Category: Business

Real Estate Purchase: What you need to know

When the transaction of residential real estate normally involves two parties, the buyer and the seller and at times a third party the lender. If there is a third party then the transaction becomes a bit complex. Plus, the law that governs conveyance and real estate transaction in general is different from the law governing other kinds of purchases. You cannot compare it to buying a “bodaboda” or a “techno mobile phone”

More often than not, these real estate transactions go sour, before, during and at times after the purchase have been completed. When problems arise, well it might be wise to hire an attorney to help you through the process and look out for your interests. Most think that you just have to sign a contract fill in some forms and viola….but the story has a tale of its own and the residential purchases have proved to be very troublesome, so to speak.

There are several stages in conveyance, the first stage being the pre-contractual stage, then the contractual stage and the last stage is the post completion stage. You haven’t told us the whole story but the most obvious assumption is that, you only passed through the first and second stage but had failed to finish the second and last stage which is very important. A sale agreement of land is not complete until the title deed has passed to you. Hence, you have to execute a deed of transfer which will transfer the title from the previous owner to you, and register the same. The post completion stage comprises of the following requires that after the sale agreement is executed, you have to prepare  the deed of transfer and go to pay the necessary fees .You will then obtain a certificate of the same and  thereafter the transaction is approved. A registration of register the deed at the appropriate registration office is a process that will follow as to render completion of the whole transition. You can’t sell without a title deed that has your name on it.

There are a lot of things that you need to be keen on during the residential purchases.

Read the Purchase Agreement Carefully

Before you purchase a home, you must sign a real estate purchase agreement with the seller others refer it to sale agreement. The sale agreement is everything for things such as the purchase price, the full name, underlying conditions there in such as the mode of payment, the dates etc

You May Not Have Financing Options

Well getting a home purchase loan from a bank requires you to meet strict conditions and complete a lot of paperwork.(for those who have negotiated loans with bank know what I am talking about). If your credit isn’t good enough to qualify for a regular home purchase loan, you might be able to convince the seller to enter into a land contract with you. Under a land contract, you pay the seller in installments and the seller transfers title to the house to you when you make the last payment. There are other many forms of agreements upon which you can enter so as to secure a home for yourself.

The Property May Contain Latent Defects

A home that you are keen on buying might contain “latent defects.” This is to mean that, there are hidden problems you probably won’t notice even if you conduct a reasonable inspection of conditions at just one time. One of the examples of a latent defect might be a leaky roof, termites, or a high crime rate in the neighborhood and things of that nature.

The seller of a home is obliged to reveal any latent defects that he knows about. As a buyer you are required to be aware and make a search on the properly to assure yourself of the latent free purchase.

A Title Defect May Leave You Without a Home

Residential property is said to contain a “title defect” if there’s a dispute as to who actually owns the property or if a mortgage or lien exists on the property. If the property has a mortgage, for example, the seller must pay it off before selling the property to you or the mortgage can be transferred to you upon an agreement between you, the seller and the bank.

A Real Estate Lawyer Can Help

The law surrounding problems that can arise during the purchase of residential real estate is complicated. Plus, the facts of each case are unique. This article provides a brief, general introduction to the topic. For more detailed, specific information, please contact a real estate lawyer who can take you through the huddles and advise on the best way possible to conclude your purchase and acquire the home of your dreams.

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Registration of Trademark in Tanzania

Step #1: Applying for Registration in Tanzania

The first step in the trademark registration process is to find out if you need to file or not and why. You need to file your trademark in Tanzania so that you protect your goods or services against infringers and not to have them confused with someone else.

Remember to choose a unique and distinctive mark it will represent your company. The other important point is identifying which class you belong to. Currently, there are 45 classes of goods and services under which the trademark can be registered. Classes 1-34 are for goods and classes 35-45 are for service.

Step #2: Perform a Trademark Search in Tanzania

Trademark search is not compulsory in Tanzania and Zanzibar. Perhaps the most important step in this process, performing a trademark search will be the key to making sure you aren’t stealing anyone else’s brand name or likeness. It is important to find out if the mark you want to apply has already been registered or not before making an application.

Step #3: File a Trademark Application in Tanzania

Upon being satisfied that there is no similar mark you then file for the trademark application with the Registrar of Trademarks at BRELA (Business Registration and Licensing Agency). Remember, there are strict guidelines that are to be followed for your application to successfully approved in Tanzania. This normally takes 1 day for application and up to 14 days for approvals to be granted depending on the registry backlog.

Step #4: After You Submit the Application

After submission, the Registrar will check out whether you have followed certain terms that your brand name complies with, the existing law. Moreover, there should not be any conflict or dispute amongst any existing or pending brands for the registration. An examination will be made as to–

(a) conformity with the formalities required under the Trade and Service Marks Act;

(b) the registrability of the trade and service mark in accordance with the provisions of the Trade and Service Marks Act; and

(c) whether the trade and service mark is required to be associated or some words or devices are required to be disclaimed. If upon the examination it appears that the applicant is entitled to registration of his trade or service mark, the Trademark Office accepts the application and causes the trade or service mark to be advertised in the Trade and Service Marks Journal The advertisement in the trademark Journal of Tanzania is for a period of 60 days.

When the trademark application is refused or accepted on certain conditions, the Trademark Office gives an opportunity to the applicant to overcome the objections raised by the Examiner. Normally, the applicant makes a counter-argument by supplying additional evidence and/or making the amendment to the application. When the Examiner is satisfied that there are no outstanding objections from the Trademark Office, the trademark will be recommended for acceptance and advertised in the Patents, Trade and Service Marks Journal.

Step #5: Trademark Registration and Maintenance

Upon the lapse of 60 days, your mark will be registered if there is no opposition upon payment of a fee. The fee shall also include maintenance.

Right from the moment you have been issued with your certificate, you can use the registered trademark symbol beside your brand name.

*The trademark is registered for 7 years and renewal in Tanzania is for 10 years. There are no limits to how many times a registered trademark may be renewed in Tanzania.

*What documents are required for Trademark registration in Tanzania?

  • -A name and address of the owner/application
  • -A representation of a mark or image or word
  • -A power of attorney (simply signed no need for the original)
  • -A list of the goods and/or services that will be associated with the mark; and
  • -Filing fee(s).

Requirements for registering a foreign company. 

  • -A certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company from the country where the company was formed
  • -A list containing particulars of the directors and secretary of the company as to residential addresses, personal details
  • Tax Payer’s Identification Number (TIN) for one of the director’s Identification
  • -A statement of subsisting charges created by the company related to the property located in Tanzania
  • -Name(s) and address (es) of one or more person(s) resident in Tanzania authorized to act as the company’s representative
  • -Full address of the registered principal place of business and place of business in Tanzania
  • -A copy of the most recent audited accounts
  • -Copies of Passports if there are foreign directors, shareholders, or secretary.

Requirements for registering a local company.

  • -A copy of a memorandum and articles of the company stipulating the objects and operation of the company.
  • -Full address of the registered principal place of business
  • -A list containing particulars of the directors, shareholders, and secretary of the company as to residential addresses, personal details
  • -A list of the activities to be carried on by the company
  • Tax Payer’s Identification Number (TIN) for all the directors
  • -Personal residential addresses and details for all the directors (in the format of, Region, District, Ward, Block No, Plot No, House No, Street and Road)
  • -Proposed Company’s name
  • -Copies of Passports if there are foreign directors, shareholders, or secretary.

We offer a variety of advisory services related to the company and corporate law matters in general. Should you need any assistance at any stage of a matter please feel free to contact us at info@gerpatsolutions.co.tz

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Company registration in Tanzania

1.0 Introduction to company registration in Tanzania

Company Registration in Tanzania is very simple. It is be done through Business Registration and Licensing Agency (BRELA); a government agency empowered by the laws under Act No 30 of 1997 to supervise and facilitate company registration and post registration issues in Tanzania.

On the 1st day of February 2018, BRELA introduced a new system of company registration that requires all pre-registration, registration and post registration issues to be done electronically through their Online Registration System (ORS)

2.0 Registration and post registration procedures before the Online Registration System (ORS)

Prior to the establishment of the new online registration system, all processes of pre-registration, registration and post registration of companies (Business entities) were being done manually. A person or his representative who wished to incorporate a company were to pass through the following steps:-

(a) Company name clearance

(b) preparation of company documents; that is Memorandum and Articles of Association, filling in of company forms (Form no. 14 (a) and (b))

(c) signing and stamping of all documents stated under paragraph (b) above by a commissioner for oaths

(d) preparation of the required fee

(e) submission of the above named documents for assessment accompanied by issuance of an invoice ready for payment.

(f) lodging the same with Registrar of companies for registration.

Post registration services were physical paper based as well. All post registration changes in the company required physical filing of the returns with effect of notifying the Registrar of Companies on the changes made. Some of the post registration services included but not limited to the filing of prescribed forms and other documents for:

-Change of registered address of the Company

-Change of Directors’ particulars

-Filing of company’s annual returns,

– Change of objects of the company,

– Removing/addition of company directors,

-Changing of the company secretary,

-Increasing company’s share capital,

-Allotment etc.

3.0 The current registration procedures through Online Registration System (ORS)

BRELA has completed developing of a modern Online Registration System (ORS), the system comprises registration of Companies, Business Names, Trade and Service Marks and their respective post registrations, issuance of Patents and Industrial Licenses. The system will enable customers to access all BRELA services wherever they are without visiting BRELA premises, at any time of the day. BRELA has started rendering services online in modules starting with Industrial Property services: Trade and Service Marks and Patents and Companies registrations.

Before registration of a company electronically, the following information/documents are needed by the user of the ORS:

(i)    National Identification Number (NIN) from NIDA.This is required for all registrations service. Only users who have National Identification Number (NIN) issued by the National Identification Authority (NIDA) will be able to access ORS services.

NOTE:

1. All Directors and Company Secretaries of companies will have to provide their NINs in the ORS.

 2. A local natural person will not be registered as a shareholder, director or Company Secretary without having a National Identification Number (NIN) issued by the National Identification Authority (NIDA) .

(ii) Passports (in case of foreigners) issued by their respective Countries or National

(iii) Taxpayer Identification Number (TIN) issued by their Tanzania Revenue Authority (TRA). A person will not be registered as a director without having a Taxpayer Identification Number (TIN) for Tanzanians and a Passport details for Foreigners.

(iv)  Prepared and duly signed Memorandum and Article of Association. The objectives in the Memorandum and Articles of Association to be uploaded to the ORS must be in line with the objectives to be selected through the ORS from the per ISIC Rev.4 Classification,

(v) Directors, company secretary and shareholders need to provide their physical addresses (including region, district & ward), post address, email address, telephone number, postcode;

(vi) Details about the registered office of the company. The address may either be surveyed or unserved area. The details should include physical address (including region, district & ward), post address, email address, telephone/mobile number, postcode, region, district, and ward

With the above listed requirements, one has to proceed with creating of an online account with BRELA on their Online Registration System (ORS). The system will then allow the ORS user to start making application for registration of a new company. This involves three stages as follows:-

1st Step: Filling in all prospective company particulars into the Online Registration System

The ORS require the registered user to fill in all particulars regarding the company itself such as share structure, company registered office, company general objectives as per ISIC Rev. 4 classification, the company secretary information, company directors information, company shareholders information etc.

2nd Step: Uploading of the scanned documents into the Online Registration System

After completion of the first step, the system generates a printout documents containing the information filled in at the first step above. The registered user has to cause the same to be signed by all directors and company secretary. Thereafter, it has to be scanned (in pdf format) together with the Memorandum and Articles of Association as well as form number 14 (a) and (b) and then be uploaded into the ORS for approval. At this step, the system will generate the control number for payment after the documents have been properly uploaded. Payment can either be made through depositing the prescribed fees in Bank or though mobile payment.

3rd step: Downloading and printing out of a Certificate of Incorporation

This is the last step of incorporating a company in Tanzania through Online Registration System. The Registrar of companies, after approving all the attachments uploaded into the system, proceeds with issuing of a Certificate of Incorporation and sending the same electronically into the registered users’ account for printing.

4.0 Post incorporation procedures of filing of company documents

The new ORS adopted by BRELA has abolished the old system of filing all the company documents manually. A company Representative recognized under the ORS will have exclusive power to file company documents through signing in into the system and uploading the same.

NOTE that, during registration of a new company through ORS, the system requires a registered user to identify company Representative who will have mandate to control the company account. Will have power among others, to make any changes of the company particulars and add any other company representatives. It is recommended to indicate owner, company director or secretary as representative person.

5.0 Shortcoming of the newly introduced ORS

  1. The ORS require National Identification Number (NIN) for local people to be registered into the system as shareholders. The Authorities responsible to issue the TIN and NIN excludes persons under of minority age. Thus, there is no way under the ORS where a person below 18 years of age can be a subscriber into a company. The laws governing companies in Tanzania, The Companies Act of 2002 and its Regulations, contains no restriction regarding a minor to become a shareholder. Thus, the ORS is against the parent law by giving no room for a minor to acquire shares in a company.
  2. In addition, the ORS does not give a room to a foreigner to register and/or to own a business name or partnership in his/their own name (names). It contains an option for persons having NIN only.

 

Contact Gerpat Solutions about Company Registration Tanzania, Kenya, Uganda and Rwanda

If you are seeking a representative in Tanzania, Kenya, Rwanda and/or Uganda for processing registration of your company we encourage you to give us a call. To speak with our experts for assistance; dial +255 742 816 955 or email us at; info@gerpatsolutions.co.tz

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