Companies Act, Mining Act and Employment Regulation Amendments

Companies Act Amendments:

(a) The Companies Act now requires the transfer or transmission of shares must be notified to the Registrar of Companies within 28 days from the date of such transfer or transmission. Such notification should include the copy of a tax clearance certificate from the revenue authority. The prescribed format for such notification will be published in the Regulations at the later stage. Prior to this amendment, there was no mandatory requirement to notify the Registrar of Companies. The latter found out about such changes on the next annual return of the company.

(b) Only advocates or auditors can be company secretaries for public companies.

(c) Persons who are 18 years and those above 70 years can now be appointed as directors. Previously, only persons between 21-70 years of age could be appointed as directors meaning those below 21 and above 70 years could not be directors without a special approval.

(d) The Minister of Trade and Industries (in consultation with the Minister of Finance) now has powers to waive part or whole of late filing fees.

(e) All companies must keep proper records of their original documents and may be inspected by the Registrar of Companies. This amendment now becomes necessary because all filings are done electronically.

Mining Act amendments:

‘Gross value’ definition has been amended to read as follows; the market value of mineral or, minerals at the point of refining or sale or, in the case of consumption within Tanzania, at the point of delivery within Tanzania.

There is an additional clause which allows the Government and the holder of a special mining licence or mining licences to enter into a special arrangement to allow the Government to have effective participation in the mining operations. However, this special arrangement does not prejudice the right of the Government to acquire not less than 16% non-diluted free carried interest.

Non-Citizens (Employment Regulations) Act amendment:

The entities which are registered under the Tanzania Investment Center (TIC) and the Export Processing Zone Authority (EPZA) are allowed to employ up to 10 expatriates. Previously, such entities were allowed to employ up to five (5) expatriates during the startup period of investment.

This amendment has positively created more favorable conditions for companies registered under the TIC and EPZA compared to those which have not.

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