The Finance Act No. 8 of 2020 brought substantial amendments to the Companies Act (Cap. 212) and the Companies (Beneficial Ownership) Regulations, mandating companies to submit details of their beneficial owners to the Registrar of Companies. The initial compliance deadline of 1 January 2021 was subsequently extended to 31 December 2021 and has recently been extended to 15 April 2025.

A beneficial owner is defined as a natural person who: (a) directly or indirectly ultimately owns or exercises substantial control over an entity or an arrangement; (b) has a substantial economic interest in or receives substantial economic benefit from an entity or an arrangement directly or indirectly, whether acting alone or together with other persons; (c) on whose behalf an arrangement is conducted; or (d) who exercises significant control or influence over a person or arrangement through a formal or informal agreement.

Companies are required to submit statutory forms containing details of their beneficial owners, including identity information, passport details, work address, designation, politically exposed person (PEP) status with supporting documentation, the date of becoming a beneficial owner and the nature of ownership or control, such as shareholding percentage or voting rights. Where the beneficial owner is a corporate entity, details of the ultimate individual shareholder must also be disclosed.

To ensure compliance, companies must first update their registration on the Online Registration System (ORS) before filing beneficial ownership details. Additionally, any changes in beneficial ownership must be submitted to the Business Registration and Licensing Agency (BRELA) within 30 days.

Failure to comply constitutes an offence under the Regulations, attracting fines ranging from TZS 5 million to TZS 10 million. On 10 March 2025, BRELA issued a public Notice mandating all local companies to file their beneficial ownership information by 15 April 2025. Non-compliance will result in restrictions on key company transactions, including the submission of annual returns, changes to company particulars, requests for company status reports, registration of charges, perusal, certification of original documents and requests for access rights to ORS accounts.

With the deadline fast approaching, our corporate team at Dentons EALC East African Law Chambers is available to assist with any enquiries and facilitate the submission of beneficial ownership filings to ensure compliance and prevent operational disruptions.