Tanzania
Corporate Guide
Is there a requirement to declare beneficial ownership in Tanzania?
Yes, under the Companies (Beneficial Ownership) Regulations, 2023 a beneficial owner shall submit to the Registrar particulars of its beneficial owner by filling in Form 14b prescribed in the Companies (Forms) Rules 2005 (CF Rules) within a period of 30 days from the date on which his name is entered in the register of members and beneficial owners.
A person whose name is entered in the register of members of a company as the registered owner of shares in that company but who does not hold the beneficial interest in such shares shall file with the company a declaration to that effect by filling in Form 14d prescribed in the CF Rules within a period of 30 days from the date on which their name is entered in the register of members of the company – provided that where any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of 30 days from the date of such change, make a declaration of the change to the company by filling in Form 14d prescribed in the CF Rules.
A person who holds or acquires a beneficial interest in shares of a company not registered in their name, shall file with the company a declaration disclosing such interest by filling in Form 14e prescribed in the CF Rules within 30 days after acquiring such beneficial interest in the shares of the company – provided that where any change occurs in the beneficial interest in such shares, the beneficial owner shall, within a period of 30 days from the date of such change, make a declaration of the change to the company by filling in Form 14e prescribed in the CF Rules.
Where there is a transfer or transmission of shares or an increase or reduction of share capital or a restructuring of a company’s share capital or changes in the voting rights leading to any change in beneficial interest, the company shall, together with the applicable procedures prescribed in the CA, deliver to the Registrar a notice in Form 14f prescribed in the CF Rules indicating the change in the beneficial ownership of the company.
Where any declaration is received by the company, the company shall make a note of the declaration in the register of members and beneficial owners and shall, upon payment of the fee prescribed under the Companies (Fees Payable to Registrar) Regulations 2005, and within a period of 30 days from the date of receipt of declaration by it, file a return in the prescribed form with the Registrar in respect of the declaration.
Please note that beneficial interest is required to be registered during the incorporation of a company by filing the Form 14b and upon obtaining registration is required to maintain a register of beneficial members.