy of the official identification document for every beneficial owner is submitted to the Registrar.
Offences and Penalties
A fine of 5 to 10 million TZS is imposed on non-compliance of requirements related to beneficial owners, failure to provide information to the Registrar about changes in beneficial ownership, or neglecting to provide a declaration on beneficial owners is considered a serious offence.
At Lawfic Attorneys,, we assist Clients on corporate legal compliance, by making sure that all the required procedures are adhered to, preparing required documents, and submitting applications to the relevant authorities. You may contact us through our below email address;
Email; info@lawficattorneys.co.tz
Disclaimer
This article cannot and does not contain legal advice. The legal information is provided for general information and education purposes only and is not a substitute for legal advice. Accordingly, before taking any actions based on the provided information, we encourage you to consult Lawfic Attorneys, or any licensed attorney for further legal advice.
Author; Adv. Nuru Aliko
