Services
Business Name Registration
Trade and Service Marks Registration
Patents
Company Registration
Industrial Licensing
BUSINESS NAME REGISTRATION
1.Applicant has to fill an application form for registering a business name
- For individuals, fill form no.3
- For partnerships, fill form no.2
- For a Corporation, fill form no.8
2. BRELA conducts a name search
3. Approval or refusal of the application
4. Applicant pays the following fees:
- Application fee of shs 5,000/-
- Maintenance fee of shs 1,000/- (paid annually)
- Search fee of shs 1,000/-
5. Applicant issued with a Certificate and extract with which the applicant can open a bank account.
- Applicant fills form no.6
- After applicable fees are paid, a Certificate of Change is issued alongside a new Extract
- applicant fills form no.BN7 (Cessation Form)
- attach original Certificate of Registration
- pay Cessation fee of shs 1,500/-
(NB. All quoted fees are subject to periodic reviews)
a) Applicants need to submit a letter for name clearance after which
the registry clears it after search. The registry's search is to establish:
- The availability or non availability of the applied name.
- Desirability of a name.
b) Applicants are then advised on the availability of the name
after which they need to prepare the Memorandum and Articles of
Association and submit same for registration process.
c) Compliance with all requirements relating to formation of
the company is declared in form no.1 which is sworn before a
Commission for an oath. Particulars of directors are given
through form no.14 and notice of the location of the registered
office is given through form no.15 where all required addresses
are physical locations and not postal addresses.
(i) Submission of application form for
either for corporate applicants (form no. 1),
partnerships (form no 2) or sole proprietors
(form no 3) together with payment of application fees.
(ii) Search & examination of the application forms.
(iii) Approval/disapproval of the application.
(iv) Issuance of certificate of registration & extract.
(i) Submission of the change application form (
form no. 6) for a change made or which has occurred in any
of the particulars registered, together with payment of fees.
(ii) Search & examination of the change form
(iii) Approval/disapproval of the change
(iv) Issuance of certificate of registration of change & extract.
(I) Submission of notice of cessation of
business form (form no.7) together with payment of cessation fees.
(II) Examination of the cessation form
(III) Approval/disapproval of the notice to strike-off the name from the register.
TRADE MARK REGISTRATION
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A Trade/ Service Mark is a distinctive sign; be it a name, signature,
drawing or anything, which is used to distinguish similar goods or
Services of various manufacturers or those rendering such services.
Trade/Service Marks besides helping the owner of the Services or products
to market their products/Services, it helps the consumers to identify,
choose and finally purchase a product or Service because of its quality as
has been displayed by the Trade/Service Mark over the years.
Registration of a Trade and Service Mark is not a mandatory requirement,
provided in using an unregistered mark one does not interfere with the rights
of the registered Trade and Service Mark owned by another. Registration of a
mark gives exclusives rights of use to the applicant of that Mark, and this
exclusive right is extended for the period of seven years and renewable ten years consecutively.
A person using an unregistered mark is most likely going to infringe a registe
red mark and is at risk of facing legal action which in the final analysis can
make him/her bankrupt due to heavy penalties imposed against him/her. So, the
best advice to manufacturing and the trading community is to play safe by
registering their trade and Service marks in order to avoid those repercussions.
The application for registration of a trade mark/service mark is made
by filing a form known as TM/S 2 which is obtained from the office of
Registrar of Trade/Service Mark or from Trade and Service Mark agents.
This is accompanied by TM/S 3 which together with about 8 loose representations
of Trade and Service mark are submitted to the Registrar. Upon receipt of the
application and upon payment of application fees, examination is conducted,
whereby if the Registrar accepts the mark it proceeds to advertise it.
If the Registrar receives a no objection within sixty days of advertisement,
then he proceeds to issue the certificate of Registration.
- It has to be renewed after seven years, this renewal runs for ten years and then renewed.
- Assignments where the owner of the mark decides to assign it to someone else, this has
to be communicated to the Registrar.
- Any change of name or address is to be communicated to the Registrar.
- Mergers, Registered users and any other changes should be communicated to the Registrar.
PATENTS
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A patent is an exclusive right granted for an invention. In order to get this exclusive right or protection, there must be an invention. An invention is a solution to a technical problem.
An inventor is protected against unauthorized use of his/her invention if that
invention is registered and has been granted with a patent. The protection is
granted for a limited period. The term is for ten years renewable for two terms
of 5 years each on application to the Registrar by the patentee.
A Patent restricts commercial use, distribution or sale of goods made out
of the invention without the consent of the owner. Any person using or
exploiting the patented invention without the consent of the owner is
infringing these rights and may face a legal action and will be liable
to compensate the owner for the wrong acts.
The patent owner has the right to work on his/her invention without fear
of his/her invention being infringed or being subjected to unfair competition.
He has the right to decide on whom to license, or assign on terms to be agreed upon by both parties.
However, this right is only valid during the life time of the patent.
When this time expires, the patent falls in the public domain and it
can be used by anyone for commercial purposes or any other purpose.
The inventor or any person who has a right over an invention files
a patent application with the office of the Registrar of Patents
This application should contain a title of the invention, description
of the invention, stating the technical field under which the invention
falls. The description should be in clear language to be understood by
a person with average understanding in the field such that they can work
on the invention basing on the description. More elaboration such as
drawings should be made and should also state what is claimed in the invention.
An invention is a solution to a technical problem.
In order for an invention to be protected, it must be:
- Novel, not too obvious, should be new in the field of a practical use.
- Must show inventive steps. This excludes scientific theories,
mathematical theories, discoveries, or methods of medical treatment to be patented.
Patents are granted by Governments through an agency known as
Business Registration and Licensing Agency (BRELA). This office
in collaboration with the Regional office – African Regional
Intellectual Property Organization – and World Intellectual
Property Organization (WIPO) deals with protection of patents
at national, Regional and International levels.
Besides granting protection to inventors, this office is also an
information center where Research and Development Centers can
conduct searches and get information on patents. It also helps
to facilitate information on technology transfer and to know
which patent has fallen into public domain, so as to allow free
access to the knowledge of such inventions. One duty of the patent
owner in return for protection is to disclose the information on
their invention so that all the technological information can be
found in BRELA records. The office of BRELA becomes a databank and
this information is used to promote further creativity and innovation.
1. The invention should be new_non obvious
2. Should be of practical use
3. Should have inventive step
A patent is protected for twenty years from the date of grant
after that it fall in the public domain free to be used by anyone interested.
COMPANY REGISTRATION
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To register a company in the United Republic of Tanzania
is a right of those who wish to associate and form themselves
into a company pursuant to the existing company laws.
There are four main types of companies as follows: -
(a) Private companies
(b) Non-private companies (Public)
(c) Foreign companies (companies incorporated out of Tanzania)
(d) Parastatal or state owned companies
# Private companies are normally formed by persons with prior relationships other
than only business relationship e.g. Father and son's and or daughters, friends etc.
# Minimum number of membership for a private company is two and maximum
is fifty excluding persons who become member by virtue of being employees of the company.
# The shares of these companies are not freely transmissible.
The transferability is subject to strict control and regulations,
as such, these type of companies may not list in the stock exchange for purposes of trading in shares.
# These type of companies are supposed to submit annual returns
and any other statutory filable documents to the Registrar
(e.g. Changes of particulars of directors, change of company names etc).
Filing fees are also payable and penalty for late filing is also levied.
# Public companies are open ended, and there is no restriction
on the maximum number of members, while the minimum number is seven.
# Any person may subscribe and buy shares in the company, which may be
listed in the stock market and traded in shares.
# One condition for incorporating these type of companies is the issuance of a
prospectus in which the objectives, the proposed share capital, source of finances
and general prospects of the company are stated. The Prospectus is in essence an
invitation to the general public to subscribe for shares.
# A private company may be converted to a public one by merely amending its Articles of
Association, increasing the minimum number to seven and issuing a prospectus.
# These type of companies need to have very effective articles of association to
regulate their relationships between the members themselves, between members and
directors, between dealers and stock brokers (in cases of listed companies) and the stock exchange.
# These are companies incorporated outside Tanzania. Their offices in
Tanzania are treated as branches of foreign company. Even if all
subscriber and or shareholders are nationals of the United Republic
of Tanzania, the companies are regarded as foreign. They are registered under part XII of Cap.212.
# The Registration procedure of this type of companies include the submission of :-
1. Certified copies of Memorandum and Articles of Association.
2. Notice of the location of the registered office in the country of domicile.
3. List of Directors of the company.
4. Persons resident in the country who are the representatives of the company
# Fees payable is US$ 500 towards registration fees and US$ 300 for filing.
# Certificate of companies is issued to applicants.
These are normally private companies which have more than 50% stake in the government.
All companies need to submit annual returns which is done in prescribed forms.
Audited balance sheets form a part of the returns. Foreign companies are required to
file only audited balance sheets of their companies
There are three types of fees payable by applicants for registration of new companies:-
(i) Registration fees
(ii) Filing fees
(iii) Stamp duty
Company whose nominal share capital is:
is Shs. 45,000/- for the whole application.
Meaning 15,000/- for each document i.e. Memorandum
and Articles of Association, form no.1, 14a and 14beach Shs.15,000/- total shs. 45,000/-
Is paid Tshs.6,000/- for the original Memorandum and
Articles of Association, shs. 1,200/- for form no.1. Tshs. 5,000/- is paid
as stamp duty for each copy of Memorandum and Articles of Association.
4. All payments are payable to the Registrar or Companies against
which receipts are issued. Applicants are advised to desist from m
aking payments for which no receipts are issued. Any demands or
request by any officer in the Registry for money, which is not
within the payment schedule stated, should forthwith be reported
to phone no. 2180113 for necessary action.
5. Any changes that occur in the company should be reported to
the Registrar immediately. The registrar after noting the reported
change registers the same on payment of filing fees. Penalty is
charged if the change in particulars is not reported in time. The
current rate of penalty Shs. 1,500/- per month and part thereof.
6. If a company after one year fails to take off, for any reasons
whatsoever, the officers thereof may notify the Registrar who issues
notice to strike such company off the register off companies. If no
notification is made, the Registrar assumes that the company is carrying
on business and is therefore required to comply with all the requirement
relating to existing companies.
1. The process of company registration is done under the law and is a transparent one.
2. If the correct procedure is followed, the process takes approximately three
days and not more than five days.
3. If after three days the process is not completed, an applicant may demand,
as of right, to see any member of the management who will provide an explanation
or assist the applicant to be informed of reasons for delay.
4. The office sincerely looks forward to having cooperation from the stakeholders whose views and suggestions on the improvement of services of the registry are taken very seriously.
Company Registration Procedures
INDUSTRIAL LICENSING PROCEDURES
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The Industrial Licensing Section implements the National Industries
Licensing and Registration Act No. 10 of 1967. The act makes
provision for orderly Promotion and Development of Industries
to provide for Registration and Licensing of Industries.
There are two methods of issuing out Industrial Licenses to firms,
and it is dependent on whether the requesting firm goes through the
Tanzania Investment Center (TIC) or not.
These firms are generally those with huge investments greater
than Shs. 500 Million. These firms start at TIC (seeking exemptions),
who scrutinize their documents, and issue a Certificate of Incentive
approval. A copy of this certificate is then presented to the Registrar,
together with the appropriate BRELA forms filled in. The Registrar then
issues and Industrial License to the firm.
These are firms/companies which do not send their applications through TIC. The applicants fill in the appropriate BRELA forms, and with an application letter, they attach a feasibility study and copy of the Certificate of Registration, and hand in all these documents to the Registrar.
The Registrar makes sure all relevant documents are present and then
forwards them to the Industrial Board, which usually sits every quarter
of the year. (Sitting of the Industrial Board depends on the number of
applications, which must be more than six). There are measures in force
to handle urgent applications by using a sub-committee of the board.
The Industrial Board deliberates on the applications, and notes any
deficiencies which must be rectified before a Certificate is issued.
The Industrial Licensing Section serves as the Secretariat for the
Board. For all approved applications, the applicant is notified and
an Industrial License is issued.
Enterprises whose capital Investment cost is lower than
TShs. 100,000,000/= get Certificate of Registration.
These are issued by the Registrar without passing through the board.
Enterprises whose capital Investment is above TShs. 100,000,000/= qualify for
Industrial License. The process for Industrial License is as stated above.
Tanzania Investment Center deals with enterprises whose minimum capital is not
less than US$ 300,000 if Foreign owned or US$ 100,000 if locally owned.
Enterprises with investment cost of over TShs. 100,000,000 pay a fee
of US$ 500 or its equivalent in TShs. While projects with investment
cost less than TShs. 100,000,000/= pay US$ 400 or equivalent TShs value.
1. The application includes the following documents:-
(i) A copy of Feasibility Study
(ii) A copy of Certificate of Incorporation
(iii) Dully filled application form
2. Board paper preparation
3. Submission of the application to the Industrial Licensing Board for Approval/rejection
4. Grant of the Industrial Licence after payment of the necessary fees.
1. Submit the following documents:
(i) A copy of TIC Certificate of Incentives.
(ii) A copy of Feasibility Study
(iii) A copy of Certificate of Incorporation
(iv) Dully filled application form
2. Grant of an Industrial Licence after payment of the necessary fees.
* Application is through the Registrar of Industries
The following documents should be submitted.
(i) A copy of the Project Profile
(ii) A copy of business name certificate/ certificate of Incorporation
(iii) Dully filled application form.
(iv) Grant of a certificate of Registration after payment of the necessary fees.
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