CORPORATE LAW UPDATE: ONLINE REGISTRATION OF COMPANIES IN TANZANIA AND ASSOCIATED REGISTRY ACTIVITIES

• Registration of companies and Business Names in Tanzania and post registration services is now through the new BRELA’s online registration system (ORS).
• All documents required for registration and post registration services are now submitted through BRELA’s online registration system (ORS).
• Updates and Applications subjected to Directors’ fulfilling requirements as regards to NIDA registration as well as TIN certifications, especially where they are foreigners.
• System automatically deletes information that exceeds 7 days without completion.

1.0 Introduction
On 04^th January, 2018 the Business Registrations and Licensing Agency (BRELA) which is the government agency dealing with, among other things, the registration of companies in Tanzania, introduced to the public, the new Online Registration System (ORS). The ORS enables electronic registration of companies and post registration services. Online Registration services commences on 1^st February, 2018

On 21^st March, 2018 the Business Registration and Licensing Agency (BRELA) notified the general public about the commencement of Post Registration Services through Online Registration System (ORS). The ORS accommodates Post Registration Services for both business names registered and Companies.

2.0 Registration process and post registration services prior to introduction of Online Registration System
Prior to commencement of ORS, registration process required completion of all documents for registration – then required physical submission of the documents at BRELA for registration. In a nutshell, the previous registration procedures entails the following:

1. Company name clearance.
2. Preparing the required documents. These are duly signed and stamped Memorandum and Articles of Association (MEMARTS), Form 14a, Form 14b and the confidentiality pledge.
3. Signing and stamping of the required documents.
4. Payment of the prescribed fees.
5. Submission of the required documents and fees payment slip to BRELA for company registration.

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

1. Filing of company’s annual returns,
2. Change of objects of the company,
3. Removing/addition of company directors,
4. Changing of the company secretary,
5. Increasing company’s share capital, etc.

3.0 The current registration process and post registration services Online Registration System
The registration of companies in Tanzania is now made through the aforesaid electronic system, to wit, ORS. The ORS users can access the system wherever they are. In order for the user to register himself into the system he must possess the National Identification Number (NIN) issued by the National Identification Authority (NIDA). Before registration of a company electronically, the following information/documents are needed by the user of the ORS:

1. Prepared and duly signed Memorandum and Articles of Association (MEMARTS). The MEMART should observe the International Standard Industrial Classification of All Economic Activities (ISIC CLASSIFICATION),
2. Duly filled and signed Form 14b,
3. Local directors, company secretary and shareholders need to have National Identification Number from NIDA and Taxpayer Identification Number (TIN),
4. Foreign directors, company secretary and shareholders need to have Passports,
5. Directors, company secretary and shareholders need to provide their physical addresses (including region, district & ward), post address, email address, telephone number, postcode;
6. Details about the registered office of the company need to be availed. The address may either be survey 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 information and documents, the ORS user can start making application for registration of a new company. There are three stages to complete application.

• First Stage: Populating The Prospective Company’s Info into the ORS.
  The ORS users need to populate in the system information about the company. This include but not limited to the main activities of the company as per ISIC classification, directors, shareholders and company secretary information, information about the registered office of the company, etc.
• Second Stage: Attaching Scanned Documents as listed into the ORS.
  At this stage, the ORS user need to upload documents in the system. The documents to be uploaded include the MEMARTS and Form 14b.
• Third Stage: Getting the Control Number for the Task.
  This is where the system will provide the Control Number for payment to be made. Payment can either made through depositing the prescribed fees in Bank or though mobile money.

4.0 Remarks on the Change of System
Commencement of Online Post Registration Services annuls the previous way of rendering services regarding registration and Post Registration of Companies and Business Names. With this system in place, all the services will be rendered online. It is worth noting that, the ORS user need to complete all the stages and submit the process at once. This is for a fact that, the system automatically deletes the application within seven (7) days.

On the other hand, the Corporate Secretarial Services Department at Breakthrough Attorneys calls for public education programs by BRELA so that the system can be taught to the public. Our quick analysis and research has revealed that most people, including professionals are complaining that the system is not user friendly or sometimes, unresponsive. As the physical documents system is completely wiped out, we call for BRELA to ensure top notch online presence and manpower services so as to much the flurry of applications that are coming up, especially with the need to turn digital all companies’ accounts.

Important Notice:
This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, Breakthrough Attorneys, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.