On 21st July 2023 the Government of Tanzania passed new Regulations on the retention and disposal of company documents. Below are the key highlights on the new Regulations with a view of highlighting the important regulatory and compliance requirements.
Requirement to retain company documents
Regulation 4 imposes a mandatory requirement to companies to ensure maintenance and availability of all its original documents in paper form or electronic record. The Regulation requires companies to retain documents for a maximum period of ten (10) years. However, companies are allowed to adopt policies for retention of documents prescribing different retention period, if the said period shall not be less than the period prescribed in the Regulations.
The Regulations allow the Registrar, subject to giving reasons in a written notification, to direct a company to retain any documents beyond the prescribed statutory period.
Disposal of documents
The Regulations give power to companies on their own, to dispose its documents upon expiration of the retention period. The said disposal shall be done under the authority of the Board of directors, administrative receiver, receiver or liquidator of the company. The company secretary or any of the persons mentioned herein are required to fill a prescribed form at the time of disposition and sign it after completion of disposition of documents.
The disposal form shall be delivered to the Registrar within twenty-eight (28) days from the date of the disposal, failure of which will result to a default fine.
Documents required in investigation and legal proceedings
The Regulations emphasise that, notwithstanding the prescribed retention period, documents required in relation to any investigation or pending legal proceedings or claims, not to be disposed until completion of the said legal proceedings or claims or investigation. Further, in the event a document is required and it is determined that such document is disposed, the said document shall be deemed to have been deliberately disposed and lead to a default fine.
Penalty for contravention
The Regulations impose a default fine of not less than Tanzania Shillings One Million (Tzs. 1,000,000) but not exceeding Ten Million (Tzs. 10,000,000) or equivalent to (USD. 500 – USD 4,076) to a company and every officer of the company who contravenes what has been stipulated above.