The Finance Act, 2022 amended the Companies Act, Cap 212 by deleting the default fine and substituting the same with a fine of not less than Tanzania Shillings One Hundred Thousand (TZS. 100,000) for failure to comply with, among other things, making entries of information on Beneficial Owners in the Register and to notify the Registrar of changes in Beneficial Ownership (BO) within thirty (30) days of such change. Moreover, the Companies (Fee Payable to Registrar) (Amendment) Regulations, 2022 provides for penalty for late filing of any document delivered to the Registrar (for a month or part of) to the tune of Tanzania Shillings Two Thousand Five Hundred (TZS. 2,500). This comes following the Finance Act, 2022 amending the Companies Act in order to recognize the BO disclosure threshold as provided in the Anti-Money Laundering (Amendment) Act, Cap 423 (“AML Act”) which is 5%. The AML Act provides a clear definition of Beneficial Ownership which includes ultimate ownership or control, voting rights or ownership interest and percentage of shareholding.
A Guidance by BRELA on Disclosure of Beneficial Ownership
The Government through the Ministry of Investment and Trade in January 2022 extended the submission period for six (6) months to enable compliance with the filing of BO information. The said extension was until 30th June 2022. There has not been any further notice of extension in relation to the filing of the BO.
As it currently stands companies can still file for BO information. However, the companies will be subjected to a penalty of Tanzania Shillings Two Thousand Five Hundred (TZS 2,500) for each month of delay from the 30th June, 2022.