COMPANY REGISTRATION PROCEDURES IN TANZANIA: An Overview of the Newly Online Registration System (ORS) Company incorporation in Tanzania

COMPANY REGISTRATION PROCEDURES IN TANZANIA:

An Overview of the Newly Online Registration System (ORS)
Company incorporation in Tanzania

1.0 Introduction

To register a business entity in Tanzania is very simple. It is be done through Business Registration and Licensing Agency (BRELA); a government agency empowered by the laws under Act No 30 of 1997 to supervise and facilitate business registration and post registration issues in Tanzania.

On the 1st day of February 2018, BRELA introduced a new system of company registration that requires all pre-registration, registration and post registration issues to be done electronically through their Online Registration System (ORS)

2.0 Registration and post registration procedures before the Online Registration System (ORS)

Prior to the establishment of the new online registration system, all processes of pre-registration, registration and post registration of companies (Business entities) were being done manually. A person or his representative who wished to incorporate a company were to pass through the following steps:-

(a) Company name clearance

(b) preparation of company documents; that is Memorandum and Articles of Association, filling in of company forms (Form no. 14 (a) and (b))

(c) signing and stamping of all documents stated under paragraph (b) above by a commissioner for oaths

(d) preparation of the required fee

(e) submission of the above named documents for assessment accompanied by issuance of an invoice ready for payment.

(f) lodging the same with Registrar of companies for registration.

Post registration services were physical paper based as well. All post registration changes in the company required physical filing of the returns with effect of notifying the Registrar of Companies on the changes made. Some of the post registration services included but not limited to the filing of prescribed forms and other documents for:

-Change of registered address of the Company

-Change of Directors’ particulars

-Filing of company’s annual returns,

– Change of objects of the company,

  – Removing/addition of company directors,

  -Changing of the company secretary,

   -Increasing company’s share capital,

   -Allotment etc.

3.0 The current registration procedures through Online Registration System (ORS)

BRELA has completed developing of a modern Online Registration System (ORS), the system comprises registration of Companies, Business Names, Trade and Service Marks and their respective post registrations, issuance of Patents and Industrial Licenses. The system will enable customers to access all BRELA services wherever they are without visiting BRELA premises, at any time of the day. BRELA has started rendering services online in modules starting with Industrial Property services: Trade and Service Marks and Patents and Companies registrations.

Before registration of a company electronically, the following information/documents are needed by the user of the ORS:

(i)    National Identification Number (NIN) from NIDA.This is required for all registrations service. Only users who have National Identification Number (NIN) issued by the National Identification Authority (NIDA) will be able to access ORS services.

NOTE:

1. All Directors and Company Secretaries of companies will have to provide their NINs in the ORS.

 2. A local natural person will not be registered as a shareholder, director or Company Secretary without having a National Identification Number (NIN) issued by the National Identification Authority (NIDA) .

(ii) Passports (in case of foreigners) issued by their respective Countries or National

(iii) Taxpayer Identification Number (TIN) issued by their Tanzania Revenue Authority (TRA). A person will not be registered as a director without having a Taxpayer Identification Number (TIN) for Tanzanians and a Passport details for Foreigners.

(iv)  Prepared and duly signed Memorandum and Article of Association. The objectives in the Memorandum and Articles of Association to be uploaded to the ORS must be in line with the objectives to be selected through the ORS from the per ISIC Rev.4 Classification,

(v) Directors, company secretary and shareholders need to provide their physical addresses (including region, district & ward), post address, email address, telephone number, postcode;

(vi) Details about the registered office of the company. The address may either be surveyed or unserved area. The details should include physical address (including region, district & ward), post address, email address, telephone/mobile number, postcode, region, district, and ward

With the above listed requirements, one has to proceed with creating of an online account with BRELA on their Online Registration System (ORS). The system will then allow the ORS user to start making application for registration of a new company. This involves three stages as follows:-

1st Step: Filling in all prospective company particulars into the Online Registration System

The ORS require the registered user to fill in all particulars regarding the company itself such as share structure, company registered office, company general objectives as per ISIC Rev. 4 classification, the company secretary information, company directors information, company shareholders information etc.

2nd Step: Uploading of the scanned documents into the Online Registration System

After completion of the first step, the system generates a printout documents containing the information filled in at the first step above. The registered user has to cause the same to be signed by all directors and company secretary. Thereafter, it has to be scanned (in pdf format) together with the Memorandum and Articles of Association as well as form number 14 (a) and (b) and then be uploaded into the ORS for approval. At this step, the system will generate the control number for payment after the documents have been properly uploaded. Payment can either be made through depositing the prescribed fees in Bank or though mobile payment.

3rd step: Downloading and printing out of a Certificate of Incorporation

This is the last step of incorporating a company in Tanzania through Online Registration System. The Registrar of companies, after approving all the attachments uploaded into the system, proceeds with issuing of a Certificate of Incorporation and sending the same electronically into the registered users’ account for printing.

4.0 Post incorporation procedures of filing of company documents

The new ORS adopted by BRELA has abolished the old system of filing all the company documents manually. A company Representative recognized under the ORS will have exclusive power to file company documents through signing in into the system and uploading the same.

NOTE that, during registration of a new company through ORS, the system requires a registered user to identify company Representative who will have mandate to control the company account. Will have power among others, to make any changes of the company particulars and add any other company representatives. It is recommended to indicate owner, company director or secretary as representative person.

5.0 Shortcoming of the newly introduced ORS

    The ORS require National Identification Number (NIN) for local people to be registered into the system as shareholders. The Authorities responsible to issue the TIN and NIN excludes persons under of minority age. Thus, there is no way under the ORS where a person below 18 years of age can be a subscriber into a company. The laws governing companies in Tanzania, The Companies Act of 2002 and its Regulations, contains no restriction regarding a minor to become a shareholder. Thus, the ORS is against the parent law by giving no room for a minor to acquire shares in a company.
    In addition, the ORS does not give a room to a foreigner to register and/or to own a business name or partnership in his/their own name (names). It contains an option for persons having NIN only.