Disclosure Of Beneficial Ownership

In Tanzania, the transparency of company ownership has evolved into a mandatory legal obligation. Originally introduced through the Companies (Beneficial Ownership) Regulations, 2021, the regime was updated with new regulatory and compliance expectations under the Companies (Beneficial Ownership) Regulations, 2023 and reinforced through recent public guidance from the Business Registration and Licensing Agency (BRELA).

The focus on beneficial ownership is driven by global standards on anti-money laundering (AML), counter-terrorism financing (CTF), good corporate governance, and investor confidence. Accurate beneficial ownership data helps regulators, financial institutions, and enforcement agencies trace who truly controls companies operating in Tanzania.

Legal Framework Governs Beneficial Ownership

The disclosure of beneficial ownership is mandated by:

1. Section 459A of the Companies Act, Cap. 212
2. Companies (Beneficial Ownership) Regulations, 2023 (Government Notice No. 714, published on 22 September 2023)
3. Public notice by BRELA guiding implementation and compliance issued on 10 March 2025

Under this framework:

• Every local company registered under the Companies Act must submit information on its beneficial owner(s) to the Registrar of Companies.
• BRELA maintains a register of beneficial owners accessible to competent authorities involved in AML/CTF enforcement and tax regulation.

Who is a Beneficial Owner?

A Beneficial Owner refers to a natural person who:

• Directly or indirectly ultimately owns or controls a company or arrangement;
• Has a substantial economic interest or receives substantial economic benefit from the company;
• Exercises significant control or influence through formal or informal agreements;
• Operates the company on whose behalf arrangements are conducted.

This definition includes persons with share ownership, control over voting rights, influence over decision making, or economic benefit even if not formally recorded in company registers.

Mandatory Filing Requirements

Initial Submission

All local companies that have not yet submitted their beneficial ownership information must do so by 15 April 2025.

Under the BRELA public notice, companies failing to meet this deadline will be restricted from performing key regulatory actions, including:

• Submitting annual returns
• Altering company particulars
• Requesting status reports or custom searches
• Registering charges
• Recovering or certifying documents
• Accessing the Online Registration System (ORS)

Details to Be Provided

Companies must file comprehensive particulars for each beneficial owner, including:

• Full names and any previous names
• Nationality and national ID or passport number
• Date and place of birth
• Contact details (telephone, email, addresses)
• Place of work and position held
• Nature and extent of shareholding or control
• Date when beneficial interest was acquired
• Whether the person is a Politically Exposed Person (PEP)
• Details of voting rights or other influence mechanisms

Where a beneficial owner is another company, the identity of the ultimate natural person(s) must also be provided.

Ongoing Compliance

Within 30 Days of Change

Companies must notify BRELA of any changes in beneficial ownership within 30 days of the change. This includes:

• Transfer or transmission of shares
• Increase or reduction of share capital
• Restructuring of share capital
• Changes in voting rights
• New acquisition of direct or indirect control

Changes are submitted through the Online Registration System (ORS) or the dedicated beneficial ownership portal.

Consequences of Non-Compliance

Failure to file or update beneficial ownership information is an offence. Under the applicable regulations:

• Companies may be restricted from conducting key transactions with the Registrar until compliance is achieved.
• Non-compliance may be treated as a regulatory offence and attract late filing fees and penalties under the Companies Act and associated Rules.

Although specific penalty amounts for 2025 are guided by existing fines (historically TZS 5m–10m), BRELA’s emphasis is on compliance and restriction of services for non-filers.

Practical Steps for Compliance

• Identify Beneficial Owners: Conduct internal due diligence to identify all persons with direct or indirect control, significant influence, voting power, or economic benefit.
• Prepare Full Documentation: Collect supporting documents (IDs, proof of control/ownership, declarations of PEP status, ownership instruments).
• Register on ORS / BO Portal: Ensure your ORS account is active and linked to the beneficial ownership portal as guided by BRELA.
• Submit on Time: Complete the initial filing before 15 April 2025 and manage future changes within 30 days.
• Monitor Regulatory Updates: Stay updated as BRELA may integrate future updates or expand disclosure rules.

Why this Matters for Investors & Corporates

Beneficial ownership disclosure is more than a technical formality:

• It strengthens corporate transparency and governance
• It is crucial for AML/CTF compliance and risk management
• Banks and financial institutions increasingly rely on beneficial ownership data for KYC due diligence
• Investors, regulators, and cross-border partners expect verified ownership information in M&A, financing, and regulatory filings

Non-compliance can delay deals, block regulatory transactions, or create risk exposures.

Final Words

Tanzania’s beneficial ownership regime has progressed significantly since its first statutory introduction. Companies now face firm enforcement timelines, enhanced disclosure requirements, and administrative restrictions for non-compliance.

For any business operating in Tanzania local or foreign ensuring accurate and timely beneficial ownership disclosure is now a foundational compliance obligation.

Mak Africa Legal can help companies identify beneficial owners, prepare full submissions, navigate the ORS/BO portal, and stay compliant with ongoing changes in corporate law and regulatory practice.

Legal Disclaimer

This publication is provided for general information purposes only and does not constitute legal advice. Mak Africa Legal accepts no liability for reliance placed on this publication. Specific legal advice should be sought before acting on the information contained herein.

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