THE UNIVERSITY OF DODOMA

COLLEGE OF BUSINESS STUDIES AND LAW

DEPARTMENT OF LAW

COURSE NAME: BUSINESS ASSOCIATION LAW

COURSE CODE: LW 223

COURSE INSTRUCTOR: MS DANDA J.

SUBMITION DATE: Mon, 22nd June 2020.

STUDENT PARTICULARS

NAME REG. NUMBER

JOSHUA MATIKO T/UDOM/2018/12572

Analyze the amendments made under the Written Laws (Miscellaneous Amendments) (No. 3)
Act, 2019 relating to the formation of companies and their impacts in business law.
INTRODUCTION
A term Company refers to an association of persons formed with the aim of conducting business
by infringing capital for profit gain and which has a separate legal personality from its members 1.
As one among business sphere component, In Tanzania, companies are governed by the
Companies Act2.
The word Amendment originates from the word “amend” which means to make right, to correct
or rectify; which in legal can be by striking out words, inserting new words, or substituting
words to the Constitution, Statute or any other legal instrument. It is a formal process of making
revision or addition proposed or made to a statute, constitution, pleading, order, or other
instrument. Shortly a change is made by addition, deletion, or correction of a part of a legal
document.3
Due to the technological changes and development of ways of business conduction, the law
governing Companies in Tanzania facing couple amendments so as to cope with the changes and
inventions of the new technology as law is dynamic. Following the need of amendments in
different laws, Legislature in Tanzania enacted the Written Laws (Miscellaneous Amendments)
Act4 in 2019 to amend some laws including the Companies Act. The amendments relating to the
formation of companies are found in part II of the Act5 as follows.
The substitution of the definition of the term Company, under the principle Act, the
Companies Act the word was not clearly defined as it lacked clear elaboration on what the
company is consists of, as new definition provide for investment, trade or commercial activities,
in the definition. Also gives out the definitions of trade, commercial activities and investment.
This have made a broader elaboration of the term Company, and make it clear to what is the
company6.
Registration of Limited guaranteed Companies. Under the Act, the Written Laws
(Miscellaneous Amendment) (No. 3), 2019. The companies limited by guarantee are to be
registered either by minister under provisions of the Act within the period of two months from
1
Farlex “The Free Dictionary” https://legal-dictionary.thefreedictionary.com/Company+(law)
(accessed on 18 June 2020).
2
CAP 212, R.E 2002.
3
Garner B and Henry B, “Black’s Law Dictionary”. St. Paul, MN: Thomson/West, 2004, p.252-
253.
4
Act No. 3 of 2019.
5
Ibid.
6
Ibid, S. 4.
the day of coming into force of the Act7 or under the Non-Governmental Organizations Act and
if previously was registered as company has to be quashed from the registration of the
companies8. Also the registrar shall not register any company limited by guarantee which does
not intends to promote commerce, investment, trade or prescribed by the minister in the gazette
that qualifies to be registered9.
Clarification of the Private Company. The private company under section 3210 provide for the
works of a company but section 911 amends it by removing “art, science, education, religion,
charity or any other useful or social object” and consider only commerce promotion in the
consideration of the private company, however it gives wider scope than the previously
elaboration on the private company.
Registrar’s power to strike off from register companies formed by fraudulently registered
or doing illegal activities. Section 10 of the Act12, add section 400A immediately after section
400 to the Principle Act that the companies formed fraudulently misrepresentation, conducting
illegal businesses like human trafficking, money laundering, drug trafficking and terrorism. the
provision also provides for the processes for the striking out the companies referred in section
400A of the Companies Act, for instance the serving of the notice to the company which is about
to be stroked off as provided under section 400A(1) paragraph (e). Furthermore, the amendment
provides for the challenging of registrar’s decisions on striking out the company from register.
Under section 400A (2) (b) the notice of striking off the company is challenged in the court also
after closing of the company, when member or creditor is aggrieved by the decision of the
registrar an application can be made to the court within five years for the restoration of the
company and registrar cannot register another company with the same name as stroke off
company’s name as per section 400A (4).
The amendment brought about several changes and the changes led to different impacts in the
daily lives of companies. Some of the impacts brought are as follow:-

7
S. 5 and S.6(1) of the Written Laws (Miscellaneous Amendments) (No. 3) Act, 2019.
8
Ibid, S. 6(2).
9
Ibid, s. 8.
10
CAP 212, R.E 2002.
11
Ibid, Act No. 3 of 2019.
12
Ibid, Act No. 3 of 2019.
Conversion of Some Companies into Non-Governmental Organizations. The amendments
brought about the conversion of some companies to be NGO’s following their wipe from the
companies’ register13. In the amendment Act No. 3 of 2019, the companies which were registered
under the Non-Governmental Organizations Act are required to be quashed by the registrar from
the register.
Protection of Brand, Trademarks and Companies’ names. Following the added section
400A(4) of the Act, the quashed companies by registrar, their names cannot be taken by another
newly forming companies hence protection of their privileges, so if they will apply for the
restoration of the company in the court and be granted they will continue business as if they had
not quashed as per section 400A(5)14.
CONCLUSION
Every society has its own way of life, and the day to day developments affects the whole or
partially way of life in a certain society. This made to the need of amendments of different laws
in the societies. Is this which made to the Amendment of the Companies Act so it can fulfill the
current need of the society.

13
S. 6(2) of the Written Laws (Miscellaneous Amendments) (No. 3) Act, 2019.
14
Ibid, S. 10.
REFERENCE
PRIMARY SOURCES.
the Written Laws (Miscellaneous Amendments) (No. 3) Act, 2019.
the Companies Act, CAP 212, R.E 2002.

OTHER SOURCES
Farlex “The Free Dictionary” https://legal-dictionary.thefreedictionary.com/Company+(law)
(accessed on 18 June 2020).
Garner B and Henry B, “Black’s Law Dictionary”. St. Paul, MN: Thomson/West, 2004.