Share Warrant: Current Practice In Tanzania
March 16, 2022

Share warrant is a document issued by a company under its common seal, granting its bearer specified shares or stock. Unlike share certificate which is a written document prepared by the company under its common seal and sent to its members containing the number of shares held by such members and the amount paid for the shares, share warrant serves as evidence of share ownership by shareholders.

Share warrant has proven to be a reliable investment strategy due to its advantages as shown below;

  • Share warrants can be used as negotiable instruments, since they are transferable equity.
  • Banks accept share warrants as security for loan facility because share warrants act as proof for holder’s equity stake in a company that issues such warrant.
  • Companies can provide future dividend payments by attaching dividend coupons with the share warrants.

Section 85 (1) of the Companies Act, 2002 allows any company limited by shares, if authorized by its articles of association to issue share warrants stating, amongst other things, that the bearer of the warrant is entitled to shares specified therein. Further, that the company may provide by coupon or otherwise, for payment of future dividends on the shares included in such warrants.

Section 85 of the Companies Act, 2002 has been amended by Section 10 of the Finance Act, 2020 by addition of Section 85 (4) and (5). The amendment requires any share warrant issued or transferred to be subject of approval by the Registrar of Companies. The Registrar has also a duty to maintain all records of share warrants issued or transferred.

This amendment might have been influenced by the following factors;

  • Tax compliance requirement – specifically Capital Gains Tax since this kind of tax applies to profit begotten from the proceeds of sale of an asset.
  • Vast growth in commercial trade undertakings – like in many other jurisdictions, this factor has prompted Tanzania to make such amendments in an effort to promote commerce.

However, in some jurisdictions share warrants are still transferable by mere delivery and registration is not necessary.

Henceforth, share warrant issuance and transfer in Tanzania is subject to approval by the Registrar of Companie. This position aims at ensuring that the Registrar maintains proper records of the same pursuant to section 85 of the Companies Act, 2002 as amended by Section 10 of Finance Act, 2020.

Victory Attorneys & Consultants © 2022

Augustine Dominic Shio

Managing Partner

Augustine Dominic Shio is also known as Mr Shio is a highly sought-after and widely recognized criminal law expert with more than 30 years of experience advising and assisting corporations and individuals charged with white-collar crimes.

Overview

Before founding the firm Mr Shio held several positions in the public sector, he served as a Principal State Attorney at the Attorney General’s Chambers, Legal Advisor at the President’s Office (Commission for Enforcement of the Leadership Code), Director of Legal Services and Complaints at the Ministry of Home Affairs and retired as a Deputy Director of Public Prosecutions at the Directorate of the Public Prosecutions.

Mr Shio is a recipient of the Presidential Medal for his distinctive public services and ethics of the highest order. His distinguished aptitude in handling complex criminal cases, particularly money laundering, economic and organized crimes has enabled the firm to handle high profile criminal cases in Tanzania.

Practice Focus

As the firm’s head of the Financial & Organized Crimes Department, Mr Shio represents corporations and individuals in the telecoms, media & ICT, mining, oil & gas and banking sectors in high profile criminal cases. He has advised and prepared legal compliance models and for large scale agribusiness operators, public listed companies and securities dealers and brokers in line with sector-specific laws.

He possesses vast experience in advising multinational corporations on money laundering and tax evasion throughout the life span of their commercial transactions.

Mr Shio has represented clients in major plea bargaining negotiations at the office of the Director of Public Prosecutions. He is renowned for closing some of the best pleas deals in the country on behalf of many locals and expatriates charged with money laundering, economic and organized crimes and cybercrimes. Additionally, Mr Shio consults and assists criminally charged individuals to secure pre-trail and post-trial bail on serious criminal charges.

Education

Mr Shio holds a Bachelor’s Degree (LL.B Hons) from the University of Dar es Salaam, Certificate in Criminal Justice and Treatment of Offenders from the United Nations Institute (Fuchu, Japan). He is a certified criminal law expert in Money Laundering and Terrorism.

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