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Tanzania
Companies Act, 2002
Chapter 212
- Published in Government Gazette
- Assented to on 27 June 2002
- Commenced on 1 March 2006 by Companies Act (Date of Commencement) Notice, 2006
- [This is the version of this document as it was from 1 July 2016 to 29 June 2019.]
- [Note: This legislation was revised and consolidated as at 31 July 2002 and 30 November 2019 by 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. All subsequent amendments have been researched and applied by Laws.Africa for TANZLII.]
- [Amended by Business Laws (Miscellaneous Amendments) Act, 2012 (Act 3 of 2012) on 27 July 2012]
- [Amended by Finance Act, 2016 (Act 2 of 2016) on 1 July 2016]
Part I – Preliminary provisions (ss. 1-2)
1. Short title and commencement
2. Interpretation
In this Act, unless the context otherwise requires—"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including so far as they apply to the company, the regulations contained in Table A in the First Schedule to either of the repealed enactments or in Table A in the Schedule to this Act;"bank" means a bank as defined in the Banking and Financial Institutions Act1;"book and paper" and "book or paper" include accounts, deeds, writings and documents;"Capital Markets and Securities Authority" means the Authority established by section 6 of the Capital Markets and Securities Act2;"certified" means certified in the prescribed manner to be a true copy or a correct translation;"certified public accountant" means Certified Public Accountant as defined in the National Accountants and Auditors Act3;"company" means a company formed and registered under this Act or an existing company;"the court", used in relation to a company, means the court having jurisdiction to wind up the company;"dealer or investment adviser" means a dealer or investment adviser as defined in the Capital Markets and Securities Act4;"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;"director" includes any person occupying the position of director by whatever name called;"document" includes summons, notice, order, and other legal process, and registers;"existing company" means a company formed and registered under either of the repealed Ordinances;"generally accepted principles of accounting" means such practices, principles, guidelines or accounting and auditing standards, taking into account international practices, principles and standards, as shall be issued by the National Board of Accountants and Auditors;"group" means a parent or holding company and its subsidiaries;"insolvency practitioner" means—(i)a Certified Public Accountant certified by the National Board of Accountants and Auditors or other regulatory body of the profession as having the requisite experience of insolvency;(ii)a qualified Advocate of the High Court having the requisite experience of insolvency;(iii)such other persons as may be specified by the Minister in regulations;"insurance company" means a company which is an insurance broker, insurance agent or an insurer as those expressions are defined in the Insurance Act5;"limited company" means a company limited by shares or a company limited by guarantee;"memorandum" means the memorandum of association of a company, as originally framed or as altered from time to time;"Minister" means the Minister for the time being responsible for trade;"offer document" means any document, prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or purchase any shares or debentures of a company or any interest therein, or any right to acquire any shares or debentures or any interest therein;"officer", in relation to a body corporate, includes a director, manager or secretary;"open-ended investment company" means a body corporate—(a)which has as 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; and(b)the members in which have rights represented by shares of securities of that body which—(i)those members are entitled to have redeemed or purchased from them by or out of funds provided by that body; or(ii)the body shares can be sold by the members on an investment exchange at a price related to the value of the property to which they relate;"personal representative" means—(a)in the case of a deceased person to whom the Indian Succession Act, 1865 applies either wholly or in part, his executor or administrator;(b)in the case of any other deceased person, any person who, under law or custom, is responsible for administering the estate of such deceased person;"printed" means reproduced by original letterpress or by laser or other form of printer or by such other means as may be prescribed;"Registrar" means the Registrar of companies or any Deputy or Assistant Registrar or other officer performing under this Act the duty of registration of companies;"the repealed Companies Act" means the Companies Act6 (Ordinance No. 46 of 1931, of the Laws of Tanganyika);"the repealed Ordinances" means the Indian Companies Act, 1882 (as applied to Tanzania);"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;"statutory corporation" has the meaning given in the Public Corporations Act7;"Table A" means Table A in the Schedule to this Act;"Tanzania" means mainland Tanzania and does not include Tanzania Zanzibar;"undertaking" means a body corporate or partnership or an unincorporated association carrying on a trade or business with or without a view to profit;"wholly-owned subsidiary": a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries or its nominees.Part II – Incorporation of companies and matters incidental thereto (ss. 3-44)
Chapter I
The company's memorandum and articles (ss. 3-29)
Memorandum of Association (ss. 3-8)
3. Mode of forming incorporated company
4. Requirements with respect to memorandum
5. Signature of memorandum
6. Restriction on alteration of memorandum
A company may not alter the conditions contained in its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Act.7. Statement of company's objects: general commercial company
Where the company's memorandum states that the object of the company is to carry on business as a general commercial company—8. Mode in which and extent to which memorandum may be altered
Memorandum and Articles of Association (ss. 9-23)
9. Articles prescribing regulations for companies
10. Regulations required in case of unlimited company or company limited by guarantee
11. Adoption and application of Table A
12. Statutory forms of memorandum and articles
13. Alteration of articles
14. Registration of memorandum and articles
15. Effect of registration
16. Conclusiveness of certificate of incorporation
17. Registration of unlimited company as limited
18. Effect of memorandum and articles
19. Memorandum and articles of a company limited by guarantee
20. Effect of alteration on company's members
Notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration—21. Power to alter conditions in memorandum which could have been contained in articles
22. Copies of memorandum and articles to be given to members
23. Issued copies of memorandum to embody alterations
Membership of Company (ss. 24-26)
24. Definition of member
25. Membership of holding company
26. Members severally liable for debts where business carried on with fewer than two members
26A. Single shareholder
Private companies (ss. 27-29)
27. Meaning of "private company"
28. Consequences of default in complying with conditions constituting a private company
Where the articles of a company include the provisions which, under section 27 are required to be included in the articles of a company in order to constitute it a private company but default is made in complying with any of those provisions, the company shall cease to be entitled to any privilege or exemption conferred on private companies under any of the provisions of this Act, and thereupon the provisions of this Act shall apply to the company as if it were a public company:Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.29. Company ceasing to be private company
Chapter II
Company names (ss. 30-34)
30. Reservation of name and prohibition of undesirable name
31. Change of name
32. Power to dispense with "Limited"
33. Power to require company to abandon misleading name
34. Penalty for improper use of "limited" or "public limited company" etc.
Chapter III
A company's capacity; formalities of carrying on business (ss. 35-44)
35. A company's capacity not limited by its memorandum
36. Power of directors to bind the company
37. No duty to enquire as to capacity of company or authority of Directors
A party to a transaction with a company is not bound to enquire as to whether it is permitted by the company's memorandum or as to any limitation on the powers of the board of directors to bind the company or authorise others to do so.38. Company contracts
A contract may be made—39. Execution of documents
40. Pre-incorporation contracts, deeds and obligations
41. Bills of exchange and promissory notes
A bill of exchange or promissory note shall be deemed to have been made, accepted, or endorsed on behalf of a company if made, accepted, or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority, expressly or impliedly.42. Execution of deeds abroad
43. Power for company to have official seal for use abroad
44. Authentication of documents
A document or proceeding requiring authentication by a company may be signed by a director, secretary, or other authorised officer of the company, and need not be under its common seal.Part III – Share capital and debentures (ss. 45-95)
45. Public and private companies
Offer documents (ss. 46-53)
46. Dating of offer document
An offer document issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the offer document.47. Matters to be stated and reports to be set out in offer document
48. Expert's consent to issue of offer document containing statement by him
49. Registration of offer document
50. Civil liability for misstatements in offer document
51. Criminal liability for misstatements in offer document
52. Document containing offer of shares or debentures for sale to be deemed offer document
53. Interpretation of provisions relating to offer documents
For the purpose of the foregoing provisions of this Part—Allotment (ss. 54-55)
54. Requirements as to allotments
Requirements as to allotments of shares or debentures pursuant to the issue of an offer document, the effect of irregular allotments and other related matters shall be as prescribed from time to time in regulations made by the Minister for the time being responsible for finance, or by the Capital Markets and Securities Authority or such other authority designated for the purpose.55. Return as to allotments
Commissions and discounts, financial assistance (ss. 56-57)
56. Power to pay certain commissions, and prohibitions of payment of all other commissions, discounts, etc.
57. Prohibition of provision of financial assistance by company for purchase or subscription for its own, or its holding company's shares
Construction of references to offering shares or debentures to the public (s. 58)
58. Construction of references to offering shares or debentures to the public
Issue of shares at premium and discount and redeemable shares (ss. 59-61)
59. Application of premiums received on issue of shares
60. Power to issue shares at a discount
61. Power to issue redeemable shares
Miscellaneous provisions as to share capital (ss. 62-67)
62. Power of company to arrange for different amounts being paid on shares
A company, if so authorised by its articles, may do any one or more of the following things—63. Reserve liability of limited company
A limited company may by special resolution determine that any portion of its share capital which has not been already called up shall not be capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes aforesaid.64. Power of company to alter its share capital
65. Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc.
66. Notice of increase of share capital
67. Power of unlimited company to provide for reserve share capital on re-registration
An unlimited company having a share capital may, by its resolution for registration as a limited company in pursuance of this Act, do either or both of the following things, namely—Reduction of share capital (ss. 68-72)
68. Disapplication re: open-ended investment companies
Sections 69, 70, 71 and 72 inclusive shall not apply to an reopen-ended investment company whose establishment has been duly authorised under the Capital Markets and Securities Act10.69. Special resolution for reduction of share capital
70. Directors' certificate of solvency
71. Application to court by creditors objecting to the reduction
72. Liability of members and directors in respect of reduced shares
Variation of shareholders' rights (s. 73)
73. Rights of holders of special classes of shares
Transfer of shares and debentures, evidence of title, etc. (ss. 74-87)
74. Nature of shares
The shares or other interest of any member in a company shall be movable property transferable in manner provided by the articles of the company.75. Share depositories
76. Numbering of shares
Each share in a company having a share capital shall be distinguished by its appropriate number:Provided that, if at any time all the issued shares in a company, or all the issued shares therein of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with shares of the same class for the time being issued and fully paid up.77. Transfer not to be registered except on production of instrument of transfer
Notwithstanding anything in the articles of a company, it shall not be lawful for the company to register a transfer of shares in or debentures of the company unless a proper instrument of transfer duly stamped has been delivered to the company:Provided that nothing in this section shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.78. Transfer by personal representative
A transfer of the share or other interest of a deceased member of a company made by his personal representative shall, although the personal representative is not himself a member of the company, be as valid as if he had been such a member at the time of the execution of the instrument of transfer.79. Registration of transfer at request of transferor
On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.80. Notice of refusal to register transfer
81. Certification of transfers
82. Duties of company with respect to issue of certificates
83. Evidence of title
84. Evidence of grant of probate
The production to a company of any document which is by law sufficient evidence of—85. Issue and effect of share warrants to bearer
86. Penalty for impersonation of share holder
If any person falsely and deceitfully impersonates any owner of any share or interest in any company, or of any share warrant or coupon, issued in pursuance of this Act, and thereby obtains or endeavours to obtain any such share or interest or share warrant or coupon, or receives or endeavours to receive any money due to any such owner, as if the offender were the true and lawful owner, he shall be guilty of an offence, and shall on conviction thereof be liable to imprisonment or to a fine or both.87. Offences in connection with share warrants
Special Provisions as to Debentures (ss. 88-95)
88. Provisions as to register of debenture holders
89. Rights of debenture holders and shareholders to inspect register of debenture holders and to have copies of trust deed
90. Liability of trustees for debenture holders
91. Perpetual debentures
A condition contained in any debentures or in any deed for securing any debentures, whether issued or executed before or after the appointed day, shall not be invalid by reason only that the debentures are thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding.92. Power to re-issue redeemed debentures in certain cases
93. Saving, in case of re-issued debentures of rights of certain mortgagees
Where any debentures which were redeemed before 1st October 1932, have been re-issued after that day and before the appointed day or are re-issued after the appointed day, the re-issue of the debentures shall not prejudice and shall be deemed not to have prejudiced any right or priority which any person would have had under or by virtue of any mortgage or charge created before such date.94. Specific performance of contracts to subscribe for debentures
A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.95. Payment of debts out of assets subject to floating charge
Part IV – Registration of charges (ss. 96-109)
Registration of charges with Registrar (ss. 96-106)
96. Registration of charges
97. Charges which have to be registered
98. Formalities of registration (debentures)
99. Charges created outside Tanzania
100. Duty of company to register charges created by company
101. Duty of company to register charges existing on property acquired
102. The companies charges register
103. Endorsement of certificate of registration on debentures
104. Registration of satisfaction and release of property from charge
The Registrar on evidence being given to his satisfaction with respect to any registered charge—105. Extension of time to register charges or rectification
The court, on being satisfied that the omission to register a charge within the time required by this Act or that the omission or misstatement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the court just and expedient, order that the time for registration shall be extended, or, as the case may be, that the omission or misstatement shall be rectified.106. Registration of enforcement of security
Provisions as to company's register of charges and as to copies of instruments creating charges (ss. 107-109)
107. Copies of instruments creating charges to be kept by company
108. Company's register of charges
109. Right to inspect instruments creating charges
Part V – Management and administration (ss. 110-234)
Chapter I
Registered office and name (ss. 110-114)
110. Registered office of company
111. Notification of situation of registered office and of change therein
112. Publication of name by company and form of seal
Statement of amount of paid-up capital (s. 113)
113. Statement of amount of capital subscribed and amount paid up
Restriction on commencement of business (s. 114)
114. Restrictions on commencement of business
Chapter II
Register of members (ss. 115-127)
115. Register of members
116. Index of members
117. Entries in register in relation to share warrants
118. Inspection of register and index
119. Non-compliance with requirements as to register owing to agent's default
Where, by virtue of section 115(2)(b), the register of members is kept at the office of some person other than the company, and by reason of any default of that person the company fails to comply with section 115(3), section 116(3), or section 118 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who was in default, and the power of the court under section 118(4) shall extend to the making of orders against that other person and his officers and servants.120. Power to close register
A company may, on giving notice by advertisement in a newspaper circulating in the district of Tanzania in which the registered office of the company is situated, close the register of members for any time or times not exceeding in the whole thirty days in each year.121. Power of court to rectify register
122. Trusts not to be entered on register
No notice of any trust, expressed, implied or constructive, shall be entered on the register, or be receivable by the Registrar.123. Register to be evidence
The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted therein.Branch register (ss. 124-127)
124. Power to keep branch register
125. Regulations as to branch register
126. Stamp duties in case of shares registered in branch registers
An instrument of transfer of a share registered in a branch register, shall be deemed to be a transfer of property situated out of Tanzania, and, unless executed in any part of Tanzania, shall be exempt from stamp duty chargeable in Tanzania.127. Branch registers of companies kept in Tanzania
If, by virtue of the law in force in any country outside Tanzania, companies incorporated under that law have the power to keep in Tanzania branch registers of their members resident in Tanzania, the Minister may by order published in the Gazette direct that section 115(2) except the proviso thereto and sections 118 and 121 shall, subject to any modifications and adaptations specified in the order, apply to and in relation to any such branch registers kept in Tanzania as they apply to and in relation to the registers of companies within the meaning of this Act.Chapter III
Annual return (ss. 128-132)
128. Duty to deliver annual returns
129. Contents of annual return: general
130. Contents of annual return: share capital and shareholders
131. Annual return to be made by company not having a share capital
Every company not having a share capital shall make an annual return containing the information specified in section 129 and there shall be annexed to the return a statement containing particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the Registrar under this Act, or which would have been required so to be registered if created after 1st December 1920.132. Accounts and other documents to be annexed to annual return
Chapter IV
Meetings and resolutions (ss. 133-150)
Meetings (ss. 133-150)
133. Annual general meeting
134. Extraordinary general meeting on members' requisition
135. Length of notice for calling meetings
136. General provisions as to meetings and votes
The following provisions shall have effect in so far as the articles of the company do not make other provisions in that behalf—137. Power of court to order meeting
138. Proxies
139. Rights to demand a poll
140. Voting on a poll
On a poll taken at a meeting of a company or a meeting of any class of members of a company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.141. Representation of corporations at meetings
142. Circulation of members' resolutions, etc.
143. Special resolutions
144. Resolutions requiring special notice
145. Registration and copies of certain resolutions and agreements
146. Resolutions passed at adjourned meetings
Where a resolution is passed at an adjourned meeting of—147. Written resolutions
148. Minutes of proceedings of meetings of company and of directors
149. Recording of written resolutions
150. Inspection of minute books
Chapter V
Accounts and audit (ss. 151-179)
151. Keeping of books of accounts
152. Accounting period
A company's first accounting period shall be the period of more than six months, but not more than eighteen months, beginning with the date of its incorporation. Its subsequent accounting periods shall be successive periods of twelve months beginning immediately after the end of the previous accounting period.153. Duty to prepare individual accounts
The directors of every company shall prepare individual accounts for each accounting period and lay before the company in general meeting in accordance with section 166, and such accounts shall indicate—154. Requirements for accounts
155. Duty to prepare group accounts
156. Exemption from the requirement to prepare group accounts
157. Registrar's power to extend accounting period
Where it appears to the Registrar desirable for a holding company or a subsidiary to extend its accounting period so that the subsidiary's accounting period may end with that of the holding company, and for that purpose to postpone the submission of the relevant accounts to a general meeting, the Registrar may on the application or with the consent of the directors of the company whose accounting period is to be extended direct that, in the case of that company, the submission of accounts to a general meeting, the holding of an annual general meeting or the making of an annual return shall be so postponed.158. Approval and signing of accounts
159. Duty to prepare directors' report
160. Approval and signing of directors' report
161. Auditors' report
162. Signature of auditors' report
163. Duties of auditors
164. Persons entitled to receive copies of accounts and reports
165. Right to demand copies and reports
166. Accounts and copies of reports to be laid before the company in general meeting
167. Accounts and reports to be delivered to the Registrar
168. Minister's notice in respect of annual accounts
169. Exemption from requirement to deliver accounts and reports for unlimited companies
Auditors (ss. 170-179)
170. Appointment and remuneration of auditors
171. Exemption from audit for qualifying private companies
172. Directors' statement and certificate
173. Right to require audit
174. Resolutions appointing or removing auditors
175. Disqualification from appointment as auditor
176. Rights to information
177. Resignation of auditors
178. Rights of resigning auditors
179. Statement by person ceasing to hold office as auditor
Chapter VI
Dividends (s. 180)
180. Dividends
Chapter VII
A company's management (ss. 181-214)
Directors and other officers (ss. 181-213)
181. Management of company
Subject to any modifications, exceptions, or limitations contained in this Act or in the company's articles, the directors of a company have all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of a company.182. Duty of directors to act in good faith and in best interests of company
183. Directors to have regard to interests of employees
184. Powers to be exercised for proper purpose
A director must exercise his powers for proper purposes.185. Directors' duty of care
A director owes the company a duty to exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both—186. Number of directors
Every company shall have at least two directors save for a limited liability single shareholder company which shall have one Director.[section 186 amended by section 25 of Act 3 of 2012]187. Secretary
188. Avoidance of acts done by person in dual capacity
A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.189. Validity of acts of directors
The acts of a director or manager shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.190. Restrictions on appointment of director
A person shall not be capable of being appointed director of a company by the articles unless, before the registration of the articles or the publication of the offer document, as the case may be, he has by himself or by his agent authorised in writing signed and delivered to the Registrar for registration a consent in writing to act as such director.191. Share qualifications of directors
192. Appointment of directors of public companies to be voted on individually
193. Removal of directors
194. Minimum age for appointment of directors and retirement of directors over age limit
195. Duty of directors to disclose age
196. Provisions as to undischarged bankrupts acting as directors
197. Disqualification orders
198. Personal liability for company's debts where person acts while disqualified
199. Prohibition of tax-free payments to directors
200. Prohibition of loans to directors and connected persons
201. Approval of company requisite for payment to director for loss of office, etc.
It shall not be lawful for a company to make to any director of the company any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment (including the amount thereof) being disclosed to members of the company and the proposal being approved by the company in general meeting.202. Approval of company requisite for any payment, in connection with transfer of its property to director
203. Duty of director to disclose payment for loss of office etc., made in connection with transfer of shares in company
204. Provisions supplementary to sections 201, 202 and 203
205. Register of directors' shareholdings
206. Particulars in accounts of directors' salaries, pensions, etc.
207. Particulars in accounts of loans to officers, etc.
208. General duty to make disclosure for purposes of sections 205, 206 and 207
209. Disclosure by directors of interests in contracts
210. Register of directors and secretaries
211. Directors' service contracts to be open to inspection
212. Director's contract of employment for more than five years
213. Particulars in business documentation
Avoidance of provisions in articles or contracts relieving officers from liability (s. 214)
214. Provisions as to liability of officers and auditors
Subject as hereinafter provided, any provision, whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company, shall be void:Provided that—Chapter VIII
Investigation and inspection (ss. 215-228)
Investigation by the Registrar (ss. 215-216)
215. Registrar's power to call for information
Where the Registrar believes and has reasonable cause to believe on perusal of any document which a company submits to him under the provisions of this Act, that the document does not disclose a full and fair statement of the matters to which it purports to relate, he may, by a written order, call on the company concerned to produce all or any of the books of the company or to furnish in writing such information or explanation as he may specify in his order and such books shall be produced and such information or explanation shall be furnished by the company within such time as may be specified in the order.216. Duty to furnish information
Inspection (ss. 217-228)
217. Investigation of company's affairs on application of members
218. Investigation of company's affairs in other cases
Without prejudice to its powers under section 217, the court—219. Power of inspectors to carry out investigation into affairs of related companies
If an inspector appointed under either of sections 217 or 218 to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs of any other body corporate which is or has at any relevant time been the company's subsidiary or parent company or a subsidiary of its parent company or a parent company of its subsidiary, he shall have power so to do, and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.220. Production of documents, and evidence, on investigation
221. Inspector's report
222. Proceedings on inspectors' reports
223. Expense of investigation
224. Inspectors' report to be evidence
A copy of any report of an inspector appointed under the foregoing provisions of this Act shall be admissible in any legal proceedings as evidence of the opinion of the inspector in relation to any matter contained in the report.225. Appointment and powers of inspectors to investigate ownership of company
Regulations may be made by the Minister for the time being responsible for finance, or by the Capital Markets and Securities Authority or such other authority designated for the purpose, for the investigation of the ownership of any company or any shares or debentures or for the purpose of determining the true persons who are or have been financially interested in the success or failure of the company or able to control or materially to influence its policy.226. Destroying, mutilating, etc., company documents
227. Saving for advocates and bankers
Nothing in the foregoing provisions of this Chapter shall require disclosure to the court or to the Registrar or to an inspector appointed by the court or the Registrar—228. Investigation of foreign companies
Chapter IX
Arrangements and reconstructions (ss. 229-232)
229. Power to compromise with creditors and members
230. Information as to compromise to be circulated
231. Provisions for facilitating reconstruction and amalgamation of companies
232. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
Chapter X
Unfair prejudice and derivative actions (ss. 233-234)
233. Order in cases of unfair prejudice
234. Derivative actions
Part VI – Miscellaneous provisions relating to insolvency, etc. (ss. 235-239)
235. Introduction to provisions on insolvency, etc.
236. Holders of office to be insolvency practitioners
237. Appointment of office of two or more persons
238. Validity of office-holders' acts
The acts of an individual as supervisor, administrator, liquidator or provisional liquidator, or administrative receiver of a company are valid notwithstanding any defect in his appointment, nomination or qualifications.239. Supplies of gas, water, electricity, etc.
Part VII – Administration orders and company voluntary arrangements (ss. 240-266)
Chapter I
Company voluntary arrangements (ss. 240-246)
The proposal (ss. 240-242)
240. Those who may propose an arrangement
241. Procedure where nominee is not the liquidator or administrator
242. Summoning of meetings
Consideration and implementation of proposal (ss. 243-246)
243. Decisions of meetings
244. Effect of approval
245. Challenge of decisions
246. Implementation of proposal
Chapter II
Administration orders (ss. 247-266)
Making of Administration order (ss. 247-251)
247. Power of court to make order
248. Application for order
249. Effect of application
250. Effect of administration order
251. Notification of order
Administrators (ss. 252-258)
252. Appointment of administrator
253. General powers
254. Power to deal with charged property, etc.
255. General duties
256. Discharge or variation of administration order
257. Vacation of office
258. Release of administrator
Ascertainment and investigation of company's affairs (ss. 259-263)
259. Information to be given by administrator
260. Statement of affairs
261. Statement of proposals
262. Consideration of proposals by creditors meeting
263. Approval of substantial revisions
Miscellaneous (ss. 264-266)
264. Creditors' committee
265. Protection of interests of creditors
At any time when an administration order is in force, a creditor or member of the company may apply to the court by petition for an order under this section on the ground—266. Orders to protect interests of creditors
Part VIII – Winding up (ss. 267-404)
Chapter I
Preliminary provisions (ss. 267-274)
Modes of winding up (s. 267)
267. Modes of winding up
Contributories (ss. 268-274)
268. Contributories
In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, subject to the provisions of section 269 and the following qualifications—269. Liability of certain directors, etc.
In the winding up of a limited company, any director or manager, whether past or present, whose liability is, under the provisions of this Act, unlimited, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of the winding up a member of an unlimited company:Provided that—270. Contributories: companies limited by guarantee
In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable, in addition to the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up, to contribute to the extent of any sums unpaid on any shares held by him.271. Definition of contributory
The term "contributory" means every person liable to contribute to the assets of a company in the event of its being wound up, and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory.272. Nature of liability of contributory
The liability of a contributory shall create a debt accruing due from him at the time when his liability commenced, but payable at the times when calls are made for enforcing the liability.273. Contributories in case of death of member
274. Contributories in case of bankruptcy of member
If a contributory becomes bankrupt, either before or after he has been placed on the list of contributories—Chapter II
Winding up by the court (ss. 275-332)
Jurisdiction (ss. 275-278)
275. Jurisdiction to wind-up companies registered in Tanzania
276. Transfer of proceedings from High Court to Resident Magistrates' Court
Where the High Court makes an order for winding up a company under this Act, it may, if it thinks fit, direct all subsequent proceedings to be held in a Resident Magistrates' Court and thereupon such court shall for the purpose of winding up the company be deemed to be the court within the meaning of this Act, and shall have, for the purposes of such winding up, all the jurisdiction and powers of the High Court.277. Transfer of proceedings in Resident Magistrates' Court
If during the progress of a winding up in a Resident Magistrates' Court it is made to appear to the High Court that the same could be more conveniently prosecuted in any other Resident Magistrates' Court, the High Court may transfer the same to such other court, and thereupon the winding up shall proceed in such other Resident Magistrates' Court.278. Statement of case for opinion of High Court
If any question of law arises in any winding up proceedings in a Resident Magistrates' Court which all the parties to the proceeding, or which one of them and the Magistrate of the Court, desire to have decided in the first instance in the High Court, the Magistrate shall state the facts and the question of law which has arisen in the form of a special case for the opinion of the High Court, and thereupon the special case and the proceedings, or such of them as may be required, shall be transmitted to the High Court for the purposes of determination.Cases in which company may be wound up by court (ss. 279-280)
279. Circumstances in which company may be wound up by the court
280. Definition of inability to pay debts
A company shall be deemed to be unable to pay its debts—Petition for winding up and effects thereof (ss. 281-285)
281. Provisions as to applications for winding up
282. Power of court on hearing petition
283. Power to stay or restrain proceedings against company
At any time after the presentation of a winding-up petition, and before a winding up order has been made, the company, or any creditor or contributory, may—284. Avoidance of dispositions of property, etc., after commencement of winding up
In a winding up by the court, any disposition of the property of the company, including things in action, and any transfer of shares, or alteration in the status of the members of the company, made after the commencement of the winding up, shall, unless the court otherwise orders, be void285. Avoidance of attachments, etc.
Where any company is being wound up by the court, any attachment, sequestration, distress or execution put in force against the assets of the company after the commencement of the winding up shall be void.Commencement of winding up (s. 286)
286. Commencement of winding up by the court
Consequences of winding-up order (ss. 287-289)
287. Copy of order to be forwarded to Registrar
On the making of a winding up order, a copy of the order shall immediately be forwarded by the company, or otherwise as may be prescribed, to the Registrar for registration.288. Actions stayed on winding up order
When a winding up order has been made or an interim liquidator has been appointed under section 295, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose.289. Effect of winding up order
An order for winding up a company shall operate in favour of all the creditors and of all the contributories of the company as if made on the joint petition of a creditor and of a contributory.Official receiver in winding up (ss. 290-293)
290. Official receiver
For the purposes of this Act so far as it relates to the winding up of companies by the court, the term "official receiver" means the official receiver attached to the court for bankruptcy purposes.291. Appointment of official receiver by court in certain cases
If, in the case of the winding up of any company by the court it appears to the court desirable, with a view to securing the more convenient and economical conduct of the winding up, that some officer other than the person who would by virtue of section 290 be the official receiver should be the official receiver for the purposes of that winding up, the court may appoint that other officer to act as official receiver in that winding up, and the person so appointed shall be deemed to be the official receiver in that winding up for all the purposes of this Act.292. Statement of company's affairs to be submitted to official receiver
293. Report by official receiver
Liquidators (ss. 294-307)
294. Power of court to appoint liquidators
For the purpose of conducting the proceedings in winding up a company and performing such duties in reference thereto as the court may impose, the court may appoint a liquidator or liquidators.295. Appointment and powers of interim liquidator
296. Appointment, style, etc. of liquidators
The following provisions with respect to liquidators shall have effect on a winding up order being made—297. Provisions where person other than official receiver is appointed liquidator
Where, in the winding up of a company by the court a person other than the official receiver is appointed liquidator, that person—298. General provisions as to liquidator
299. Custody of company's property
Where a winding up order has been made or where an interim liquidator has been appointed, the liquidator or the interim liquidator, as the case may be, shall take into his custody or under his control all the property and things in action to which the company is or appears to be entitled.300. Vesting of property of company in liquidator
Where a company is being wound up by the court, the court may on the application of the liquidator by order direct that all or any part of the property of whatsoever description belonging to the company or held by trustees on its behalf shall vest in the liquidator by his official name, and thereupon the property to which the order relates shall vest accordingly; and the liquidator may, after giving such indemnity, if any, as the court may direct, bring or defend in his official name any action or other legal proceeding which relates to that property or which it is necessary to bring or defend for the purpose of effectually winding up the company and recovering its property.301. Powers of liquidator
302. Exercise and control of liquidator's powers
303. Books to be kept by liquidator
Every liquidator of a company which is being wound up by the court shall keep, in the manner prescribed by the Minister in regulations, proper books in which he shall cause to be made entries or minutes of proceedings at meetings, and of such other matters as may be so prescribed, and any creditor or contributory may, subject to the control of the court, personally or by his agent inspect any such books.304. Payments by liquidator into bank
305. Audit or liquidator's accounts
306. Control over liquidators
307. Release of liquidators
Committees of inspection (ss. 308-310)
308. Meetings of creditors and contributories to determine whether committee shall be appointed
309. Constitution and proceedings of committee of inspection
310. Powers of court where no committee of inspection
Where in the case of a winding up there is no committee of inspection, the court may, on the application of the liquidator, do any act or thing or give any direction or permission which is by this Act authorised or required to be done or given by the committee:Provided that, where the official receiver is the liquidator, he may do any such act or thing and give any such direction or permission without application to the court.General powers of court in case of winding up by court (ss. 311-329)
311. Power to stay winding up
312. Settlement of list of contributories and application of assets
313. Delivery of property to liquidator
The court may, at any time after making a winding up order, require any contributory for the time being on the list of contributories and any trustee, receiver, banker, agent or officer of the company to pay, deliver, convey, surrender or transfer immediately, or within such time as the court directs, to the liquidator any money, property or books and papers in his hands to which the company is prima facie entitled.314. Payment of debts due from contributory to company
315. Power of court to make calls
316. Payment into bank of moneys due to company
317. Order on contributory conclusive evidence
318. Appointment of special manager
319. Power to exclude creditors not proving in time
The court may fix a time or times within which creditors are to prove their debts or claims or to be excluded from the benefit of any distribution made before those debts are proved.320. Adjustment of rights of contributories
The court shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto.321. Inspection of books by creditors and contributories
322. Power to order costs of winding up to be paid out of assets
The court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the costs, charges and expenses incurred in the winding up in such order of priority as the court thinks just.323. Power to summon persons suspected of having property of company etc.
324. Attendance of officers of company at meetings of creditors etc.
In the winding up by the court of a company, the court shall have power to require the attendance of any officer of the company at any meeting of creditors or of contributories or of a committee of inspection for the purpose of giving information as to the trade, dealings, affairs or property of the company.325. Power to order public examination of promoters and officers
326. Absconding etc.
The court, at any time either before or after making a winding up order, on proof of probable cause for believing that any person or officer of the company mentioned in section 325(1) or a contributory is about to quit Tanzania or otherwise to abscond or to remove or conceal any of his property for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, may cause him to be arrested and his books and papers and movable personal property to be seized and him and them to be safely kept until such time as the court may order.327. Powers of court cumulative
Any powers by this Act conferred on the court shall be in addition to and not in restriction of any existing powers of instituting proceedings against any contributory or debtor of the company or the estate of any contributory or debtor, for the recovery of any call or other sums.328. Delegation to liquidator of certain powers of court
Provision may be made by general rules prescribed by the Minister for enabling or requiring all or any of the powers and duties conferred and imposed on the court by this Act to be exercised or performed by the liquidator as an officer of the court in respect of the following matters—329. Dissolution of company
Enforcement of orders and appeals (ss. 330-332)
330. Manner of enforcing orders of court
All orders made by a court under this Part may be enforced in the same manner in which decrees of such court made in any suit pending therein may be enforced.331. Enforcement of order in another court
Where any order for or in the course of winding up made by one court is required to be enforced by another court, a certified copy of the order shall be produced to the proper officer of the court required to enforce the same, and the production of a certified copy shall be sufficient evidence of the order and thereupon the last-mentioned court shall take the requisite steps in the matter for enforcing the order in the same manner as if it had been made by that court.332. Appeals
Subject to such conditions and limitations as may be prescribed by general rules, an appeal shall lie to—Chapter III
Voluntary winding up (ss. 333-364)
Resolutions for, and Commencement of, Voluntary Winding Up (ss. 333-335)
333. Circumstances in which company may be wound up voluntarily
334. Notice of resolution to wind up voluntarily
335. Commencement of voluntary winding up
A voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up.Consequences of voluntary winding up (ss. 336-337)
336. Effect of voluntary winding up on business and status of company
In case of a voluntary winding up, the company shall, from the commencement of the winding up, cease to carry on its business, except so far as may be required for the beneficial winding up thereof:Provided that the corporate state and corporate powers of the company shall, notwithstanding anything to the contrary in its articles, continue until it is dissolved.337. Avoidance of transfers, etc., after commencement of voluntary winding up
Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the members of the company, made after the commencement of a voluntary winding up, shall be void.Declaration of solvency (s. 338)
338. Statutory declaration of solvency
Provisions applicable to a members' voluntary winding up (ss. 339-346)
339. Provisions applicable to a members' winding up
The provisions contained in sections 340 to 345 (inclusive) shall, subject to the provisions of section 346, apply in relation to a members' voluntary winding up.340. Power of company to appoint and fix remuneration of liquidators
341. Power to fill vacancy in office of liquidator
342. Power of liquidator to accept shares, etc., as consideration for sale of property of company
343. Duty of liquidator to call creditors' meeting in case of insolvency
344. Duty of liquidator to call general meeting at end of each year
345. Final meeting and dissolution
346. Alternative provisions as to annual and final meetings in case of insolvency
Where section 343 has effect, sections 354 and 355 shall apply to the winding up to the exclusion of sections 344 and 345 as if the winding up were a creditor's voluntary winding up and not a member's voluntary winding up:Provided that the liquidator shall not be required to summon a meeting of creditors under section 354 at the end of the first year from the commencement of the winding up, unless the meeting held under section 343 is held more than three months before the end of that year.Provisions applicable to a creditor's voluntary winding up (ss. 347-355)
347. Provisions applicable to a creditors' winding up
The provisions contained in sections 348 to 355 (inclusive) shall apply in relation to a creditors' voluntary winding up.348. Meeting of creditors
349. Appointment of liquidator and cesser of directors' powers
350. Appointment of committee of inspection
351. Fixing of liquidators' remuneration
The committee of inspection, or if there is no such committee, the creditors, may fix the remuneration to be paid to the liquidator or liquidators.352. Power to fill vacancy in office of liquidator
If a vacancy occurs, by death, resignation or otherwise, in the office of a liquidator, other than a liquidator appointed by, or by the direction of, the court, the creditors may fill the vacancy.353. Application of section 342 to a creditors' winding up
The provisions of section 342 shall apply in the case of a creditors' voluntary winding up as in the case of a members' voluntary winding up, with the modification that the powers of the liquidator under the said section shall not be exercised except with the sanction either of the court or of the committee of inspection in substitution for the sanction of a special resolution.354. Meetings of company and of creditors at end of each year
355. Final meeting and dissolution
Provisions applicable to every voluntary winding up (ss. 356-364)
356. Provisions applicable to every voluntary winding up
The provisions contained in sections 357 to 394 (inclusive) shall apply to every voluntary winding up whether a members' or a creditors' winding up.357. Distribution of property of company
Subject to the provisions of this Act as to preferential payments, the assets of a company shall, on its voluntary winding up, be applied in satisfaction of its liabilities pari passu, and, subject to such application, shall, unless the articles otherwise provide, be distributed among the members according to their rights and interests in the company.358. Powers and duties of liquidator in voluntary winding up
359. Power of court to appoint and remove liquidator in voluntary winding up
360. Notice by liquidator of his appointment
361. Arrangement when binding on creditors
362. Reference of questions to court
363. Costs of voluntary winding up
All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall be payable out of the assets of the company in priority to all other claims.364. Savings for rights of creditors and contributories
The voluntary winding up of a company shall not bar the right of any creditor or contributory to have it wound up by the court, but in the case of an application by a contributory the court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up.Chapter IV
Provisions applicable to every mode of winding up (ss. 365-404)
Proof and ranking of claims (ss. 365-367)
365. Debts of all descriptions may be proved
In every winding up (subject, in the case of insolvent companies, to the application in accordance with the provisions of this Act or the law of bankruptcy) all debts payable on a contingency, and all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company, a just estimate being made, so far as possible, of the value of such debts or claims as may be subject to any contingency or sound only in damages, or for some other reason do not bear a certain value.366. Application of bankruptcy rules
In the winding up of an insolvent company, the same rules shall prevail and be observed with regard to the respective rights of secured and unsecured creditors and to debts provable and to the valuation of annuities and future and contingent liabilities as are in force for the time being under the law of bankruptcy with respect to the estates of persons adjudged bankrupt, and all persons who in any such case would be entitled to prove for and receive dividends out of the assets of the company may come in under the winding up and make such claims against the company as they respectively are entitled to by virtue of this section.367. Preferential debts
Effect of winding up on antecedent and other transactions (ss. 368-375)
368. Transactions at an undervalue
369. Preferences
370. "Relevant time" under sections 368 and 369
371. Orders under sections 368 and 369
372. Effect of floating charge
Where a company is being wound up, a floating charge on the undertaking or property of the company created within twelve months of the commencement of the winding up shall, unless it is proved that the company immediately after the creation of the charge was solvent, be invalid, except to the amount of any cash paid, or the value of any goods and services supplied to the company, or the value of any discharge of any debt of the company, at the time of or subsequently to the creation of, and in consideration for, the charge, together with interest on that amount at the rate of five percent per annum or such other rate as may for the time being be prescribed in regulations by the Minister:Provided that, in relation to a charge created more than six months before the appointed day, this section shall have effect with the substitution, for the words "twelve months", of the words "six months".373. Disclaimer of onerous property in case of company wound up
374. Restriction of rights of creditor as to execution or attachment in case of company being wound up
375. Duties of bailiff as to goods taken in execution
Consequence of Voluntary Winding Up (ss. 224-225)
376. Fraud, etc. in anticipation of winding up
377. Transactions in fraud of creditors
378. Misconduct in course of winding up
379. Penalty for falsification of books
If any contributory of any company being wound up destroys, mutilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or document belonging to the company with intent to defraud or deceive any person, he shall be guilty of an offence and be liable to imprisonment.380. Officers of company failing to account for loss of part of company's property
381. Liability where proper accounts not kept
Penalisation of directors and officers (ss. 382-386)
382. Remedy against delinquent directors, liquidators, etc.
383. Fraudulent trading
384. Wrongful trading
385. Proceedings under sections 383 and 384
386. Prosecution of delinquent officers and members of company
Supplementary provisions as to winding up (ss. 387-396)
387. Disqualification for appointment as liquidator
A body corporate shall not be qualified for appointment as liquidator of a company, whether in a winding up by the court or in a voluntary winding up, and—388. Corrupt inducement affecting appointment as liquidator
Any person who gives or agrees or offers to give to any member or creditor of a company any valuable consideration with a view to securing his own appointment or nomination, or to securing or preventing the appointment or nomination of some person other than himself, as the company's liquidator shall be liable to a fine.389. Enforcement of duty of liquidator to make returns, etc.
390. Notification that a company is in liquidation
391. Exemption of certain documents from stamp duty on winding up
392. Books of company to be evidence
Where a company is being wound up, all books and papers of the company and of the liquidators shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to be therein recorded.393. Disposal of books and papers of company
394. Information as to pending liquidations
395. Unclaimed assets
396. Resolutions passed at adjourned meetings of creditors and contributories
Where a resolution is passed at an adjourned meeting of any creditors or contributories of a company the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.Supplementary powers of court (ss. 397-398)
397. Meetings to ascertain wishes of creditors or contributories
398. Swearing of affidavits
Provisions as to dissolution (ss. 399-402)
399. Power of court to declare dissolution of company void
400. Registrar may strike defunct company off register
401. Property of dissolved company to be bona vacantia
Where a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (but not including property held by the company on trust for any other person) shall, subject and without prejudice to any order which may at any time be made by the court under sections 399 and 400 be deemed to be bona vacantia, and shall accordingly belong to the Government.402. Power of Government to disclaim title to property vesting under section 401
Companies Liquidation Account (ss. 403-404)
403. Companies Liquidation Account
An account, to be called the Companies Liquidation Account, shall be kept by the official receiver with any of the local commercial banks approved by the Governor, or such other bank as may be prescribed by the Minister in regulations, and all moneys received by the official receiver in respect of proceedings under this Act in connection with the winding up of companies shall be paid to that account.404. Investment of surplus funds
Part IX – Receivers and managers (ss. 405-423)
Preliminary and general provisions (ss. 405-415)
405. Construction of references to receivers, managers and administrative receivers
Except where the context otherwise requires—406. Disqualification of body corporate for appointment as receiver
A body corporate shall not be qualified for appointment as receiver of the property of a company, and any body corporate which acts as such a receiver shall be liable to a fine.407. Disqualification of undischarged bankrupt from acting as receiver or manager
408. Power to appoint official receiver
Where an application is made to the court to appoint a receiver on behalf of the debenture holders or other creditors of a company which is being wound up by the court, the official receiver may be so appointed.409. Application to court for directions
A receiver or manager of the property of a company appointed under the powers contained in any instrument may apply to the court for directions in relation to any particular matter arising in connection with the performance of his functions, and on any such application the court may give such directions, or may make such order declaring the rights of persons before the court or otherwise, as the court thinks just.410. Liability for invalid appointment
Where the appointment of a person as the receiver or manager of a company's property under powers contained in an instrument is discovered to be invalid (whether by virtue of the invalidity of the instrument or otherwise), the court may order the person by whom or on whose behalf the appointment was made to indemnify the person appointed against any liability which arises solely by reason of the invalidity of the appointment.411. Notification that receiver or manager appointed
412. Power of court to fix remuneration on application of liquidator
413. Liability for contracts, etc.
414. Delivery to Registrar of accounts of receivers and managers
415. Enforcement of duty of receivers and managers to make returns, etc.
Administrative receivers (ss. 416-423)
416. General powers
417. Power to dispose of charged property, etc.
418. Agency and liability for contracts
419. Vacation of office
420. Information to be given by the administrative receiver
421. Statement of affairs to be submitted
422. Report by administrative receiver
423. Committee of creditors
Part X – Application to companies formed or registered under the repealed Act (s. 424)
424. Application of Act to companies formed and registered under former enactments
This Act shall apply to existing companies—Part XI – Winding up of unregistered companies (ss. 425-432)
425. Meaning of unregistered company
For the purposes of this Part, the expression "unregistered company" shall include any partnership, whether limited or not, any association and any company with the following exceptions—426. Winding up of unregistered companies
427. Foreign companies may be wound up although dissolved
Where a company incorporated outside Tanzania which has been carrying on business in Tanzania ceases to carry on business in Tanzania, it may be wound up as an unregistered company under this Part, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country in which it was incorporated.428. Contributories in winding up of unregistered company
429. Power of court to stay or restrain proceedings
The provisions of this Act with respect to staying and restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding up order shall, in the case of an unregistered company, where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the company.430. Actions stayed on winding-up order
Where an order has been made for winding up an unregistered company, no action or proceeding shall be proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose.431. Provisions of this Part to be cumulative
The provisions of this Part with respect to unregistered companies shall be in addition to and not in restriction of any provisions in this Act contained with respect to winding up companies by the court, and the court or liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies formed and registered under this Act:Provided that an unregistered company shall not, except in the event of its being wound up, be deemed to be a company under this Act and then only to the extent provided by this Part.432. Saving for former enactments providing for winding up
Nothing in this Part shall affect the operation of any enactment which provides for any partnership, association or company being wound up, or being wound up as a company or as an unregistered company, under either of the repealed Ordinances.Part XII – Companies incorporated outside Tanzania (ss. 433-449)
Provisions as to establishment of place of business in Tanzania (ss. 433-443)
433. Application of sections 434 to 443
434. Documents, etc., to be delivered to Registrar by foreign companies
435. Certificate of registration and power to hold land
436. Return to be delivered to Registrar by foreign company where documents etc., altered
437. Registration of charges created by foreign companies
The provisions of Part IV shall extend to charges on property in Tanzania which are created, and to charges on property in Tanzania which is acquired, after the appointed day, by a foreign company which has an established place of business in Tanzania:Provided that, in the case of a charge executed by a foreign company out of Tanzania comprising property situate both within and outside Tanzania—438. Obligation on foreign companies to file accounts
439. Obligation to state name of foreign company, whether limited, and country where incorporated
440. Service on foreign company
Any process or notice required to be served on a foreign company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under the foregoing provisions of this Part or under any corresponding provision contained in either of the repealed Ordinances and left at or sent by registered post to the address which has been so delivered:Provided that—441. Cessation of business by foreign company and striking off register
442. Penalties
If any foreign company fails to comply with any of the foregoing provisions of this Part, the company and every officer or agent of the company who knowingly and wilfully authorises or permits the default, shall be liable to a fine, or in the case of a continuing offence, a default fine.443. Interpretation of sections 433 to 442
For the purposes of the foregoing provisions of this Part of this Act—Offer documents (ss. 444-449)
444. Dating of offer document and particulars to be contained therein
445. Provisions as to expert's consent and allotment
446. Registration of offer document
It shall not be lawful for any person to issue, circulate or distribute in Tanzania any offer document offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Tanzania, whether the company has or has not established, or when formed will or will not establish a place of business in Tanzania, unless before the issue, circulation or distribution of the offer document in Tanzania, a copy thereof certified by the chairman and two other directors of the company as having been approved by resolution of the managing body has been delivered to the Registrar for registration and the offer document states on the face of it that a copy has been so delivered, and there is endorsed on or attached to the copy—447. Penalty for contravention of section 444, 445 or 446
Any person who is knowingly responsible for the issue, circulation or distribution of an offer document, or for the issue of a form of application of shares or debentures, in contravention of any of the provisions of section 444, 445 or 446 shall be liable to a fine.448. Civil liability for misstatements in offer document
Section 50 shall extend to every offer document offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Tanzania, whether the company has or has not established, or when formed will or will not establish, a place of business in Tanzania, with the substitution for references to section 48, of references to section 444.449. Interpretation of provisions as to offer document
Part XIII – General provisions as to registration (ss. 450-459)
450. Appointment of Registrar, etc.
451. Register of Companies
452. Fees payable to Registrar
The Minister may by regulations require the payment to the Registrar of companies such fees as may be specified in the regulations in respect of—453. Delivery to the Registrar of documents in paper form
454. Delivery to the Registrar of documents otherwise than in paper form
455. The keeping of company records by the Registrar
456. Provision and authentication by Registrar of documents in non-paper form
457. Certificate of incorporation
Any person may require a certificate of incorporation, signed by the Registrar or authenticated by his official seal.458. Inspection, production and evidence of documents kept by Registrar
459. Enforcement of duty of company to make returns to Registrar
Part XIV – Miscellaneous and supplementary provisions (ss. 460-486)
Miscellaneous provisions with respect to banks, insurance companies and certain societies and partnerships (ss. 460-463)
460. Disapplication relating to banks and insurance companies
461. Certain companies to publish periodical statement
462. Certain companies deemed insurance companies
For the purposes of this Act, a company which carries on the business of insurance in common with any other business or businesses shall be deemed to be an insurance company.463. Prohibition of partnerships with more than twenty members
No company, association or partnership consisting of more than twenty persons shall be formed for the purposes of carrying on any business that has for its object the acquisition of gain by the company, association or partnership or by the individual members thereof, unless it is registered as a company under this Act or is formed in pursuance of some other Act, or of letters patent:Provided that this section shall not prohibit the formation for the purpose of—Provision for employees on cessation or transfer of business (s. 464)
464. Power of company to provide for employees on cessation or transfer of business
Special provisions relating to statutory corporations (ss. 465-467)
465. Interpretation of "subsidiary company"
For the purposes of sections 466 and 467, "subsidiary company" means a company all the shares of which are owned directly or indirectly by a statutory corporation.466. Special provisions relating to statutory corporations and their subsidiaries
467. Dissolution of subsidiary companies
Form of Registers, etc. (ss. 468-469)
468. Form of Registers, etc.
469. Use of computers for company records
Service of documents, etc. (ss. 470-471)
470. Service of documents
471. Returns, etc., filed out of time
Offences (ss. 472-478)
472. Penalty for false statements
If any person in any return, report, certificate, accounts, or other document, required by or for the purposes of any of the provisions of this Act, wilfully makes a statement false in any material particular, knowing it to be false, he shall be guilty of an offence, and shall be liable on conviction to imprisonment and to a fine.473. Fines and imprisonment, default fines and meaning of "officer in default"
474. Production and inspection of books where offence suspected
475. Cognisance of offences
No court inferior to a District court shall try any offence under this Act.476. Application of fines
The court imposing any fine under this Act may direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceedings, and subject to any such direction, all fines under this Act shall, notwithstanding anything in any other Act, be paid into the general revenues of Tanzania.477. Provisions relating to institution of criminal proceedings by Attorney-General
Nothing in this Act relating to the institution of criminal proceedings by the Attorney-General shall be taken to preclude any person from instituting or carrying on any such proceedings.478. Saving for privileged communications
Where proceedings are instituted under this Act against any person by the Attorney-General or the Registrar, nothing in this Act shall be taken to require any person who has acted as advocate for the defendant to disclose any privileged communication made to him in that capacity.Rules and fees (s. 479)
479. Rules and fees
Legal proceedings (ss. 480-486)
480. Costs in actions by certain limited companies
Where a limited company is plaintiff in any suit or other legal proceedings, any court having jurisdiction in the matter may, if it appears that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.481. Power of court to grant relief in certain cases
482. Power to enforce orders
Orders made by the High Court under this Act may be enforced in the same manner as orders made in an action pending therein.483. Power to alter tables and forms and to make regulations
484. Saving for subsidiary legislation
485. Repeal and savings
486. Provision as to winding up commenced prior to appointed day
The provisions of this Act with respect to winding up shall not apply to any company of which the winding up has commenced before the coming into operation of this Act, but every such company shall be wound up in the same manner and with the same incidents as if this Act had not been passed, and for the purposes of the winding up, the repealed Companies Act28 shall be deemed to remain in full force.Part XV – Final provisions (ss. 487-490)
487. Meaning of "holding company" and "subsidiary"
488. Index of defined expressions
The following Table shows provisions defining or otherwise explaining expressions for the purposes of this Act generally—| accounting period | section 152 |
| administrative receiver | section 405(c) |
| administrator | section 235 |
| annual accounts | section 151(7) |
| annual general meeting | section 133 |
| annual return | section 128 |
| articles | section 2 |
| body corporate | section 489 |
| book and paper, book or paper | section 2 |
| branch register | section 124(1) |
| capital redemption reserve fund | section 61(1) |
| certified | section 2 |
| certified public accountant | section 2 |
| commencement of winding up | section 286 |
| section 335 | |
| company | section 2 |
| company limited by guarantee | section 3(2) |
| company limited by shares | section 3(2) |
| connected person | section 200(4) |
| contributory | section 271 |
| court | section 2 |
| creditors' voluntary winding up | section 338(4) |
| debenture | section 2 |
| default fine | section 473(1) |
| director | section 2 |
| document | section 2 |
| equity share capital | section 487(5) |
| existing company | section 2 |
| expert | section 48(3) |
| extraordinary general meeting | section 134 |
| foreign company | section 433(1) |
| group | section 2 |
| group accounts | section 155(2) |
| holding company | section 487(4) |
| individual accounts | section 153 |
| ineligible group | section 171(5) |
| insolvency practitioner | section 2 |
| insurance company | section 2 |
| interim liquidator | section 295 |
| limited company | section 2 |
| member | section 24 |
| member's voluntary winding up | section 338(4) |
| memorandum | section 2 |
| Minister | section 2 |
| offer document | section 2 |
| offering shares or debentures to the public | section 58 |
| officer (in relation to a body corporate) | section 2 |
| official receiver | section 290; 291 |
| parent company | section 487(4) |
| personal representative | section 2 |
| preference | section 369(3) |
| preferential debts | section 367 |
| printed | section 2 |
| private company | section 27 |
| offer document | section 2 |
| public company | section 3(3) |
| receiver | section 405(a) |
| registered office | section 110(1) |
| Registrar | section 2 |
| the repealed Ordinances | section 2 |
| the repealed Companies Ordinance | section 2 |
| resolution for reducing share capital | section 69 |
| resolution for voluntary winding up | section 333(2) |
| rules | 479 |
| share | section 2 |
| share premium account | section 59(1) |
| share warrant | section 85(2) |
| special notice (in relation to a resolution) | section 144(1) |
| special resolution | section 143 |
| statutory corporation | section 2 |
| subsidiary | section 487(1) |
| Tanzania | section 2 |
| transaction at an undervalue | section 368(3) |
| undertaking | section 2 |
| unlimited company | section 3(2) |
| unregistered company | section 425 |
| untrue statements in offer documents | section 53(a) |
| wholly-owned subsidiary | section 2 |
489. Miscellaneous provisions relating to directors, bodies corporate and articles
490. References to Parts, etc.
All references in this Act to Parts, Chapters, sections or subsections are, unless the contrary appears from the text, references respectively to Parts, Chapters, sections and subsections of this Act.History of this document
31 December 2023
Chapter 212
Revised Laws 2023
Consolidation
01 July 2022 amendment not yet applied
Amended by
Finance Act, 2022
11 October 2021 amendment not yet applied
01 July 2021 amendment not yet applied
Amended by
Finance Act, 2021
01 July 2020 amendment not yet applied
Amended by
Finance Act, 2020
30 June 2019 amendment not yet applied
01 July 2016 this version
Amended by
Finance Act, 2016
27 July 2012
01 March 2006
31 July 2002
Chapter 212
Revised Laws 2002
27 June 2002
Assented to
Cited documents 12
Act
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Repealed
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Repealed
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Repealed
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Repealed
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Repealed
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Ordinance
1Documents citing this one 1227
Judgment
924|
Alleged illegality from denial of hearing constitutes sufficient reason under Rule 8 to extend time despite delay.
* Civil procedure — extension of time under Rule 8 — sufficiency of reason — illegality and breach of natural justice (failure to be heard) constitute sufficient reason to extend time.
* Appellate procedure — requirement to show arguable appeal or reasonable explanation for delay is not absolute; court’s discretion is flexible and case-specific.
* Natural justice — denial of hearing vitiates proceedings and raises jurisdictional illegality.
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Legal title registered in appellant held in trust for unincorporated association; respondent entitled to beneficial ownership.
Unincorporated association — capacity to hold property — registered title held by third party as trustee — oral agreement and conduct giving rise to trust — beneficial ownership v. legal title — re-appraisal of evidence by Court of Appeal.
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A company cannot sue a director in an internal dispute without a board resolution authorizing the suit.
Company law – Authority to sue – In intra-company disputes with directors or shareholders a company must institute suit with express authority (board resolution or general permission) shown in pleadings; failure renders proceedings incompetent and void; procedural rules – Court of Appeal Rules, r.88(1) deeming provision and competence of cross-appeal; pleadings – prohibition on reliance on unpleaded allegations of fraud.
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Applicant company failed to show good cause for extension of time; alleged illegality not apparent on record.
Civil procedure — extension of time under Rule 10 — "good cause" requires diligence, reasons for delay, length of delay, prejudice and apparent illegality; company's reliance on an officer's personal incapacity and unaffirmed third‑party assertions — inadmissible hearsay; illegality must be apparent on the face of the record to justify extension.
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Guarantor’s unilateral termination ineffective; guarantor liable only for 80% of principal; unaccounted seized assets must be deducted.
Banking law – term loan – secured loan with cash deposit, equipment registration, personal guarantees and hypothecation – guarantor’s termination of guarantee – contractual termination procedure – guarantor liable for 80% of outstanding principal only – guarantor not liable for interest – seizure and public auction of secured chattels – directors’ personal guarantees and hypothecation pierce corporate veil – failure to account for seized but unsold assets entitles borrower to deduction.
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A corporate plaint signed by an unauthorised person is a nullity; the appellant’s suit and resulting judgment were quashed.
Civil Procedure – suits by corporations – Order XXVIII r.1 CPR – requirement that pleadings be signed and verified by company secretary, director or principal officer; competency of plaint; unsigned or unauthorised signature vitiates suit; revisionary powers under s.4(2) AJA to nullify proceedings.
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Failure to join the applicant as a necessary party before entering judgment on admission rendered the High Court proceedings null and void.
• Civil procedure — necessary party — Order 1 Rule 10(2) CPC — court’s power and duty to add parties suo motu
• Natural justice — right to be heard — omission to join/hear affected party vitiates proceedings
• Judgment on admission — may be null where necessary party excluded
• Revisional jurisdiction — quashing of proceedings and remedial orders (return of title, addition of parties, remittal)
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A bank's breach of a loan agreement led to contract rescission, reduced damages, and mutual restitution but no voiding ab initio.
Contract – Breach of loan agreement – Disbursement of funds not in accordance with agreement – Whether contract void ab initio or rescinded for breach – General damages – Correct assessment and evidentiary requirements for damages – Restitution upon rescission of contract.
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Derivative action upheld: JVA/SPA void for non-payment; 65% shares restored, management and damages awarded.
Companies Act s234 – derivative action; requirement of reasonable notice at leave stage; leave stage precludes later competence challenge; JVA/SPA void for non-payment of consideration; restitution of shares and management; unjust enrichment; consequential orders permissible under section 7(2) Civil Procedure Code; appellate reappraisal can validate general damages; Commercial Division proceedings by affidavit and written submissions.
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Insurance - insurance contract - requirements for a valid insurance contract- procedure of lodging claims arising from insured incidents - Law of Contract Act, section 19 Insurance Law – insurance contract - interpretation of - destruction of insured property by fire – dispute over the existence and value of insured property - duties of the insured vis-à-vis the insurer when a loss occurred - onus of proving the existence and value of insured property - whether an insured was contractually obligated to establish the value and existence of insured properties when lodging a claim for loss suffered - Insurance Act, section 3 Insurance Law - insurance loss assessor/adjuster - role of insurance assessors in insurance contracts – Insurance Act, section 3 Insurance Law - insurance policy - repudiation of insurance policy - essentials of a defence of arson for repudiation of an insurance policy - whether the insurer was liable to compensate the insured where the insured was charged and later acquitted of crime of arson on the insured property Insurance Law-insurance brokers-role of insurance brokers-whether an insurance broker could be held jointly liable with the insurer to indemnify an insured –Insurance Act, section 3 Civil Practice and Procedure-pleadings-form and content of pleadings- - effect of seeking a relief that was not pleaded in the plaint Civil Practice and Procedure- reliefs - order for payment of interest rates prior to filing of a suit and after delivery of judgment-where a party sought for payment of interest at commercial rate- discretion of the court in setting rate of interest on decretal sum - Civil Procedure Code, order XX, rule 21 |
Gazette
293Government Notice
3JOT Documents and Guidelines
2Law Reform Report
1Ordinance
1Subsidiary legislation
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Title
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| Government Notice 485 of 2023 | |
| Government Notice 391 of 2021 | |
| Government Notice 386 of 2021 | |
| Government Notice 45 of 2012 | |
| Government Notice 44 of 2012 | |
| Government Notice 43 of 2012 | |
| Government Notice 42 of 2012 | |
| Government Notice 41 of 2012 | |
| Government Notice 43 of 2005 | |
| Government Notice 41 of 2005 | |
| Government Notice 40 of 2005 | |
| Government Notice 39 of 2005 | |
| Government Notice 38 of 2005 | |
| Government Notice 37 of 2005 | |
| Government Notice 340 of 2004 | |
| Government Notice 239 of 2003 |