CORPORATE LAW UPDATE: A SYNOPSIS OF CHANGES MADE BY THE WRITTEN LAWS (MISCELLANEOUS AMENDMENTS) ACT NO 03 OF 2019 TO THE NON-GOVERNMENTAL ORGANIZATIONS ACT NO 24 OF 2002

• Brief of the new  legal requirements for  Non-Governmental Organizations (NGOs) in Tanzania
• Summary of provisions of the Miscellaneous Amendments Act No. 3 of 2019 and their expected effects to NGOs
• Our thoughts and conclusion

1.0 Introduction

In June 2019, the Parliament of the United Republic of Tanzania passed the Written Laws (Miscellaneous Amendments) Act No. 03 of 2019 (hereinafter referred to as “the Miscellaneous Amendments Act No. 03 of 2019”) which was later assented by the President.

The Miscellaneous Amendments Act No. 03 of 2019 has introduced new provisions and amended some of the current provisions of the Non-Governmental Organizations Act No. 24 of 2002 (hereinafter referred to as “the NGOs Act”). Some provisions of the Miscellaneous Amendments Act No. 3 of 2019, seek to impose duties to all entities that are registered and/or operate in Tanzania as NGOs. Thus, the NGO’s Act and the Miscellaneous Amendments Act No. 11 of 2005 (previous amendments to the NGOs Act) shall be read together with the current amendments done by the Miscellaneous Amendments Act No. 03 of 2019.

Breakthrough Attorney’s corporate team has prepared this brief summary of provisions of the Miscellaneous Amendments Act No. 3 of 2019 and their expected effects to Non-Governmental Organizations (hereinafter referred to as “NGOs”) operating in Tanzania.

2.0 Summary of provisions of the miscellaneous amendments Act No. 3 of 2019 and their expected effects to NGOs 

2.1  De-registration of certain NGOs:

Section 28 of the Miscellaneous Amendments Act No. 3 of 2019 has added Section 8A of the NGOs Act which provides for de-registration of all NGOs which are registered as NGOs but are literally not NGOs as according to Section 2 of the NGOs Act read together with its amendments. In essence, the Registrar of NGOs shall have mandate to assess entities, which do not discharge NGOs duties.

2.2  Need for Self-Assessment:

NGOs, should conduct verification on whether they fit in as NGOs or not. If they do not fit as NGOs, they have to make sure that they comply with all the requirements needed for an organization to operate as an NGO as according to Section 2 of the NGOs Act otherwise, they will be de-registered.

2.3  Lifespan of a Certificate of Registration:

Section 30 of the Miscellaneous Amendments Act No. 3 of 2019 amends Section 17 of the NGOs Act by adding subsection (3) which imposes period limit of the Certificate of Registration of an NGO to be not more than ten (10) years.

Effects:

The implication of this is that, NGOs be required to renew their Certificate of Registration after ten (10) years, counting from the date of registration. Upon expiration of ten (10) years, Certificate of Registration will be considered as invalid.

An application for renewal of Certificate of Registration is to be made to the Non-Governmental Organizations Coordination Board, six (6) months before the expiry date of its registration.

2.4  Publication of Annual Reports:

Section 31 of the Miscellaneous Amendments Act No. 3 of 2019 amends Section 29(1)(b) of the NGOs Act by imposing a requirement that, NGOs make their Annual report available to the public after submitting the same to the Non-Governmental Organizations Coordination Board.

Effects:

NGOs will be required not only to submit its Annual Report to the Non-Governmental Organizations Coordination Board but also to the public. Failure to do that may make office bearers liable to offences under the NGO’s Act and the Companies Act.

2.5  All Organizations registered as companies limited by guarantee and having Certificate of Compliance under the NGOs Act to be removed from the Register of Companies:

Section 6 of the Miscellaneous Amendments Act No. 3 of 2019 amends of Section 3 of the Companies Act by adding Section 3A which states that, all organisations which were incorporated under the Companies Act and obtained a certificate of compliance under section 11 of the NGOs Act, shall be deemed to have been registered under the NGOs Act. This shall be effective within two (2) months from the date that Miscellaneous Amendments Act No. 3 of 2019 comes into operation.

Effects:

NGOs and/or their affiliates which were registered as companies limited by guarantee to be bound by the NGOs Act and not Companies Act.

2.6   NGOs not to be registered as private companies with Limited Liability:

Section 9 of the Miscellaneous Amendments Act No. 3 of 2019 amends Section 32 of the Companies Act by removing charity organizations as one of associations which can be registered as private companies with limited liability. Only associations which intend to promote commerce can be registered as private companies with limited.

Effects:

NGOs as charity organizations cannot be registered as a private company with limited liability.

3.0 Our thoughts and conclusion

The Miscellaneous Amendments Act No. 3 of 2019 has introduced major changes to NGOs in Tanzania and other organizations which were registered under laws other than the NGOs Act.

For organizations which intend to move to NGOs regime may need to acquaint themselves with the NGOs Act and its amendments as the primary law that governs NGOs in Tanzania. This will help such organizations to easily adjust and fit in with the requirements of the NGOs Act.

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.