Retention of Documents Regulations under the Companies Act

RETENTION OF DOCUMENTS REGULATIONS UNDER THE COMPANIES ACT INTRODUCTION Companies are required to keep and maintain a number of documents. In implementing the requirement of keeping original copies of the company’s filed documents under section 455A of the Companies Act, the Minister for Investment, Industry and Trade, on 21 July 2023, issued the Companies (Retention and Disposal of Company Documents) Regulations, 2023 (the Regulations). The Regulations specify how companies should retain important documents. There are important points of the Regulations which are as explained below. The Requirement to retain documents Companies are required to ensure the maintenance of and availability of all of the original documents required to be kept. Such documents can be retained in paper form or electronic record (R.4).

Period of Retention Maximum retention period depending of the type of the document is prescribed in the first schedule of the Regulations. On the other hand, the Registrar may direct a company to retain documents beyond the prescribed period by a written notification with reasons (R.5). Disposal of documents and procedures of disposal The Regulations provide the circumstances of disposing the documents whereby a company may dispose its documents upon the expiration of retention period. It will be necessary to get the authority of the Board of Directors, Administrator or Liquidator of the company who shall be present at the time of the disposal and sign the disposal form (R.6).

Limitation on disposing the documents The company may be instructed to continue the retention of the of the documents required for any investigation or court proceedings until the procedures are completed; and if the company destroys such kind of documents, after being notified, it can be considered as a deliberate act and fine shall be imposed (R.7). Notification to the Registrar on the disposal The Regulations provides that there shall be a disposal form which shall be delivered to the Registrar within twenty eighty days from the date of disposal and failure to do this, the company shall be liable to a default fine. The fines / penalties for contravening any provision of these Regulations shall not be not less than one million shillings but not exceeding ten million shillings (R. 8).

Below is the List of the company documents and their retention periods as provided in the first schedule of the Regulations No. Type of Document Retention Period 1 Memorandum and Articles of Association and Alterations or Amendments 10 years 2 Application for Registration of a new company – Consolidated Form – Form 14a 10 years

3 Integrity Pledge Form 10 years 4 Return and declaration delivered for registration by a foreign company – Form 434 10 years 5 Certificate of Incorporation or Certificate of Compliance 10 years 6 Particulars of Beneficial Owners – Form 14b 5 years 7 Notice of Ceasing to be a beneficial owner – Form14c 5 years 8 Declaration by the registered owner of shares but who does not hold the beneficial interest in such shares – Form 14d 5 years 9 Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in the register of members – Form 14e 5 years 10 Change of Beneficial Owners particulars – Form 14f 5 years 11 Certificate of Change of Name 10 years 12 Notice of increase in number of members – Form 10 10 years 13 Declaration of satisfaction in full or in part of mortgage or charge – Form 104 10 years 14 Notice of Change in Situation or Address Of Registered Office – Form 111 5 years 15 Annual returns – Form 128 10 years 16 Appointment, Termination or Change Particulars of a Director or Secretary – Form 210a, 210b & 210c 10 years 17 Notification of ceasing to be a private company – Form 29 5 years 18 Liquidator’s statement of receipts and payments – Form 305 10 years 19 Members voluntary winding-up declaration of solvency – form 338 10 years 20 Return of final meeting in a member voluntary winding-up – Form 345 10 years 21 Notice of appointment of liquidator voluntary 10 years

winding up – Form 360a 22 Notice of appointment of liquidator voluntary winding up for insertion in gazette – Form 360b 10 years 23 Proof of debt general form – Form 365a 10 years 24 Affidavit of debt – Form 365b 10 years 25 Particulars with respect to the position of the liquidation – Form 394 10 years 26 Receiver or managers abstract of receipts and payments – Form 414 5 years 27 Notice of appointment of administrative receiver – Form 420 5 years 28 Statement of affairs administrative receiver – Form 421 5 years 29 Return of alteration in the charter statutes etc of a foreign company – Form 436a,436c,436d 10 years 30 Return of alteration in the address of registered office etc. of a foreign company – Form 436b 10 years 31 Particulars of a mortgage or charge foreign company – Form 437a 5 years 32 General description of the property charged – Form 437b 5 years 33 Particulars of an issue of secured debentures in a series foreign company – Form 437c 5 years 34 Particulars of a mortgage or charge subject to which property has been acquired foreign company – Form 437d 5 years 35 Particulars of a mortgage or charge subject to which property has been acquired foreign company – Form 437d 5 years 36 Return of allotment of share – Form 55a 10 years 37 Particulars of a contract relating to shares Allotted – 10 years

Form 55b or Contract 38 Statement of the amount in connection with the subscription of shares – Form 56 5 years 39 Notice of increase in Nominal capital – Form 66 10 years 40 Particulars of a mortgage or charge – Form 96 5 years 41 Particulars for the registration of a charge – Form 98a 5 years 42 Particulars of an Issue of Secured Debentures in a Series – Form 98b 5 years 43 Appointment of Receiver or Manager – Form 106 5 years 44 Resolutions and Minutes of board and members meetings 5 years 45 Notices 5 years 46 Company Registers (including but not limited to Directors, Members, Beneficial Owners, Securities or Charges) 10 years 47 Director’s Certificate of Solvency 10 years 48 Transfer or Transmission Instruments 10 years 49 Annual Accounts or Financial Statements 10 years 50 Disposal Form 10 years 51 Any other document or information that a company is required to keep in terms of the Act or any other written law.

10 years Disclaimer The views expressed in this paper are those of the author only and should not be considered as an official interpretation, defamatory or interference of any legislation, laws or policies of any country including Tanzania. The contents of this paper should not under any circumstances be reproduced or used without our express written consent. It should not be considered as a legal advice to any of its recipient(s) and should not be relied upon without obtaining further legal advice. We accept no liability for any loss occasioned or suffered due to the contents of this paper.