On the 30 June 2022, Finance Act No. 5 of 2022 (‘Finance Act’) was passed into law amending the Companies Act, Cap 212 (‘Companies Act’).
Our corporate practice provides a comprehensive range of corporate and commercial legal services.
We have one of the largest corporate commercial practices in Tanzania which offers a full range of business legal services. Coupled with our sector led practices in areas such as mergers and acquisitions, we are able to ensure that our clients receive a full spectrum of services essential for their businesses.
We serve as general counsel for several corporations in all aspects of their corporate existence, from original establishment through to operation. We advise on a wide variety of corporate and commercial transactions including commercial contracts, corporate governance and due diligence investigations.
Experience has included advising:
- On the sale of a leading five-star hotel in Tanzania including drafting all transaction documentation i.e. share purchase agreements and all other memoranda of understanding, ancillary agreements required to give effect to the transaction, preparing and submitting the merger notification with the Fair Competition Commission (FCC) in order to secure clearance for the transaction and undertaking all necessary post-completion steps;
- On the restructuring of two sister companies in the plastics and logistics industries resulting in the winding up of one company and acquisition of the assets by the surviving company;
- An international distributor and seller of construction equipment and vehicles in the sale of its business and assets in Tanzania, including advising on the purchase and other transaction agreements, competition law and approval (including the merger application at the Fair Competition Commission) and implementing post-merger integration issues such as transfer of the sale assets, novation and assignment of contracts, transfer of employees and payment of employment benefits and pension issues, and corporate governance issues such as changes in directors, auditors and company secretary;
- Auto Sueco Tanzania in the sale of its business and assets in Tanzania, including advising on the purchase and other transaction agreements, competition law and approval (including the merger application at the Fair Competition Commission) and implementing post-merger integration issues such as transfer of the sale assets, novation and assignment of contracts, transfer of employees and payment of employment benefits and pension issues, and corporate governance issues such as changes in directors, auditors and company secretary;
- An international oil and gas exploration company in its acquisition of a working interest in a product sharing agreement over onshore exploration blocks which included notification to the Fair Competition Commission, reviewing agreements to ensure that the same were in compliance with Tanzanian laws and obtaining all other necessary approvals for the implementation of the transaction;
- An international insurance brokerage firm in the sale and transfer of its shares in Tanzania, including reviewing all sale documents governed by English law, advising and drafting the local law documentation and advising on competition and legal tax issues;
- Puma Energy Holdings B.V. in its acquisition of 50% shareholding in BP Tanzania Limited; and
- On obtaining the merger clearance for HTT Infraco, the largest telecommunication towers company, in acquiring telecommunication towers from the largest mobile operators in Tanzania including Vodacom Tanzania and Airtel Tanzania making it the single largest telecommunication tower operator in Tanzania.
- Tier 2 - Financial and Corporate (IFLR1000 2019)
The Court of Appeal of Tanzania at Dar es Salaam (Court) has clarified the meaning of Rule 33 (3) of the Court of Appeal Rules, 2009 (Rules) which impose a bar for advocates with less than five years of practice post admission to appear before the Court of Appeal of Tanzania.
Requirement For Disclosure of Beneficial Ownership Of Companies
Our Partner Burure Ngocho, the Deputy head of Corporate Mergers and Acquisitions (M&A) Department, has contributed to the Legal 500 Mergers & Acquisitions Country Comparative Guides 2021.
In 2017, drastic and sudden changes affected the mining sector in mainland Tanzania.