By. Catherine M. Mkama.
Tanzania has issued new Regulations on the beneficial ownership, Companies (Beneficial Ownership) Regulations, 2023 (the new Regulations) through the Government Notice No. 473 of 2023 and revoked the Companies (Beneficial Ownership) Regulations, 2021.
What has changed?
- Foreign Companies are no longer required to submit particulars of beneficial owners.
Prior, the requirement to submit the details of beneficial owners was on all companies either incorporated in or outside Tanzania and conducting their business in Tanzania were registered under the Act as branch companies.
But, Regulation 3 of the new Regulations brought in changes by requiring only companies incorporated in Tanzania to submit the particulars of the beneficial owners to the Registrar. Thus, this creates new position which excludes foreign companies to submit particulars of the beneficial owners to the Registrar.
- Introduction of a concept of direct and indirect beneficial owners
Basically, a beneficial owner is a person who owns, exercises a substantial control or who receives substantial interests from an arrangement or an entity.
Regulation 2 of the new Regulations brings in a distinction between a direct and indirect beneficial owner. Whereas, a direct beneficial owner is a natural person who holds or acquires a beneficial interest in the company and registered in his name. Whilst, an indirect beneficial owner means a person who hold or acquires beneficial interests in the company not registered in his name.
Further, Regulation 3(3) of the new Regulations requires a company with a direct beneficial owner(s) to notify the Registrar in the manner specified in the beneficial owners’ portal within thirty days from the date entered in the register of members and of beneficial owners.
On the other hand, the companies with the indirect beneficial owners are required to fill Form 14b as prescribed in the Companies (Forms) Rules, 2005 and submit the form as an attachment to the Registrar through beneficial owners’ portal within thirty days from the day the name is entered in the register of members and the beneficial owners.
- The obligation of the Registrar to furnish particulars of beneficial owners to competent authorities when requested.
The Registrar is obliged under Regulation 7(2) of the new Regulation to furnish information on particulars of beneficial owners to the authorities provided under Section 451B of the Companies Act, Cap. 212.
Those authorities include; Tanzania Revenue Authority, Financial Intelligence Unit, authorities responsible for investigation and authorities responsible for combating money laundering and terrorists financing amongst others. These authorities are to be availed the particulars of beneficial owners to the extent of their request and not otherwise.
- Extension of time for filing particulars of beneficial owners.
The time provided to file the particulars of the beneficial owners registered in the company either direct or indirect is thirty days.
However, Regulation 12 of the new Regulations vests power to the Registrar to extend time for filing the information for a period not exceeding thirty days.
In general, the new Regulations spur and creates smooth company’s compliance on beneficial ownership requirements and highly prevents the corruption and illicit financial flows in the companies using the shield of beneficial owners.
