On 15 January 2026, the Government published the Written Laws (Miscellaneous Amendments) Bill, 2026 in a Special Gazette.
Part VII of the Bill proposes important reforms to the Companies Act (CAP. 212 R.E. 2023). These amendments signal a shift from informal corporate practices to a framework built on statutory disclosure, transparency, and regulatory visibility.
This article highlights the key proposed changes and explains how they may affect companies once enacted, with particular focus on nominee arrangements and how the current regulatory framework already addresses beneficial ownership and disclosure.
Formal Recognition and Regulation of Nominee Arrangements
One of the most significant proposals in the Bill is the formal recognition of nominee arrangements within the Companies Act. For the first time, the law introduces definitions for “nominee,” “nominator,” “nominee director,” and “nominee shareholder.”
Historically, nominee relationships have existed outside the statutory framework. They were commonly managed through private declarations of trust, side agreements, or blank share transfer forms. While these arrangements were known in practice, they were not reflected in statutory registers maintained by companies or the Registrar. As a result, the legal owner appearing on
the register could be different from the person who actually controlled or benefited from the shares or the director’s position.
The proposed amendments change this approach by bringing nominee arrangements directly into the statutory disclosure system. Companies will be required to record and maintain information about nominee directors and nominee shareholders as part of their official registers, and the Registrar will establish a central register specifically capturing nominee relationships.
This proposal does not arise in isolation. Tanzania already introduced beneficial ownership disclosure requirements through the Companies (Beneficial Ownership) Regulations, 2021. Under those Regulations, companies are currently required to:
– Identify their beneficial owners (natural persons who ultimately own or control the company);
– Maintain a register of beneficial owners at the company’s registered office;
– File beneficial ownership information with the Registrar;
– Update the Registrar whenever there are changes to beneficial ownership; and
– Obtain declarations from shareholders confirming whether they hold shares on their own behalf or on behalf of another person.
In practice, these Regulations already require companies to look beyond the name appearing in the register of members and identify the real person behind the ownership structure. However, nominee arrangements themselves are not expressly defined or reflected in the statutory registers under the current law. The focus is on the beneficial owner rather than on the nominee structure used to hold the interest.
The Bill bridges this gap. Instead of treating nominee arrangements as a background mechanism revealed only through beneficial ownership filings, the amendments require nominee relationships themselves to be formally recorded and disclosed. This means that both the nominee and the nominator will become visible within the statutory record, alongside the beneficial owner.
In practical terms, companies will no longer be able to treat nominee arrangements as private internal matters. They will become part of the compliance landscape, subject to inspection, filing, and regulatory review.
Requirement for Specific Memorandum Objects
The Bill also reintroduces the requirement for companies to state specific objects in their memorandum. The previous position allowed companies to operate as “general commercial companies,” effectively granting them unlimited capacity. The amendment requires clearer disclosure of intended business activities, which will affect governance, director duties, and compliance reviews.
Changes to Company Registers and Statutory Records
The proposed amendments expand the content of company registers to include nominee directors and nominee shareholders. These details, which were previously handled privately, will now form part of the statutory records maintained by companies and the Registrar, making them visible for regulatory and due diligence purposes.
Enhanced Disclosure in Annual Returns
Companies will be required to provide more detailed shareholding information in their annual returns, including a distinction between paid-up and unpaid shares held by each member. This strengthens transparency and improves the quality of corporate data available for review.
Expanded Inspection Powers of the Registrar
The Registrar will be empowered to conduct physical inspections of company premises, with or without notice. Companies must ensure that statutory records, whether physical or electronic, are accurate, current, and easily accessible at all times.
New Obligations for Branches of Foreign Companies
Foreign companies operating through branches in Tanzania will be required to submit detailed shareholder and beneficial ownership information, aligning their disclosure obligations with those of locally incorporated companies.
Conclusion
Taken together, these amendments represent a major step toward greater corporate transparency in Tanzania. By formally regulating nominee arrangements and strengthening disclosure obligations, the Bill enhances governance, improves regulatory oversight, and aligns Tanzania’s corporate framework with international expectations on beneficial ownership and accountability.
