These Company Registration Terms and Conditions (“Terms”) are effective as of the date specified below the title, and govern the provision of company registration services by miamia.co.tz (“Service Provider”) to its clients (“Customer”). These Terms establish a comprehensive contractual framework to ensure clarity, transparency, and mutual understanding throughout the company registration process. By engaging miamia.co.tz for company registration services, the Customer acknowledges having read, understood, and agreed to be bound by these Terms in their entirety.
Definitions and Interpretation
For the purposes of these Terms, the following definitions shall apply: “Agreement” refers to the entire contract between the Service Provider and the Customer, including these Terms and any other documents specifically referenced. “Services” means the company registration services provided by the Service Provider, including document preparation, application processing, and follow-ups with relevant authorities. “BRELA” refers to the Business Registrations and Licensing Agency, the executive agency under the Ministry of Industry and Trade responsible for business registration in Tanzania.
“Deliverables” refers to all documents, certificates, and materials produced or obtained by the Service Provider as part of the registration process. “Registration Fees” means all fees payable to government authorities for the registration of a company, including main registration fees, filing fees, and stamp duty. “Service Fees” means the fees charged by the Service Provider for providing the company registration services. “Companies Act” refers to the Companies Act, Cap. 212 (2002) of Tanzania, which governs the registration and operation of companies in mainland Tanzania.
Scope of Services
The Service Provider will undertake the process of registering a company in Tanzania on behalf of the Customer in accordance with the Companies Act and other applicable laws. The specific services to be provided include, but are not limited to:
The Service Provider will assist in checking and reserving the company name with BRELA to ensure its availability and compliance with legal requirements. Once the name is approved, the Service Provider will prepare all necessary registration documents, including Memorandum of Association, Articles of Association, and Declaration of Compliance. These documents will be tailored to meet the Customer’s specific business requirements while ensuring compliance with Tanzanian law.
The Service Provider will handle the filing of all required documents with BRELA and facilitate payment of all official registration fees. The Service Provider will follow up with BRELA and other relevant authorities throughout the registration process, addressing any queries or requirements that may arise. Upon successful registration, the Service Provider will collect the Certificate of Incorporation and other registration documents from BRELA and deliver them to the Customer.
Additional services may include assistance with post-incorporation requirements such as Tax Identification Number (TIN) registration with the Tanzania Revenue Authority, Value Added Tax (VAT) registration, business license applications, and other regulatory compliance matters as specified in the Agreement.
Registration Timeline
The standard timeline for company registration services is typically between two to four weeks from the date of receiving all required information and documents from the Customer, subject to BRELA processing times. This timeline may vary based on various factors including complexity of the registration, BRELA’s workload, and the responsiveness of the Customer in providing required information or approvals.
The Service Provider shall use reasonable efforts to complete the registration process within the estimated timeline but cannot guarantee specific timeframes as the final approval and issuance of certificates are at the discretion of government authorities. The Service Provider shall keep the Customer informed of the progress and any delays that may affect the registration timeline.
Responsibilities of the Parties
Service Provider Responsibilities
The Service Provider commits to performing the company registration services with professional care, skill, and diligence in accordance with industry standards and applicable laws. The Service Provider shall assign qualified personnel with expertise in company registration to handle the Customer’s application and shall maintain regular communication with the Customer throughout the process. The Service Provider shall promptly notify the Customer of any issues or challenges that may affect the registration process.
The Service Provider shall prepare all required documents accurately based on the information provided by the Customer. The Service Provider shall ensure that all documents are prepared in compliance with the requirements of the Companies Act and other applicable laws. The Service Provider shall submit all documents to BRELA and follow up diligently to ensure timely processing of the registration application. The Service Provider shall provide the Customer with regular updates on the status of the registration process and shall promptly inform the Customer of any additional information or documents required by BRELA.
Customer Responsibilities
The Customer shall provide accurate, complete, and truthful information necessary for the registration process, including but not limited to details of directors, shareholders, registered office, share capital, and business activities. The Customer acknowledges that providing false or misleading information may result in rejection of the registration application by BRELA or future legal complications. The Customer shall designate a primary point of contact who has authority to make decisions related to the registration process and shall ensure this person is available for consultations, reviews, and approvals as needed.
The Customer shall review and approve all documents prepared by the Service Provider within agreed timeframes to avoid delays in the registration process. The Customer shall provide any additional information or documents requested by BRELA or the Service Provider promptly. The Customer shall pay all Service Fees and Registration Fees as per the agreed payment schedule and shall provide prompt written notification of any concerns or disputes regarding the Services.
Fees and Payment Terms
Registration Fees
The company registration process in Tanzania involves various official fees payable to government authorities. These fees vary depending on the company’s share capital and include main registration fees, filing fees, and stamp duty as outlined below:
Main Registration Fees vary based on the company’s capital range: TZS 95,000 for capital between TZS 20,000 to 1 million; TZS 175,000 for capital between TZS 1 million to 5 million; TZS 260,000 for capital between TZS 5 million to 20 million; TZS 290,000 for capital between TZS 20 million to 50 million; and TZS 440,000 for capital exceeding TZS 50 million.
Filing Fees are charged at TZS 22,000 per document filed with BRELA. For a standard company registration, three documents are typically filed: Memorandum of Association, Articles of Association, and Declaration of Compliance, resulting in a total filing fee of TZS 66,000.
Stamp Duty Fees amount to TZS 6,200, which includes TZS 5,000 for the Memorandum and Articles of Association and TZS 1,200 for the Declaration of Compliance.
These Registration Fees are subject to change by the relevant authorities, and the Customer shall be responsible for paying the fees applicable at the time of registration.
Service Fees
The Service Provider charges professional fees for the company registration services provided. These Service Fees are separate from the Registration Fees payable to government authorities. The specific Service Fees shall be as specified in the Agreement and may vary based on the complexity of the registration and any additional services requested by the Customer.
The Service Provider reserves the right to revise the Service Fees with prior notice to the Customer if there are significant changes in the scope of work or if additional services are requested by the Customer during the registration process.
Payment Schedule
Unless otherwise specified in the Agreement, the payment schedule shall be as follows:
Initial deposit of 75% of the total Service Fees plus 100% of the estimated Registration Fees upon signing of the Agreement;
Remaining 25% of the Service Fees upon delivery of the Certificate of Incorporation.
All payments shall be made in Tanzanian Shillings unless otherwise specified in the Agreement. Invoices shall be issued according to this schedule and are payable within seven (7) days of the invoice date. The Service Provider reserves the right to suspend work on the registration process if any payment is not received within fifteen (15) days of the due date. Late payments shall incur late payment charge at a rate of 2% per month, calculated from the due date until the date of actual payment.
Document Requirements
To facilitate the company registration process, the Customer must provide certain documents and information to the Service Provider. These requirements include, but are not limited to:
Proposed company name (primary choice and at least two alternatives in case the primary choice is not available);
Details of all directors, including full names, residential addresses, contact information, occupation, nationality, and copies of identification documents (passport or national ID);
Details of all shareholders, including full names, residential addresses, contact information, nationality, and copies of identification documents;
Proposed registered office address of the company;
Details of the company secretary (if applicable);
Details of the company’s share capital and share distribution among shareholders;
Description of the main business activities of the company;
Any special provisions to be included in the company’s Memorandum and Articles of Association.
The Customer acknowledges that delays in providing these documents and information may result in delays in the registration process. All documents must be provided in a format acceptable to BRELA, and foreign documents may require translation into English or Swahili and proper certification.
Confidentiality and Data Protection
Both parties acknowledge that they may gain access to confidential information belonging to the other during the course of this Agreement. Each party undertakes to maintain the confidentiality of such information and not to disclose it to any third party without prior written consent, except as required by law or regulatory authorities. This confidentiality obligation shall survive the termination of the Agreement for a period of five years.
The Service Provider may need to disclose certain information provided by the Customer to BRELA and other government authorities as required for the registration process. The Customer hereby authorizes such disclosures to the extent necessary for the registration process. The Service Provider shall implement appropriate technical and organizational measures to protect the Customer’s confidential information from unauthorized access, use, or disclosure.
Limitations of Service
The Service Provider does not guarantee the approval of the company registration application by BRELA or any other government authority, as such approvals are at the discretion of the relevant authorities. The Service Provider’s obligation is limited to preparing and submitting accurate documentation based on the information provided by the Customer and following up on the application process with due diligence.
The Service Provider cannot guarantee the availability of any specific company name, as name approval is solely at the discretion of BRELA. In case a proposed name is rejected, the Service Provider will inform the Customer promptly and request alternative names.
The Service Provider’s services do not include legal, tax, or business advice beyond what is directly necessary for the company registration process. The Customer is advised to seek independent professional advice on these matters if required. The registration services do not include ongoing compliance services after the company is registered, unless specifically included in the Agreement or arranged separately.
Limitation of Liability
The Service Provider’s total liability arising from or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Customer for the Services. The Service Provider shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or loss of opportunity, even if advised of the possibility of such damages.
The Service Provider shall not be liable for any delays, rejections, or complications arising from:
Inaccurate, incomplete, or misleading information provided by the Customer;
Changes in laws, regulations, or government procedures affecting the registration process;
Decisions made by BRELA or other government authorities in their capacity as regulators;
Force majeure events as defined in these Terms.
Indemnification
The Customer shall indemnify and hold harmless the Service Provider against any claims, liabilities, damages, and costs arising from:
Any inaccurate or incomplete information provided by the Customer;
Any violation of laws or regulations by the Customer;
Any unauthorized use of third-party intellectual property in the company name or business description;
Any breach by the Customer of these Terms or any applicable laws.
This indemnification shall not apply to the extent that such claims arise from the Service Provider’s negligence or willful misconduct.
Termination
Either party may terminate this Agreement with immediate effect by providing written notice if the other party commits a material breach of any term of this Agreement and fails to remedy that breach within fourteen (14) days of being notified in writing to do so. The Service Provider may also terminate this Agreement if the Customer fails to pay any undisputed amount due under this Agreement within thirty (30) days of the due date.
The Customer may terminate this Agreement without cause by providing at least fourteen (14) days’ written notice to the Service Provider. In such case, the Customer shall remain liable for:
All Services performed up to the date of termination;
All Registration Fees already paid to government authorities, which are typically non-refundable;
A termination fee equal to 25% of any remaining unbilled portion of the Service Fees to compensate the Service Provider for resources already committed.
Governing Law and Dispute Resolution
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Tanzania. All parties agree to comply with the Companies Act, Cap. 212 (2002) of Tanzania and all other applicable laws and regulations governing company registration in Tanzania.
Before initiating formal legal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation between senior executives who have authority to settle the dispute. If the parties are unable to resolve any dispute through negotiation within thirty (30) days, they agree to submit the dispute to mediation in accordance with the procedures of the Tanzania Institute of Arbitrators or another mutually agreed mediation provider.
If the dispute is not resolved within sixty (60) days after the start of mediation, either party may commence legal proceedings. Both parties irrevocably agree that the courts of Tanzania shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Nothing in this clause shall prevent either party from seeking urgent injunctive relief from the courts where necessary to prevent irreparable harm.
Miscellaneous Provisions
No failure or delay by a party to exercise any right or remedy provided under this Agreement shall constitute a waiver of that right, nor shall it prevent or restrict the further exercise of that right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that right or remedy.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that achieves, to the extent possible, the economic, legal, and commercial objectives of the invalid, illegal, or unenforceable provision.
These Terms constitute the entire agreement between the parties with respect to the company registration services and supersede all prior discussions, agreements, and understandings, whether written or oral. No amendment to these Terms shall be effective unless it is in writing and signed by authorized representatives of both parties.
For any inquiries, concerns, or clarifications regarding these Terms or the Services provided, the Customer can reach the Service Provider through the website at miamia.co.tz or by email at controller@miamia.co.tz, where the team will be happy to assist. Alternatively, the Customer can contact the Service Provider by phone at +255 748 442 442 or +255 674 442 442.
Conclusion
These Company Registration Terms and Conditions represent miamia.co.tz’s commitment to providing professional and reliable company registration services in Tanzania. By clearly defining the rights, obligations, and expectations of both parties, these Terms aim to ensure a smooth and efficient registration process, allowing the Customer to establish their business with confidence and in full compliance with Tanzanian law. The Service Provider values the trust placed in its services and remains dedicated to assisting Customers throughout the company registration journey.