BEST STAGES OF CREATING AND REGISTERING OF THE COMPANY IN ANY COUNTRY,
Company is the legal entity, allowed by legislation, which permits a group of people as shareholders to apply to the government
for an independent organization to be created, then can focus on pursuing
set objectives, and empowered with legal rights which are usually only reserved
for individuals, such as to sue and be sued, own property, hire employees or
loan and borrow money. The basic types of companies that can be incorporated
under the Companies Act 2006 are unlimited companies, companies limited by guarantee,
and companies limited by shares.
The prior registration of the company must
follow the following stages.
1. Submission of a letter for a
proposed company name for name clearance, Whereby the Registrar of Companies registry will scrutiny
to establish the availability or non-availability of the applied name and
desirability of such name.
Name reservation, once the registry confirms that the name is
available and is desirable to be used for the company registration; the
applicant may reserve a name by submitting a written application to the
Registrar pending registration of the company. Any such reservation shall
remain in force for a period of thirty days or such longer period not exceeding
sixty days as the Registrar may, for special reasons, allow and during such
period no other company shall be entitled to be registered under that name;
2.Submission of the Memorandum and
Articles of Association to the Registrar of Companies for the registration
process. The
Memorandum and Articles of Association should contain the names of shareholders
together with their physical addresses. The shareholders should be a minimum of
two (2) persons and a maximum of fifty (50) shareholders for a limited
liability company;
Declaratory Form that should contain the particulars of the
directors, company secretary,
registered office of the company and should include physical locations and
postal address of the company as well as its directors, nationalities of the
directors, their occupation and their dates of birth are requisite requirement
to be submitted with the memorandum and articles of association;
Declaratory Statement on a specific form, On the
compliance with all the requirements relating to the formation of the company
has to be made by either a proposed director, or company secretary or an
Advocate of the High Court engaged in the formation of the company which is
sworn before a Commissioner for Oaths is also a mandatory form to be submitted
together with the memorandum and articles of association;
Once all the documents are submitted
to the Registrar of Companies, they will be reviewed to ensure compliance and thereafter
assessment for payments of all necessary registration fees will be issued to
the Applicant; and, Upon payments of all the necessary fees the Registrar will
issue the Applicant with a Certificate of Incorporation which contains the
incorporation number, the date of incorporation, signed by the Registrar of
Companies or his designated officer and sealed by the Seal of the Registrar of
Companies. The registration of the company should involve also the location and
financing.
Location .Choosing a location can be a very important procedure in setting up
a company. If she choose to start a company out of home, then she will have a
few considerations to cover before she can get started and should follow the
factors influence location of an industry or company such as availability of
material availability of labour as well as availability of transport, Demographics as well as
competitors;
Financing.
In her business plan will let to know how much money she need to start her
company, how much revenue the project will make and how much money she will
need to maintain continued operations. As she plan for a company she need to
plan her financing as well. Financing her own company can come from a variety
of sources, including paychecks from your current job. Her business financing
can come from her personal resource, private investors or lending institutions,
such as banks or credit unions. Ongoing financing can come from sources, such
as a bank line of credit, a home equity loan that you secure for your business
or even company credit cards.
After
the registration of the Company, the Act provides post registration compliance
requirements, which are supposed to be adhered to. Compliance of the laws,
regulations and procedures is the key elements of the corporate governance.
This is achieved by ensuring that a company is always compliant with its
statutory filings, reporting and filing of its annual returns. Since
registration of the company is not a blanket approval to conduct their
activities,
Companies are supposed to be
compliant with the post-compliance requirements, which include:
1. Filling of annual return.
As a consultant to that person, she has to determine and
understand the Legal Analysis of that Notice, Every Company is required to file annual return on every return date which is
one year’s anniversary from the date of incorporation of the company. On the other
hand, the requirement to attach audited financial reports with annual returns
lies upon public companies. This is in accordance with Section 132 of Tanzania Companies Act, 2002. Private companies are relieved from the obligation to
attach audited financial reports together with their annual returns. The return date is
the date of the anniversary of the company’s incorporation. Every annual return
date shall state the date to which it is made up and shall contain the
following information:
- The
address of the company’s registered office.
- The
type of the company whether it is public/private and its principal
business activities.
- The
name and address of the Company Secretary.
- The
name and address of every director of the company, and
1) For each individual director, his
nationality, physical address and postal address, date of birth, business
occupation and such particulars of other directorships as are required to be
kept in the company’s register of directors.
2) In the case of a corporate director,
such particulars of other directorships he holds would be required to be kept
in the company’s register in the case of an individual.
- The
register of members and if it is not kept at the company’s registered
office, the address of the place where it is kept
- The
register of the debenture holders and if it is not kept at the Company’s
registered office, the address of the place where it is kept
- The
names of the of the present and past shareholders together with their
current shareholding or any changes that have been made to their
shareholding up to the date of the return
- Any
change that has been made up to the date of the return; and
- Every
annual return of the prescribed year should be signed by either a director
or the secretary of the company.
2. Annual general meeting.
An annual general meeting (AGM) is a
mandatory yearly gathering of a company's interested shareholders. At the AGM, the directors of the
company present an annual report containing information for shareholders about the
company's performance and strategy. Shareholders with voting rights vote on current issues, for example appointments to
the company's board of directors, executive compensation, dividend payments and
selection of auditors.
At
the annual general meeting, the Company shall transact the following business:
- To have
laid before the members for deliberation and approval, the annual
accounts.
- To have
laid before the members directors report.
- To have
laid before the members the auditor’s report.
- Approve
the appointment of auditors for the period up until the next general meeting
at which accounts are laid.
- The
re-election of any directors retiring and seeking re-election in
accordance with any requirement in the company’s articles of association.
- The
election or confirmation of appointment of any directors in accordance
with any requirement in the company’s articles of association; and
- Appointment of the External Auditors and fixing their remuneration.
3. Well keeping of books of accounts.
It is a requirement of the law that
every company shall keep in English or Swahili proper books of account, which
are sufficient to show and explain the company’s transactions. The accounts
shall disclose with reasonable accuracy at any time, the financial position of
the company and enable the directors to ensure that any balance sheet, profit
and loss account and cash flow statement prepared complies with the law. The
books of account shall be kept at the registered office of the company or at
such other place in Tanzania as the directors think fit, and shall at all times
be open to inspection by the directors.
4. The register of members.
As an owner of the company shall keep a register of its
members and enter in it the names and addresses of the members, distinguishing
each share by its number and by its class, the shares held by each member, the
amount paid or agreed to be considered as paid on the shares of each member,
the date at which each person was entered in the register as a member and the
date at which any person ceased to be a member. The register of members shall
be kept at the registered office of the company.
5. Change of particulars.
It is mandatory to notify the
Registrar of Companies of any changes of the company’s registered particulars
kept by the Registrar and any document delivered to the Registrar for
registration must state in a prominent position, the company’s incorporation
number, satisfy any requirement prescribed by law and conform to such
requirements as the Registrar may specify for the purposes of enabling him to
copy the document. If a document is delivered to the Registrar does not comply
with the requirements of the law, he may serve on the person by whom the
document was delivered a notice indicating the respect in which the document
does not comply.
6. Alterations to the memorandum.
Also she must understand that Memorandum
cannot be changed that easily. It is said that Memorandum of association is an
unalterable document alterable only in accordance with the provision of law” It
is only a by Special Resolution a company may alter the provisions of its
memorandum, if it so wishes with respect to the objects of the company.”
7. Allotment of shares.
Allotment of share is the process by
which members take shares from a company is the issue of shares this ends with
allotment, when individual share are assigned to particular holders .A previously
un-issued share is allotted when a person acquires an unconditional right to be
entered in the register of members in respect of that share. And the meaning of
share issue is the process by which company pass on new or shareholders who may
themselves be new or existing Whenever
a company limited by shares or a company limited by guarantee and having a
share capital makes any allotment of its shares, the company shall within sixty
(60) days thereafter deliver to the Registrar for registration.
8. Mandatory requirements.
As a new
investor she has to know
statutory requirement for her company, for example
- To
paint or affix, and keep painted or affixed, its name on the outside of
every office or place in which its business is carried on, in a
conspicuous position, in easily legible letters;
- Shall
in case that it has a common seal, have its name engraved in legible
letters on its seal;
- Shall
have its name and its registered office mentioned in legible letters in
all business letters of the company and in all notices and other official
publications of the company.
9. Creation of a charge.
A charge is basically a right which is
created by a person or company (borrower) on its assets and properties, whether
present or future in favor of a bank or financial institution (lender) which
lends financial assistance. And she must understand that every venture, company
or business requires funds for the smooth functioning of their operations that
is the need of charge and Every charge created by a company registered in
Tanzania and being a charge to which the law applies so far as any security on
the company’s property or undertaking is conferred thereby, it is supposed to
be registered with the Registrar within forty two (42) days after the date of
its creation. That means there are consequence on non –registration charge such
as void against the liquidator, and void against any creditor of the company
10. Physical address.
I have to consult her to have
physical company address that why address is very important to her company that
is a situation that she is in a situation in which she find herself in good way
that she create Trust and credibility to her customers for example people may
worry that businesses without physical address might disappear without a trace.
Depending on her types of business being able to present potential clients with
a physical address at which they can contact to her as may help her business
build both trust and credibility as well as meeting place for clients.
Therefore,
in order to succeed in the
registration of business/company in Tanzania involves various entities and the
process takes between seven to fourteen working days for an entrepreneur she is
recommended to use professional services of a lawyer or a consultancy to
register a company and in Tanzania the Business Registration and Licensing
Agency (BRELA) is the organization that deal with all company incorporations.
