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Tanzania
Capital Markets and Securities Act
Chapter 79
- Published in Tanzania Government Gazette
- Commenced on 1 October 1994
- [This is the version of this document as it was at 31 July 2002 to 30 June 2008.]
- [Note: This legislation has been thoroughly revised and consolidated under the supervision of the Attorney General's Office, in compliance with the Laws Revision Act No. 7 of 1994, the Revised Laws and Annual Revision Act (Chapter 356 (R.L.)), and the Interpretation of Laws and General Clauses Act No. 30 of 1972. This version is up-to-date as at 31st July 2002.]
Part I – Preliminary provisions (ss. 1-5)
1. Short title and application
2. Interpretation
In this Act, unless the context otherwise requires—"advertisement" includes every form of advertising whether in a publication, brochure, handout, by letter head, by display of notice, circular or other documents by exhibition of photographs or cinematography films or videos, or by sound broadcasting or television broadcasting or distribution of recordings or in any other manner;"agent" in relation to a dealer, includes a person who is, or has at any time been, a banker of the dealer;"arbitrage" means profiting from differences in price of the same security traded on two or more markets;"auditor" means a company auditor qualified as such under the Companies Act 1;"Authority" means the Capital Markets and Securities Authority established by section 6;"book" includes any register, document or other record of information and any account or accounting record, however compiled, recorded or stored whether in written or printed form or microfilm by electronic process or otherwise;"collective investment scheme" means—(a)an open-ended investment company;(b)a unit trust scheme;(c)such other arrangements being arrangements with respects to property of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income; and(d)any other scheme or arrangement deemed by the Authority to be a collective investment scheme for the purposes of this Act;"Companies Act" means the Companies Act 2, and includes the Companies Decree of the Laws of Zanzibar 3;"company" means a company formed and registered under the Companies Act;"council", in relation to a stock exchange, means the persons for the time being in whom the management of the stock exchange is vested;"court" means the court having jurisdiction under this Act;"dealer" means a person who carries on the business of dealing in securities whether he carries on any other business or not, but does not include an exempt dealer;"dealer's representative" means a person, in the direct employment of, or acting for, or by arrangement with, a dealer, who performs for that dealer any of the functions of a dealer, other than work ordinarily performed by accountants, clerks or cashiers, whether his remuneration is by way of salary, wages, commission or otherwise; and where the dealer is a body corporate, includes any director or officer of the body corporate who performs for the body corporate any of the said functions;"dealing in securities" means whether as principal or agent making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into—(a)any agreement for or with a view to acquiring, disposing of, subscribing for, or underwriting securities; or(b)any agreement the purpose or the intended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities;"director" has the same meaning as is assigned to that expression in the Companies Act 4;"executive officer", in relation to a body corporate, means any person by whatever name called who is concerned or takes part in the management of the body corporate whether or not he is a director of the body corporate;"exempt dealer" means a person specified under section 49;"investment adviser" subject to section 3, means a person who—(a)carries on the business of advising others concerning securities;(b)as part of a regular business, issues or publishes analyses or reports concerning securities; or(c)pursuant to a contract or arrangement with a client, undertakes on behalf of the client, (whether on a discretionary authority granted by the client or otherwise) the management of a portfolio of securities for the purpose of investment;"investment company" means a body corporate, which has its purpose the investment of its funds with the aim of spreading investment risk and giving its members the benefit of the results of the management of those funds by or on behalf of that body;"investment representative" means a person, in the direct employment of or acting for or by arrangement with an investment adviser, who performs for such investment adviser any of the functions of an investment adviser (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission or otherwise, and includes any director or officer of a body corporate who performs for such body corporate any of the said functions;"licence" means—(a)a dealer's licence;(b)an investment adviser's licence; or(c)a representative's licence, issued under Part IV;"listing rules", in relation to a body corporate that maintains or provides or proposes to maintain or to provide, a stock market or a stock exchange, means rules governing or relating to—(a)the admission to the official list of the body corporate, of bodies corporate, governments, unincorporate bodies or other persons for the purpose of the quotation on the stock market, or made available by bodies corporate, governments unincorporated bodies or other persons or the removal from that official list and for other purposes; or(b)the activities or conduct of bodies corporate, governments, unincorporate bodies and other persons who are admitted to that list,whether those rules—3. Construction of the terms "investment adviser" and "prescribed interest"
For the purposes of this Act and notwithstanding the provisions of section 2—4. Construction of the term "associated person"
5. Persons deemed to have interest in securities
Part II – The Capital Markets and Securities Authority (ss. 6-24)
6. Establishment of the Authority
7. Meetings of the Authority
8. Appointment of Chief Executive and other staff
9. General Fund, financial year and accounts
10. General functions of the Authority
The functions of the Authority shall be—11. Power of the Authority to require production of books by a stock exchange and certain persons
12. Action on production of books or when books are not produced
13. Order by District Magistrate to search premises
14. Incriminating statement
15. Penalties
A person who—16. Copies of extracts of books to be admitted in evidence
17. Protection of privileged communication with advocate
Nothing in section 11, 12 or 13 shall compel an advocate to produce a document that contains privileged communication made by or to him in his professional capacity or authorise the taking of possession of any such document which is in his possession:Provided that an advocate shall not be entitled under this section to withhold the name and address of the person to whom or by or on whose behalf the communication was made.18. Secrecy of information from books
19. Disclosure to the Authority
20. Where the Authority suspects breach of specified provision
21. Investigation of certain matters
Where the Authority has reason to suspect that a person has committed an offence under this Act or the Companies Act 9 it may make such investigation as it thinks proper in pursuance of this Act.22. Inspection by the Authority
23. Power of court to make certain orders
24. Statements of principle
Part III – Stock exchanges (ss. 25-31)
25. Establishment of stock exchange
26. Power of the Authority to approve a stock exchange
27. Authority to approve amendments to rules
28. Stock exchange to provide certain assistance to the Authority and the disciplinary power of the Authority
29. Power of court to order observance or enforcement of rules of a stock exchange
30. Power to issue directions to a stock exchange
31. Power of the Authority to prohibit trading in particular securities
Part IV – Licences (ss. 32-49)
32. Dealer's licence
33. Dealer's representative's licence
34. Investment adviser's licence
35. Investment representative's licence
36. Application for or renewal of licence
37. Grant of dealer's licence or investment adviser's licence
38. Grant of representative's licence
39. False statements
Any person who, in connection with an application for a licence or for the renewal of a licence, wilfully and knowingly makes a statement which is false or misleading in a material particular or wilfully omits to state any matter or thing without which the application becomes misleading in a material particular, is guilty of an offence and shall be liable on conviction to a fine of not less than two hundred thousand shillings or to imprisonment for a term of not less than two years or to both such fine and imprisonment.40. Power of Authority to enquire into securities transactions in relation to the holder of a licence
41. Power of the Authority to impose conditions or restrictions
42. Deposit to be lodged in respect of dealer's licence
43. Period of licence
44. Notification of change of particulars
Where—45. Register of licence holders
46. Revocation or suspension of licenses
47. Operation pending renewal of licence
Where a person who holds a licence issued under this Act has before the expiration of the licence applied for a renewal of the licence, and the licence expires before the grant of the renewal or refusal or withdrawal of the application as the case may be, the licence shall, until the licence is renewed or the application for the renewal of the licence is refused or withdrawn, be deemed to continue in force.48. Appeals
49. Exempt dealers
Part V – Registers of interests in securities (ss. 50-56)
50. Application of this Part
51. Register of securities
52. Notice of particulars to the Authority
53. Defence to prosecution
54. Production of register
55. Particulars of financial journalists
56. Extract of register
The Authority may supply a copy of the extract of a register obtained under section 54 to any person who in the opinion of the Authority, should, in the public interest, be informed of the dealing in securities disclosed in the register.Part VI – Conduct of securities business (ss. 57-65)
57. Certain representations prohibited
58. Issue of contract notes
59. Certain persons to disclose certain interests in securities
60. Recommendations by adviser
61. Dealings as principal
62. Dealings by employees of holders of licences
63. Dealer to give priority to clients' orders
64. Use by dealer of clients' money
65. Short selling
Part VII – Accounts and audit (ss. 66-82)
66. Application of this Part
67. Accounts to be kept by dealers
68. Security documents in custody of dealer
69. Dealer's trust accounts
70. Purposes for which money may be withdrawn from a trust account
71. Appointment of auditor by dealer
72. Removal and registration of auditors
73. Fees and expenses of auditors
The reasonable fees and expenses of an auditor of a dealer shall be payable by the dealer.74. Dealer's account
75. Auditor to report to Authority in certain cases
76. Certain matters to be reported to the Authority
77. Defamation
78. Right of stock exchange to impose obligations, on members not affected by this Part
Nothing in this Part prevents a stock exchange imposing on members of that stock exchange any obligations or requirements, not being obligations or requirements inconsistent with this Act that the stock exchange thinks fit with respect to—79. Power of Court to restrain dealings in certain bank accounts
Where the Authority shows to the satisfaction of the Court—80. Duty of banker to make full disclosure
Where an order made under section 79 is directed to a banker, the banker shall—81. Power of Court to make further orders and give directions
Where an order is made under section 79 the Court may, on the application of the Authority or of a person affected by the order, make further orders—82. Power of Court to make order relating to payment of moneys
Part VIII – Fidelity funds (ss. 83-105)
83. Establishment of fidelity funds
84. Moneys constituting fidelity fund
The fidelity fund of a stock exchange shall consist of—85. Fund to be kept in separate bank account
All moneys forming part of a fidelity fund shall, pending the investment or application thereof in accordance with this Part, be paid or transferred into a bank in the United Republic of Tanzania.86. Payments out of fidelity fund
Subject to this Part, there shall be paid out of the fidelity fund of a stock exchange as required and in such order as the Council considers proper—87. Accounts of fund
88. Management committee
89. Minimum amount of fidelity fund
90. Measures where fidelity fund is reduced
If the fidelity fund is reduced below the sum of fifty million shillings or such other sum as the Minister may, by Notice in the Gazette determine, the Council shall take steps to make up the deficiency—91. Levy to meet liabilities
92. Power of stock exchange to make advances to fund
93. Investment of fund
Any moneys in a fidelity fund that are not immediately required for its purposes may be invested by the Council in any manner in which trustees are for the time being authorised by law to invest trust funds.94. Application of fund
95. Claims against fund
96. Notice calling for claims against fund
97. Power of Council to settle claims
98. Form of order of Court establishing claim
Where in any proceedings brought to establish a claim the Court is satisfied that the defalcation on which the claim is founded was actually committed and that the claimant has a valid claim, the Court shall by order—99. Power of Council to require production of securities
100. Subrogation of stock exchange to rights, etc., of claimant upon payment from fund
On payment out of a fidelity fund of any moneys in respect of a claim under this Part, the stock exchange shall be subrogated to the extent of such payment to all the rights and remedies of the claimant in relation to the loss suffered by him from the defalcation.101. Payment of claims only from fund
No moneys or other property belonging to a stock exchange, other than the fidelity fund, shall be available for the payment of any claim under this Part whether the claim is allowed by the Council or is made the subject of an order of the Court.102. Provisions where fund insufficient to meet claims where claims exceed total amount payable
103. Power of Council to enter into contracts of insurance
104. Application of insurance moneys
No claimant against a fidelity fund shall have any right to action against any insurer with whom a contract of insurance or indemnity is made under this Part in respect of such contract, or have any right or claim on any moneys paid by the insurer under any such contract.105. Interpretation of this Part
In this Part, unless the context otherwise requires—"Council" in relation to a fidelity fund of a stock exchange, means the Council of that stock exchange;"fidelity fund" or "fund" means a fidelity fund established under section 83;"stock exchange", in relation to a fidelity fund, means the stock exchange which established the fidelity fund.Part IX – Trading in securities (ss. 106-113)
106. False trading and market rigging transactions
107. Stock market manipulation
108. False or misleading statements
Any person who makes a statement, or disseminates information, that is false or misleading in a material particular that is likely to induce the sale or purchase of securities by other persons or is likely to have the effect of raising, lowering, maintaining or stabilising the market price of securities if, when he makes or disseminates the information—109. Fraudulently inducing persons to deal in securities
110. Dissemination of information about illegal transactions
Any person who circulates, disseminates or is concerned in the circulation or dissemination of, any statement or information to the effect that the price of any securities of a body corporate will or is likely to rise or fall or be maintained by reason of any transaction entered into or other act or thing done in relation to securities of that body corporate, or of a body corporate that is related to that body corporate, in contravention of any of the provisions in this Part is guilty of an offence where—111. Employment of manipulative and deceptive devices
It is unlawful for any person directly or indirectly in connection with the purchase or sale of any securities—112. Prohibition of dealings in securities by insiders
113. Penalties and compensation
Part X – Interim stock trading facility (s. 114)
114. Provision for interim stock trading facility
Part XI – Collective investment schemes (ss. 115-129)
115. Authorisation and regulation of schemes
116. Restriction of promotion
A person who—117. Authorised collective investment scheme
No person shall set up or manage any collective investment scheme in Tanzania unless—118. Application to operate a collective investment scheme
119. Qualifications of trustee or custodian
120. Publication of scheme particulars
121. Publication of alterations
122. Revocation of approval
123. Investigation
124. Directions of the Authority
125. Injunctions
126. Restitution order
127. Application to Court
128. Submission of reports
129. Offences
Subject to sections 115 and 116 any person who contravenes any provisions of this Part or any regulation made under it shall commit an offence and shall, on conviction be liable to a fine not exceeding five hundred thousand shillings and to imprisonment for a term not exceeding two years or both the fine and imprisonment.Part XII – Public offers of securities (ss. 130-134)
130. Advertisements
For the purposes of this Part, an advertisement publicly offers securities if—131. Prospectus to be approved by Authority
Subject to subsection (2), no person shall issue or cause to be issued in Tanzania an advertisement publicly offering any securities unless the issuer or offeror of such securities has submitted for approval to the Authority, and the Authority has approved, a prospectus which complies with the requirements of this Part.132. Contents of prospectus
133. Compensation
134. Issuer of securities publicly held prior to the coming into operation of this Act
Part XIII – Advertisements relating to securities business (ss. 135-136)
135. Advertisements relating to securities business
136. Advertisement for offer of securities
Part XIV – Miscellaneous provisions (ss. 137-150)
137. Restriction on use of title "stock broker" or "stock exchange"
138. Offences by directors or managers
139. Falsification of records by directors, employees and agents
Any director, manager, auditor, employee or agent of a stock exchange, of a dealer or of an investment adviser, who—140. False reports to the Authority or stock exchange
Any person who, with intent to deceive, makes or furnishes, or knowingly and wilfully authorises or permits the making or furnishing of, any false or misleading statement or report to the Authority, a stock exchange or any officers of the Authority relating to—141. Immunity of the Authority and its employees
No action or other legal proceedings shall lie against the Authority or any officer or employee of the Authority or any person, including a stock exchange, acting under the direction of the Authority for any act done or purported to be done in good faith in the performance, or intended performance, of any duty, or in the exercise of any power under this Act or the regulations made thereunder.142. Offences by body corporate
Where a body corporate is guilty of an offence under this Act, any director, executive officer, secretary or employee of the body corporate who was in any way, by act or omission, directly or indirectly, knowingly concerned in, or to, the commission of the offence shall also be guilty of that offence.143. Power of Court to prohibit payment or transfer of moneys, securities or other property
144. Injunctions
145. General penalty
A person who is guilty of an offence under this Act for which no specific penalty is provided, shall be liable on conviction to a fine of not less than five hundred thousand shillings or imprisonment for a term of not less than two years or to both.146. Proceedings, by whom to be taken and power to compound offences
147. Power of Minister to give directions to the Authority
The Minister may give to the Authority directions of a general or specific character as to the exercise of its functions; and it shall be the duty of the Authority to give effect to any such directions.148. Regulations
149. ***
[Interim provision]150. Court of original jurisdiction
No court which is below a District Court presided over by a Resident Magistrate may give any order or try any offence under this Act.History of this document
02 December 2022 amendment not yet applied
08 March 2022 amendment not yet applied
Amended by
Anti-Money Laundering (Amendment) Act, 2022
02 November 2015 amendment not yet applied
Amended by
Commodity Exchanges Act, 2015
01 July 2013 amendment not yet applied
Amended by
Finance Act, 2013
28 May 2010 amendment not yet applied
01 July 2008 amendment not yet applied
Amended by
Finance Act, 2008
31 July 2002 this version
Consolidation
01 October 1994
Commenced
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