From our Desk
February 6, 2026
1. Introduction.
1.1.The government of the United Republic of Tanzania, via the Special Gazette No. 1 Vol. 107 dated 15th January, 2026, proposes major reforms on different laws via The Written Laws (Miscellaneous Amendments) Act, No. 1 of 2026. While several laws are affected, the Companies Act contains the most substantial changes.
1.2.The amendments focus on broadening the amended laws’ scope of coverage to reflect current changes in legal practices and compliances aiming to enhance clarity by making additions or replacements of various provisions as follows.
2. Amendment of the Companies Act (CAP. 212)
As the leading piece of amended legislation, the Bill introduces sweeping changes to corporate governance and compliance:
2.1. New Terminology
The Bill introduces definitions for “nominee,” “nominator,” “nominee shareholder,” and “nominee director,” which are absent in current legislation. These terms legally recognize the power of a shareholder, director, or member to appoint a representative to act on their behalf and execute instructions from the nominator.
2.2. Filing Records of Nominees
Companies must now file accurate and up-to-date records of nominee directors and nominee shareholders alongside their memorandum and beneficial owner information. A register of nominee shareholders and directors will be established to maintain these particulars.
2.3. Specific Objectives Required
A company’s memorandum must explicitly specify its objectives and any incidental activities. The Bill proposes repealing Section 8, which previously allowed companies to operate under general commercial objectives.
2.4. Strict Name Change Compliance
Failure to comply with a Registrar's directive to change a company name within six weeks (or the timeframe specified) will result in the company being struck off the register.
2.5. Disclosure in Annual Returns
To avoid fines, companies must now disclose the number of paid-up and unpaid shares of each class held by every member at the date the annual return is filed.
2.6. Registrar’s Inspection Powers
The Registrar of Companies (or any authorized officer) is granted express power to conduct physical inspections at a company’s registered office with or without prior notice. Employees, directors, and officers must provide full cooperation. Obstructing an inspection or providing false information will result in a default fine.
2.7. Obligations for Foreign Companies
Within 30 days of establishing a place of business in Tanzania, foreign companies must file a list of shareholders containing the address, number, and class of each shareholder. They must also provide accurate beneficial ownership records, including an oath or affirmation if the owner is a domestically or internationally politically exposed person. Existing foreign companies have six months to comply once the amendment is in force, while new companies must meet this prerequisite upon registration.
3. Amendment of the Bank of Tanzania Act, (Cap. 197)
3.1.Emergency Advances to the Government:
The Bill empowers the Bank of Tanzania (BoT) to grant temporary advances to the Government during unforeseeable or unavoidable events that cause a revenue deficiency. These advances must remain consistent with BoT objectives and public debt limits. "Unforeseeable events" include constitutional states of emergency and public health emergencies, such as infectious disease outbreaks affecting the economy.
4. Amendment of the Business Names Act, (Cap. 213) The Bill intends to amend the Act in the following aspects:
4.1. New Definitions:
Section 2 introduces the definition of a "designated non-financial business professional". This includes casino dealers, real estate agents, precious metal and stone dealers, advocates, notaries, accountants, and company service providers.
4.2. Access to Beneficial Owner Register:
Reporting persons defined under the Anti-Money Laundering Act will now be granted access to the Registrar's register of beneficial owners.
5. Amendment of the Anti-Money Laundering Act (CAP. 423)
The following are the proposed amendments:
5.1. Expanded Reporting Duties
Designated professionals, including advocates, notaries, accountants, and company service providers, are under a duty to report suspicious activities. Triggering activities include real estate transactions, managing client assets and accounts, organizing company contributions, creating legal entities, and acting as a nominee shareholder or director.
5.2. Threshold for Precious Metals/Stones
Dealers in precious metals or stones must report suspicious cash transactions equal to or exceeding USD 15,000 (or its equivalent in Tanzanian shillings).
5.3. Redefining Politically Exposed Persons (PEPs)
The Bill clarifies definitions for “foreign” and “domestic” PEPs to include individuals entrusted with prominent public functions (e.g., Heads of State, senior politicians, judicial or military officials, senior executives of state-owned corporations), as well as their family members and close associates.
6. Amendment of Intellectual Property Laws
6.1.Trade and Service Mark Act
(i) Expanded Definitions
The definition of a “trade or service mark” is broadened to mean any sign capable of distinguishing the goods or services of one undertaking from those of another.
(ii) Collective and Certification Marks
The Bill recognizes “collective marks” (signs distinguishing goods/services of association members from non-members) and “certification marks” (signs certifying the kind, quality, geographical origin, or other characteristics of goods/services).
(iii) ARIPO Recognition
Trade or service marks registered by the African Regional Intellectual Property Organisation (ARIPO) designating the United Republic of Tanzania will be deemed registered in the Tanzania mainland.
6.2. Patents (Registration) Act (CAP. 217)
(i) Patent Term Limit:
The term of a patent will expire 20 years from the date the application is filed.
(ii) Exclusion from Patentability:
The responsible Minister is granted the power to temporarily exclude specific products or manufacturing processes from patentability for a period not exceeding ten years.
(iii) Regional/International Design Recognition:
Designs registered under regional or international instruments designating Tanzania will have the same effect as domestic registration, unless the Registrar of Patents communicates otherwise.
7. Additional Amendments
7.1. Value Added Tax Act (CAP. 148)
Expedited Refund Processing: The timeframe for the Commissioner General to determine a taxpayer’s application for a VAT refund is significantly reduced from 90 days down to 30 days.
7.2. Civil Aviation Act (CAP. 80)
Aircraft Interception: Intercepting a civil aircraft in flight is strictly prohibited unless undertaken as a measure of absolute last resort to ensure the safety of the aircraft, persons, and property on board.
7.3. Interpretation of Laws Act (CAP. 1)
Language Consistency: Under Section 85, the enactment of subsidiary legislation must be made in the same language as its principal legislation.
8. Implication of the Proposed Amendments to Businesses
Although the Bill has not yet been passed, its implications are significant and call for immediate pre-analysis and consideration by all stakeholders and businesses. To ensure businesses remain fully compliant once these amendments come into force, the following action items are to be considered:
Corporate Governance & Registry Compliance (Companies Act)
a) Identify and Register Nominees: If your company utilizes nominee directors or shareholders, gather their accurate, up-to-date data to file alongside your beneficial owner information.
b) Adjust Annual Return Filings: Instruct your company secretary or compliance team to include the exact number of paid-up and unpaid shares for each class held by every member in all future annual returns.
c) Prepare for Unannounced Inspections: Ensure that your registered office is always compliant and that staff are briefed to provide full cooperation, as the Registrar will have the power to conduct inspections with or without notice.
d) Monitor Name Change Directives: Establish a protocol to immediately address any Registrar directives regarding your company name, as failure to comply within six weeks will lead to being struck off the register.
e) Foreign Company Requirements: If you operate a foreign company, prepare to submit a detailed list of shareholders and beneficial owners (including PEP oaths) within six months of the Act coming into force.
Anti-Money Laundering (AML) & KYC Protocols
a) Update PEP Screening: Revise your Know Your Customer (KYC) and onboarding procedures to align with the newly expanded definitions of domestic and foreign Politically Exposed Persons (PEPs), which now explicitly include family members and close associates.
b) Implement Suspicious Activity Reporting (For Professionals): If your business provides legal, accounting, notary, or company services, ensure you have systems in place to flag and report suspicious activities during entity creation, asset management, or real estate transactions.
c) Monitor Large Cash Transactions (For Jewellers/Dealers): If you deal in precious metals or stones, institute a strict reporting trigger for any cash transactions equal to or exceeding USD 15,000 (or its TZS equivalent).
Tax & Intellectual Property Opportunities
a) Track VAT Refunds: Update your financial tracking systems to reflect the new 30-day timeline for the Commissioner General to process VAT refund applications.
b) Review Trademark Portfolios: If you represent an association or a certifying body, evaluate whether you should register newly recognized “collective marks” or “certification marks” under the updated Trade and Service Mark Act.
9. Conclusion
Although the Bill has not yet been passed, its implications are noteworthy. The proposed changes call for lawyers, businesses, citizens, foreigners, and all stakeholders to proactively analyze and prepare for these regulatory shifts.
Disclaimer. This brief is issued for general information purposes and does not in any way constitute a legal opinion by LAWHILL. LAWHILL shall not be liable for any injury and/or loss arising from relying on this brief. Should you have an issue relating to the brief or any other issue, please kindly contact our office for an opinion that suits your particular needs. For inquiries on this or any other legal issue contact us through our contact details below or visit www.lawhill.co.tz
