In terms of the Companies Act, 2002 (Cap RE 212) (the
"Act"), every company incorporated or
registered in Tanzania as a branch of a foreign company has an
annual filing obligation with the Registrar of Companies, also
called the Business Registrations and Licensing Agency
In the case of a locally incorporated company (local
subsidiary), the requirement is to file an annual return in the
prescribed form, accompanied by a copy of the audited accounts
(except for those companies exempt from an audit obligation in
terms of the Act).
This return is due on a date not later than:
(i) the anniversary of the company's incorporation;
(ii) the date of filing of the preceding annual return (if
filed on a date other than the incorporation anniversary date).
In the case of a locally registered branch of a foreign company,
annual accounts need to be submitted every calendar year in such
form, and containing such particulars and including such documents,
as provided for in the Act. In practice, the annual return is
prepared soon after the annual general meeting at which the
accounts are presented.
Consequences of non-compliance
Late filing of annual returns or any other filing required under
the Act will result in a late filing penalty. In instances of more
serious and extended defaults, BRELA may assume that the company is
no longer trading and issue notice of intention to strike the
company off the company registry. In most cases, such action is
accompanied by sanctions against owners and officers of the
Three-month deadline to submit outstanding filings
On 8 February 2017, BRELA issued a public notice giving a
three-month deadline for local companies and local branches of
foreign companies to file all outstanding filings or risk the
consequences listed above. The deadline for compliance with the
notice is 7 May 2017.
The notice, which is available on the BRELA website, states the
following: "Companies that ... fail to comply with this
directive within the specified period will be struck off the
Registers and their owners and officers be taken to Court, starting
from the 8th May 2017."
The notice is accompanied by a list of companies that, among
other things, reflects the years of annual returns not paid.
ENSafrica has reviewed the list and note that there are several
inconsistencies, such as outdated and inaccurate company
information. We have liaised with BRELA officials in this regard
and have been informed that each company should independently
contact BRELA, in writing, concerning any incorrect company
information. Any supporting evidence establishing the inconsistency
should be submitted, especially copies of the exchequer receipts
issued by BRELA and/or copies of other relevant documents stamped
Steps to be taken
We suggest that every company urgently review their compliance
status to confirm that their corporate filings are up to date, and
that the BRELA records reflect this. The BRELA notice also states
that the list provided will continue to be updated as the audit
continues. Therefore, most recently incorporated companies are not
yet on the list. We therefore advise companies to regularly check
the list, which is also available on the BRELA website.
Filing of pending audited accounts must be done before 7 May
2017. There are no filing fees or penalties for filing the accounts
with respect to locally incorporated companies. However, there are
fees and penalties for filing accounts with respect to branches of
foreign companies. The filing fee is USD220 and the penalty is
USD25 for each delayed month.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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