Setting Up Business in Tanzania

Transcription

1 Setting Up Business in Tanzania The process of setting up business in Tanzania starts from the business identification process. This is followed by creation of a business entity and obtaining relevant licenses and approvals. Below i outline the procedure for company registration, obtaining investment approval, obtaining general business license, obtaining mining tenements (in case of mining projects), obtaining banking business license (in case of bank formation), obtaining insurance business license (in case of insurance company formation) and registration with tax authorities: (a) Company Registration In order to do business in Tanzania, one needs to form a business entity in a form a sole proprietorship, partnership or limited liability company. A business entity in a form of sole proprietorship or partnership must be registered under the Business Names Registration Act. The most common business entity is Limited Liability Company. All businesses operating in Tanzania, whatever their legal form, must register with the Business Registration and Licensing Agency (BRELA), which is under the Ministry of Industries and Trade. The first step is to obtain name clearance from BRELA. Generally, the following documents are required in the process of forming a company: Name of the company (which must be cleared by the Registrar of Companies). The address of the registered office in Tanzania; Names, residential addresses and nationalities of the first subscribers and directors (at least two). Memorandum of Association (stating in details the objects of the company) and Articles of Association (stating in detail the management structure and processes). At least two copies of each document must be filed; Filing a prescribed form to make a declaration that a company has complied with the requirements of the Tanzanian company law; and Payment of the filing fee, registration fee and the stamp duty. (b) Investment Approval In making application for investment incentives from Tanzania Investment Center, the following documents are required: Three (3) copies of the project s Business Plan/Feasibility Study. The intended project should aim at foreign exchange generation and savings, import substitution, creation of employment opportunities, linkage benefits, transfer of technology, expansion of production of goods and services etc. The feasibility study should contain clear statement of the project objective, information regarding the investor, details of investment costs (foreign and local expected capital expenditure), how the proposed investment will be financed, specific sources(s) of finance for the project, terms and conditions of the loan if applicable, sources of technology if applicable, project financial and economic analysis, market study, project capacity, production process if applicable, environmental impact assessment, expected employment generation, proposed implementation schedule, etc;

2 Three (3) duly filed copies of application forms which are issued by the Tanzania Investment Center at a fee of US$ 100; In case of expansion/rehabilitation, a copy of audited account for the past three years; A copy of the company s Memorandum and Articles of Association; A certified copy of the Certificate of company Incorporation; A brief profile of investors(s); Evidence of sufficient finance capital available to implement the project; Evidence of land ownership for the location of the project; Project implementation schedule; and An overall covering letter to which all the above are attached. (c) General Business License The type and number of required licenses differs from one sector to another depending on the degree of regulation in the sector involved. It is generally advisable to take legal advice on the required licenses in a particular sector. Apart from fulfilling the sector specific requirements, all businesses must obtain a general business license issued under the Business Licensing Act, To obtain a general business license, the Applicant must submit the following documents: Photocopy of the certificate of incorporation or certificate of compliance (in case of a company) or certificate of registration or extract (in case of partnership or sole traders); Memorandum and Articles of Association showing among other things that the objectives of the company allow it to do the business which the license is being applied for; Proof of Tanzania citizenship e.g. photocopy of passport, birth certificate, or in case of a non-citizen, resident permit Class A (showing the holder to be the investor in that company/business); In case the shareholders of the company are non-residents, a Powers of Attorney to a citizen/resident must be submitted; Proof by the applicant having a suitable business premises for the business applied. Proof that can be submitted includes title deed, tenancy agreements, receipt of rent or property tax payment); and Tax identification number (TIN) issued by Tanzania Revenue Authority. As pointed above, there are additional authorizations that must be given by sector specific regulators. When you inform us the nature of your business, we will advise you the sector specific requirements that apply to your line of business. The following are examples of sector specific requirements: Customs agency license (issued by Tanzania Revenue Authority) for those applying for a license to carry out the business of clearing and forwarding. Tourist agency license (issued by the Ministry of Natural Resources and Tourism) for those applying for a license to carry out tourism promotion business such as tourist hotels, travel agents, tour operators, hunting, etc.

3 Mining tenement (issued by the Ministry of Energy and Minerals) for those applying for a license to carry out mining business. Banking License (issued by the Bank of Tanzania) for those applying for a license to carry out banking business. Telecommunications/postal/broadcasting license (issued by Tanzania Communications Regulatory Authority) for those applying for a license to carry out telecommunications/postal/broadcasting business. Insurance license (issued by Insurance Supervisory Department) for those applying for a license to carry out insurance business. Special license/permit (issued by Tanzania Food and Drugs Authority) for those applying for a license to carry out business relating to food, drugs and cosmetics. Fishing license (issued by the Ministry of Natural Resources and Tourism) for those applying for a license to carry out fishing business. Professional certificates/authorization for all professional businesses e.g. doctors, lawyers, pilots, accountants, ship captains, etc (issued by the respective professional organization). Petroleum exploration license (issued by the Ministry of Energy and Minerals) for those applying for a license to carry out petroleum exploration. Industrial license (issued by the Ministry of Industries and Trade) for those applying for a license to establish industries and factories. The Chief of Police, Ministry of Home Affairs, must authorize a business that will involve providing security services. Most of the sector specific licenses are granted after making the payment of various fees. Sometimes, before a business license or permit is issued, a physical verification of the company s offices is done. Here are examples of the requirements for applying some of the mining, banking and insurance sectors: (d) Mining tenements Mining business in Tanzania is regulated under the Mining Act, The Mining Act, 1998 provides for various types of mining tenements that can be granted. Generally, each type of mining tenement requires to be licensed separately from the other. For example, the right to conducting prospecting must be licensed separately from the right to carry out mining. Depending on the nature of your business, you may be required to possess more than one license. We generally advice you to take legal advice on the mining tenements that suits your business. The following mining tenements are prescribed under the Mining Act, 1998: Prospecting License; Retention License; Special Mining License; Mining License; Gemstone Mining License; Primary Prospecting License; and Primary Mining License. In addition to above licenses, the Mining Act, 1998 provides for dealers and brokers licenses that may be granted to those dealing in raw gold, gemstone and other minerals. With regard to diamonds, there are special rules governing licensing and trading.

4 The application for any of the above mentioned licenses must submit to the Minister responsible for minerals in prescribed form. The form of application each license is provided under the Mining (Provisional Licenses) Regulations, The application in a prescribed form must be accompanied by a covering letter of introduction of the applicant. The application must contain the following information (additional attachments are allowed): In the case of an individual applicant, his full name, nationality and permanent address; For a body corporate, its name, permanent address and places where it was incorporated including the certificate of incorporation; Memorandum and Articles of Association of the Company; Statement of the location of the applied area in either UTM or Long-Lat coordination systems and shall include a plan of the area presented in a Topographical map of scale 1:50,000; Statement of the size in sq. km of the applied area of land over which the license is being applied for. The area must not exceed the prescribed maximum area; For prospecting licenses, statement of the type of minerals to be prospected in the specified area; For prospecting licenses, statement of the proposed work plan setting details of proposed prospecting methods; Statement of the proposed expenditure during the tenure of the license and a statement giving particulars of financial and technical resources; If at the time of application third parties legally occupy the area under which the application is made, their written consent must be obtained to carry out prospecting and/or mining activities; Statement on the proposal with respect to employment and training of Tanzanians citizens; Statement on the Environmental Management Plan; and Payment of prescribed application fee. (e) Banking Business License The Bank of Tanzania heavily regulates banking business and other financial institutions in Tanzania. The regulatory framework is provided in three main legislation, namely, the Bank of Tanzania Act, 2006, Banking and Financial Institutions Act, 2006 and Foreign Exchange Act, A foreign investor who is intending to establish a bank or financial institution must obtain a license from the Bank of Tanzania. The process of obtaining license is length and complex. It is strongly advised that investors who intend to establish a bank or financial institution should engage experienced advisers that will assist in preparing the application for license. The Bank of Tanzania is one of the regulators in the East African region that adheres strictly to principles and because of this very few bank failures have occurred in Tanzania comparing with other East African countries. The application for license must be made to the Governor of the Bank of Tanzania by submitting a letter of application. The letter of application must be in a form prescribed under the Banking and Financial Institutions Regulations. The letter must indicate among other things, the name of the bank or financial institution to be established, the location of the principal place of business, the proposed share capital and the name of subscribers. There are strict regulations on capital requirements and we advise you to confirm with your advisers on whether the proposed capital and subscription

5 arrangement is in line with the regulations. The letter of application must be accompanied with the following documents: Draft Memorandum of Association. The Memorandum of Association of a company that has already been registered by the Registrar of Companies are not acceptable; Draft Articles of Association. The Articles of Association of a company that has already been registered by the Registrar of Companies are not acceptable; Proof of availability of funds for investment as a capital of the proposed bank or financial institution; List of subscribers and proposed members of the Board of Directors and other senior officers; Information sheet (profile) for every subscriber proposed members of the Board of Directors and other senior officers; Proof of citizenship of every subscriber, proposed members of the Board of Directors and other senior officers in the proposed management team. The information to be supplied include detailed curriculum vitae (CV), photocopy of the first five pages of the passport, a passport size photo and a historical background of every person; Audited balance sheet and income statement of every subscriber, proposed members of the Board of Directors and other senior officers engaged in business; Certified copies of annual returns of every subscriber, proposed members of the Board of Directors and other senior officers (together with accompanying schedule/financial statements) filed during the last five years with income tax office for income tax purposes; Tax clearance from the Income Tax Office; Statements from two persons (not relatives) vouching for the good and moral character and financial responsibility of the proposed subscribers, members of the Board of Directors and other senior officers; Business plans for the first four years of operations including the strategy for growth, branch expansion plans, dividend payout policy and career development program for the staff. Budgets for the first year must also be included; Projected annual balance sheets for the first four years of operations; Projected annual income statements for the first four years of operations; Projected annual cash flow statements for the first four years of operations; and Discussion of economic benefits to be derived by the country and the community from the proposed bank/financial institution. The Banking and Financial Institutions Regulations provides detailed guidelines on items that must be covered in the business plan. According to these regulations, the business plan must cover market analysis, plans and objectives, credit policy and procedures, organization and administrative structure, financial projections, etc. (f) Insurance Business License

6 The insurance business is regulated under the Insurance Act, The government agency known as Insurance Supervisory Department (ISD) was established in 1996 under this legislation to be the regulator of insurance business in Tanzania. All types of insurance business must be registered with ISD. These include insurers, brokers, insurance agents and agents for brokers. The Insurance Act, 1996 sets out rules on capital requirements for insurers for long-term business, general insurance, composite insurance, non-marine insurance and marine insurance. There are also minimum capital requirements for insurance brokers, loss adjusters, insurance surveyors, motor assessors and risk managers. The procedure of applying for applying for registration as an insurer is stated in Insurance Regulations, According to these regulations, the application for registration as an insurer must be submitted by way of a letter in a prescribed form. Where some information is not known or available at the time of applying for registration as an insurer, it is essential that this should be brought to the attention of ISD because an application that lacks some information is normally returned to the applicant. The letter of application for registration as an insurer must contain the following information: The full name of the company that is applying for registration as an insurer; The physical address of the registered office of a company applying for registration as an insurer. The physical address to be given must be the same address that has been notified to the Companies Registry as a registered office of the company; The physical and postal address of the head office of the company applying for registration as an insurer; Indication of the name of the person managing the business of the company that is applying for registration as an insurer. This person can be a manager, controller, chief executive or principal officer with the executive power to control the policy or day-today activities of the company; Indication of the proposed principal officer of the company. The principal officer is defined as the person for the time being responsible for the daily management of the insurer or broker ; Indication of the auditor of the company (where an auditor is not resident in Tanzania full explanation is required, and the experience and knowledge of the auditor in handling company accounts in Tanzania should be explained); Indication of the actuary of the company (where the actuary is not an independent consultant to the company, a full explanation should be explained); Statement of the amount of authorized share capital of the company and the total amount of issued and paid-up share capital (excluding preference shares and non voting shares of the company). Where the issued share capital of the insurer is not fully paid-up a full explanation must be provided; Statement of the financial year of the company (where the current financial period in question is in respect of a period lesser or greater than one year the dates of the period should be stated); The payment of the registration fee is in respect of the application to register as an insurer. In the event that such application is rejected (other than because of insufficient information or documentation) the fee will not be refunded to the applicant. Upon completion or registration the fee so paid will also include the first year s annual registration fee; The Principal Officer or the Director of the Company should sign the application; and The letter of application must be accompanied with the following additional information/documents:

7 (1) A statement showing: (a) the individual classes of insurance business under which the insurer wishes to transact; (b) the monetary settlement account and reinsurance treaty limits which the insurer can underwrite under each of the classes of insurance business listed in (a) above.. Net retention limits together with treaty capacity must indicate the local underwriting capacity before recourse to facultative placements. Net retention limits per risk when compared with unencumbered capital must also indicate the underwriting policy of the insurer; (c) details of shareholdings in excess of 5 percent of the paid up share capital of the insurer; (d) a statement of any links with a Tanzania registered insurance brokers; (e) the names, physical and postal address and all other business interests of each Director and of the Principal Officer; (f) the business and insurance experience, professional qualifications and age of each working controller, manager, director and partner; and (g) the proposed policies of the company in respect of: - underwriting; risk selection; premium rating; investment of insurance funds; limitation of growth of gross and net premium income; treaty and facultative reinsurance placement; and control of management expenses (2) Copies of the following documents: The Memorandum and Articles of Association; Brokers and agency and underwriting agreements; Insurance agents identity card; Management agreements; Policy forms and standard endorsement wordings; Treaty reinsurances ceded outwards; Treaty reinsurances underwritten inwards; Form 10 (Statement of Solvency) and Form 11 (Statement of Admissible); and Last audited accounts. (3) For application to be registered as an insurer transacting long term insurance business, the following additional documentation, information and declarations is required: Information required under section 7(1) of the Insurance Act, 1996 regarding policy and endorsement forms, table and statements of rates of premiums and benefits including of paid-up and surrender values and report from the actuary that the tables and statements are actuarial sound; A list of the statutory life insurance funds proposed to be issued under section 76 of the Insurance Act, 1996; A formal written request to the Commissioner, if required under section 71(3)(b) and (4) of the Insurance Act, 1996; and Form 12 (Actuary s Abstract).

8 (g) Registration with Tax Authorities Once a company has been incorporated by the Registrar of Companies, the company is required to register with the nearest Tanzania Revenue Authority (TRA) office. The first document that must be issued by TRA is Tax Identification Number (TIN). Normally, Tax Identification Number is issued within three days. Once the Tax Identification Number has been issued, the tax file will be opened. Once a file number has been issued, the company is expected to complete provisional tax return forms. These have to be submitted within three months of the initial accounting date. The company must estimate its profits for the first year and make quarterly provisional tax payments. Once a file number is issued, TRA will issue an Income Tax Clearance Certificate, which can be used to obtain the general business license. If the turnover of the business is Tanzanian Shillings Forty Million (approximately US$ fourty thousand), the business must register for Value Added Tax. VAT is charged at 20%. In order to be registered for VAT, the following applicant must fill the application form obtained from Tanzania Revenue Authority (Value Added Tax Department). The filled form must be returned with the copies of the following documents: Certificate of incorporation or certificate of compliance (in case of a company) or certificate of registration or extract (in case of partnership or sole traders); Memorandum and Articles of Association showing among other things that the objectives of the company allow it to do the business which the license is being applied for; Proof of Tanzania citizenship e.g. photocopy of passport, birth certificate, or in case of a non-citizen, resident permit Class A (showing the holder to be the investor in that company/business); In case the shareholders of the company are non-residents and don t have a resident permit, a Powers of Attorney to a citizen/resident must be submitted; Proof by the applicant having a suitable business premises for the business applied. Proof that can be submitted includes title deed, tenancy agreements, receipt of rent or property tax payment); Tax identification number (TIN) issued by Tanzania Revenue Authority; Income Tax Clearance Certificate issued Tanzania Revenue Authority (Income Tax Department); Business license issued by the Ministry of Industries or local authority under the Business Licensing Act; and Three photos of the applicant or one of the resident directors of the company or local representative. Conclusion The requirement discussed above may, however change without notice and you are generally advised to seek legal advice before relying on them In In case of any querry please dont hestate to contact us and we will be glad to assist you.

9 Mudrikat A. Kiobya Tel: and copy to or

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12 (a) the individual classes of insurance business under which the insurer wishes to transact; (b) the monetary settlement account and reinsurance treaty limits which the insurer can underwrite under each of the classes of insurance business listed in (a) above.. Net retention limits together with treaty capacity must indicate the local underwriting capacity before recourse to facultative placements. Net retention limits per risk when compared with unencumbered capital must also indicate the underwriting policy of the insurer; (c) details of shareholdings in excess of 5 percent of the paid up share capital of the insurer; (d) a statement of any links with a Tanzania registered insurance brokers; (e) the names, physical and postal address and all other business interests of each Director and of the Principal Officer; (f) the business and insurance experience, professional qualifications and age of each working controller, manager, director and partner; and (g) the proposed policies of the company in respect of: - underwriting; risk selection; premium rating; investment of insurance funds; limitation of growth of gross and net premium income; treaty and facultative reinsurance placement; and control of management expenses (2) Copies of the following documents: The Memorandum and Articles of Association; Brokers and agency and underwriting agreements; Insurance agents identity card; Management agreements; Policy forms and standard endorsement wordings; Treaty reinsurances ceded outwards; Treaty reinsurances underwritten inwards; Form 10 (Statement of Solvency) and Form 11 (Statement of Admissible); and Last audited accounts. (3) For application to be registered as an insurer transacting long term insurance business, the following additional documentation, information and declarations is required: Information required under section 7(1) of the Insurance Act, 1996 regarding policy and endorsement forms, table and statements of rates of premiums and benefits including of paidup and surrender values and report from the actuary that the tables and statements are actuarial sound; A list of the statutory life insurance funds proposed to be issued under section 76 of the Insurance Act, 1996; A formal written request to the Commissioner, if required under section 71(3)(b) and (4) of the Insurance Act, 1996; and Form 12 (Actuary s Abstract).

13 (g) Registration with Tax Authorities Once a company has been incorporated by the Registrar of Companies, the company is required to register with the nearest Tanzania Revenue Authority (TRA) office. The first document that must be issued by TRA is Tax Identification Number (TIN). Normally, Tax Identification Number is issued within three days. Once the Tax Identification Number has been issued, the tax file will be opened. Once a file number has been issued, the company is expected to complete provisional tax return forms. These have to be submitted within three months of the initial accounting date. The company must estimate its profits for the first year and make quarterly provisional tax payments. Once a file number is issued, TRA will issue an Income Tax Clearance Certificate, which can be used to obtain the general business license. If the turnover of the business is Tanzanian Shillings Forty Million (approximately US$ fourty thousand), the business must register for Value Added Tax. VAT is charged at 20%. In order to be registered for VAT, the following applicant must fill the application form obtained from Tanzania Revenue Authority (Value Added Tax Department). The filled form must be returned with the copies of the following documents: Certificate of incorporation or certificate of compliance (in case of a company) or certificate of registration or extract (in case of partnership or sole traders); Memorandum and Articles of Association showing among other things that the objectives of the company allow it to do the business which the license is being applied for; Proof of Tanzania citizenship e.g. photocopy of passport, birth certificate, or in case of a noncitizen, resident permit Class A (showing the holder to be the investor in that company/business); In case the shareholders of the company are non-residents and don t have a resident permit, a Powers of Attorney to a citizen/resident must be submitted; Proof by the applicant having a suitable business premises for the business applied. Proof that can be submitted includes title deed, tenancy agreements, receipt of rent or property tax payment); Tax identification number (TIN) issued by Tanzania Revenue Authority; Income Tax Clearance Certificate issued Tanzania Revenue Authority (Income Tax Department); Business license issued by the Ministry of Industries or local authority under the Business Licensing Act; and Three photos of the applicant or one of the resident directors of the company or local representative.

14 Conclusion The requirements discussed above may, however, change without notice and you are generally advised to seek legal advice before relying on them. This Article has been prepared by Ngassa Dindi. To contact Ngassa, please use the following address: 6th Floor, Nyerere Pension Tower Bibi Titi/Morogoro Road P.O.Box Dar es Salaam TANZANIA Tel: