New Beneficial Ownership Regulations are now in force.

On July 21, 2023, the Minister for Investment, Industry, and Trade issued the Companies (Beneficial Ownership) Regulations, 2023 (the new Regulations), as mentioned in Government Notice No. 478 of 2023. These new Regulations largely draw from the Companies (Beneficial Ownership) Regulations, 2021 (the old Regulations), which are now revoked. The prescribed Forms for Beneficial Owner (BO) purposes remain the same as in the old Regulations.

A significant change brought by the new Regulations is that they apply only to companies incorporated in Tanzania, whereas the old Regulations also covered foreign companies with registered branches in Tanzania.

The new Regulations introduce the concept of direct and indirect Beneficial Owners (BOs). A direct BO is a natural person whose beneficial interest in the company is registered in their name. An indirect BO is also a natural person with a beneficial interest in the company, but the interest is not registered in their name. The new Regulations mandate that a direct BO must notify the Registrar of Companies and provide BO particulars through the BO Portal within 30 days of being entered in the register of members and BOs. For companies with indirect BOs, they must submit BO particulars through Form No. 14b within the same timeframe.

Unlike the old Regulations, the new Regulations explicitly require the Registrar to share information about a company's BO with competent authorities responsible for combating money laundering and terrorist financing, investigating and prosecuting related offenses, the Tanzania Revenue Authority, the Financial Intelligence Unit, and Government institutions overseeing economic empowerment of Tanzanian nationals.

Regarding time extensions, the new Regulations empower the Registrar to grant an extension (up to 30 days) for filing BO information if reasonable grounds exist for the delay. This aspect was not addressed in the old Regulations.