Recently the Business Registration and Licensing Agency (BRELA) launched an online registration system (ORS). BRELA now requires all filings and activities to be conducted through the ORS. Companies which were incorporated or registered before 1 February 2018 must ensure that their records are reconciled, updated and then uploaded into the ORS, in order to access the ORS services.
Services offered via the ORS
The ORS will provide the following services, among others:
a) business name registration/ reservation, online search, changes of particulars of a company, payment of annual maintenance fee, cessation and data update of an existing business name;
b) company registration, filing annual returns, audited accounts and any other company related documents;
c) industrial license registration, change of particulars of the certificate, filing annual progress report and cancellation;
d) trade and service mark registration and filing of trade and service mark related documents;
e) patent registration and filing patent or utility model related documents; and
f) you can also obtain information about a business name, a company, an industrial license, a trade and service mark or a patent.
Accessing the ORS
To be able to access the ORS, you are required to have the following:
a) for Tanzanian citizens: (i) a national identification number (NIN) issued by the National Identification Authority (NIDA); and (ii) a taxpayers identification number (TIN); and
b) non-Tanzanian citizens are required to use either their passport details or a NIN issued by NIDA.
To be registered as a shareholder, director or a company secretary, a Tanzanian citizen is required to have a NIN.
Consequences of not updating the company's records at BRELA
You cannot access the ORS if the company's records at BRELA have not been updated. As such the company will not be able to comply with various legal obligations including:
a) making annual filings with BRELA such as annual returns and financial statements;
b) notifying BRELA in relation to various changes taking place in the company such as change of directors, change of secretaries, change of shareholders, and change of registered address; and
c) registering securities with a view of perfecting the same.
Failure to update the company's records at BRELA will mean that the company will be in breach of the Companies Act, Act No.12 of 2002. Accordingly, the company will incur some late filing penalties which could range from USD 1 to USD 25 depending on whether it is a subsidiary or a branch office. Additionally, this would mean that the company's records at BRELA will not be up to date and as a result, the company cannot obtain a clean search report. This could potentially create difficulties for a company trying to do business with both domestic and foreign investors and the financial institutions.
If you have any questions on the issues raised above, please contact one of the authors to discuss.