The Air Tanzania Corporation (Re-Organisation and Vesting of Assets and Liabilities) Act

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CHAPTER 205
THE AIR TANZANIA CORPORATION
(RE-ORGANISATION AND VESTING OF ASSETS
AND LIABILITIES) ACT
[PRINCIPAL LEGISLATION]
Arrangement of Sections
Section Title
part i
PRELIMINARY PROVISIONS
1. Short title.
2. Commencement.
3. Interpretation.
part ii
INCORPORATION OF AIR TANZANIA COMPANY LIMITED
4. Incorporation of Air Tanzania Company Ltd.
5. Objects.
6. Memorandum and Articles of Association.
7. Authorised capital.
8. Power to operate air transport services.
9. Accounts and audit.
part iii
ESTABLISHMENT OF AIR TANZANIA HOLDING CORPORATION
10. Establishment of ATHCO.
11. Functions.
12. Tenure of office.
13. Management.
14. Accounts and performance records.
15. Remuneration.
16. Affixing of seal.
17. Meetings and quorum.
18. Sources of funds.

f office.
13. Management.
14. Accounts and performance records.
15. Remuneration.
16. Affixing of seal.
17. Meetings and quorum.
18. Sources of funds.

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
part iv
TRANSFER SCHEMES
19. Minister’s power to transfer property, rights and obligations.
20. Issuance of certificate in respect of contract or commitment.
21. Transfer orders.
22. Certificates.
23. Transfer of staff and their rights.
24. Outstanding remuneration.
25. Access to records of Corporation.
26. Protection of assets from execution or attachment.
27. Stamp duty and other taxes.
28. Regulations.
part v
CONSEQUENTIAL REPEAL AND AMENDMENTS
29. Repeal and amendments.

s from execution or attachment.
27. Stamp duty and other taxes.
28. Regulations.
part v
CONSEQUENTIAL REPEAL AND AMENDMENTS
29. Repeal and amendments.

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PART I
PRELIMINARY PROVISIONS
1. This Act may be cited as the Air Tanzania Corporation
(Re-organisation and Vesting of Assets and Liabilities) Act. 2.–(1) This Act shall come into operation on such date as the
Minister may, by notice published in the Gazette, appoint. (2) The Minister may appoint different dates for the
commencement of different Parts or provisions of this Act,
including provisions relating to repeals. 3. In this Act, unless the context otherwise requires-
“Air Tanzania Company Limited” means the Company
incorporated pursuant to section 4(1);
“air transport services” means either or both the business of
carriage of passengers and cargo between points within
Tanzania and between points in Tanzania and other
countries;
“ATC Order” means the Air Tanzania Corporation
(Establishment) Order;
“chose in action” means a claim or debt upon which a
recovery may be made in a law suit;
Short title
Commencement
Interpretation
G.N. No.

ment) Order;
“chose in action” means a claim or debt upon which a
recovery may be made in a law suit;
Short title
Commencement
Interpretation
G.N. No.

45 of 1977
CHAPTER 205
THE AIR TANZANIA CORPORATION (RE-ORGANISATION
AND VESTING OF ASSETS AND LIABILITIES) ACT
An Act to provide for the Re-organisation of the Air Tanzania Corporation,
to vest its assets and liabilities into designated entities and to provide for
related matters. [1st November, 2002 Except Part V]
[GN. No. 516 of 2002]
Act No. 16 of 2002

d liabilities into designated entities and to provide for
related matters. [1st November, 2002 Except Part V]
[GN. No. 516 of 2002]
Act No. 16 of 2002

©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.206
THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E.

d or distributed without permission of OAG.206
THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E.

2023]
“Corporation” means the Air Tanzania Holding Corporation
established by section 10(1);
“effective date” means the date on which the Company
commences business;
“former Corporation” means Air Tanzania Corporation,
Corporation specified by the Public Corporations
(Specified Corporations Declaration) Order, 1997;
“Licensing Regulations” means in relation to section 4(4),
the Tanzania Licensing of Air Services Regulations, made
under section 42 and 72 of the Civil Aviation Act;
“Minister” means the Minister responsible for civil aviation;
“property” includes any chose in action but excludes any
property not used by the Corporation to provide air
transport services; and
“vesting date” means the date or dates on which the Minister
has specified by order that assets, rights and liabilities
be transferred from ATC and vest in the ATC Holding
Corporation and Air Tanzania Company Limited,
respectively:
Provided that, such order shall be issued prior to the date of
completion of the share sale agreement between Air Tanzania
Company Limited and the strategic investor.

uch order shall be issued prior to the date of
completion of the share sale agreement between Air Tanzania
Company Limited and the strategic investor.

PART II
INCORPORATION OF AIR TANZANIA
COMPANY LIMITED
4.–(1) Subject to this Act, there shall be incorporated a
Company to be known as Air Tanzania Company Limited; in
its acronym ATCL. (2) There shall be transferred from the former Corporation
to the Company such property, rights and obligations as the
Minister may determine. (3) The Company shall have the powers to perform and
exercise functions as are conferred under this Act, any other
written laws and its Memorandum and Articles of Association. GN. No. 463 of 1998
Cap. 80
Incorporation
of Air Tanzania
Company Ltd

this Act, any other
written laws and its Memorandum and Articles of Association. GN. No. 463 of 1998
Cap. 80
Incorporation
of Air Tanzania
Company Ltd

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
(4) The airplanes used by the Company for air transport
service shall bear the National Flag of the United Republic of
Tanzania. (5) The Minister shall, by notice in the Gazette, appoint the
effective date. 5. The principal objects of the Company shall be stated in its
Memorandum and Articles of Association which shall include
the following:
(a) to take over, by operation of this Act or otherwise, the
air transport functions of the former Corporation and
certain property, rights and obligations transferred
to it;
(b) to provide facilities and services relating or incidental
to air transport services; and
(c) to make provision for, or undertake the training of,
aircraft pilots, aircraft engineers and other personnel
necessary for the carrying out of any of the functions of
the Company.

ertake the training of,
aircraft pilots, aircraft engineers and other personnel
necessary for the carrying out of any of the functions of
the Company.

6.–(1) There shall be included in the Memorandum and
Articles of Association of the Company such other provisions,
including borrowing powers as are necessary to enable the
Company to perform its functions. (2) This section shall not prevent or restrict the inclusion
among the objects of the Company as stated in the
Memorandum and Articles of Association objects and powers
as are proper for or incidental or ancillary to the due attainment
of its objects. 7.–(1) The whole of the issued share capital of the Company
shall initially be held by the Treasury Registrar. (2) Subject to the Memorandum and Articles of Association
of the Company, any natural or legal person, whether resident
in Tanzania or otherwise, shall be entitled to purchase and
hold shares in the Company. Objects
Memorandum
and Articles of
Association
Authorised
capital

Tanzania or otherwise, shall be entitled to purchase and
hold shares in the Company. Objects
Memorandum
and Articles of
Association
Authorised
capital

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
8. The Company shall have all necessary and ancillary powers
to operate air transport services, and a cause of action shall
not be effective to prevent or diminish the exercise of those
powers. 9.–(1) The Board shall ensure that the Company maintains
such performance and accounting records as are necessary for
compliance with the requirement of the Companies Act. (2) Not later than six months after the close of every
financial year qualified accountants shall audit the accounts
of the Company including the balance sheet and statement of
income and expenditure relating to that financial year. PART III
ESTABLISHMENT OF AIR TANZANIA
HOLDING CORPORATION
10.–(1) There is established a Corporation to be known as the
Air Tanzania Holding Corporation; in its acronym ATHCO.

AIR TANZANIA
HOLDING CORPORATION
10.–(1) There is established a Corporation to be known as the
Air Tanzania Holding Corporation; in its acronym ATHCO.

(2) The Corporation shall be a body corporate and shall-
(a) have perpetual succession and a common seal;
(b) in its corporate name be capable of suing and being
sued; and
(c) subject to this Act, be capable of purchasing and
otherwise acquiring or alienating any movable or
immovable property. 11.–(1) The functions of the Corporation shall be-
(a) to take over property, rights and obligations of the
former Corporation which are transferred to it;
(b) to take over and continue to employ staff of the former
Corporation who are transferred to it; and
(c) to dispose of property, rights and obligations of the
former Corporation which are transferred to it. (2) The Corporation may perform its functions either
by itself or through an agent or contractor employed by the
Power to operate
air transport
services
Accounts and
audit
Cap. 212
Establishment of
ATHCO
Functions

or through an agent or contractor employed by the
Power to operate
air transport
services
Accounts and
audit
Cap. 212
Establishment of
ATHCO
Functions

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
Corporation in that behalf on such terms and conditions as the
Board of the Corporation may approve. (3) The Corporation shall perform its functions in the most
efficient, safe and economic manner and in accordance with
the best commercial practices, having regard at all times to
the fact that the Corporation’s main objective is to dispose of
property, rights and obligations with a view to winding up the
business of the Corporation. 12.–(1) The Corporation shall be in existence for three years
from the effective date unless, in the opinion of the Minister,
there remains undisposed assets and undischarged liabilities
of the former Corporation in which case he may grant the
Corporation a new lease of life, which shall not exceed
twelve months. (2) For purposes of terminating the business of the
Corporation in pursuance of subsection (1), the Minister shall
make a dissolution order to be published in the Gazette.

erminating the business of the
Corporation in pursuance of subsection (1), the Minister shall
make a dissolution order to be published in the Gazette.

13.–(1) The management of the Corporation is vested in the
Board of Directors. (2) The Board shall consist of the following members:
(a) a Chairman who shall be appointed by the President;
and
(b) such other members being not less than three nor more
than four who shall be appointed by the Minister. (3) Subject to section 12, members of the Board shall hold
office for such period not exceeding three years. (4) Through a competitive process, the Board shall appoint
the General Manager of the Corporation on such terms and
conditions as it may determine. (5) The Board may from time to time appoint on such terms
and conditions as it thinks fit such officers and servants of the
Corporation as may be necessary for winding up the business
of the Corporation. Tenure of office
Management

inks fit such officers and servants of the
Corporation as may be necessary for winding up the business
of the Corporation. Tenure of office
Management

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
14. The Board shall ensure that, proper accounts and
performance records are kept in relation to the revenue and
expenditure of the Corporation and shall ensure that within six
months of the end of each accounting year of the Corporation,
or such longer period as the Minister may allow in any particular
case, a statement of account of the Corporation is prepared
in accordance with the accepted accounting principles and
audited by qualified accountants. 15.–(1) Subject to the approval of the Minister, the Chairman
and other members of the Board shall be entitled to such
allowances and at such rates as the Board may determine. (2) All salaries, fees and other allowances payable to the
Chairman, a member of the Board, the General Manager and
other officers and servants of the Corporation, shall be borne
by the Corporation.

ble to the
Chairman, a member of the Board, the General Manager and
other officers and servants of the Corporation, shall be borne
by the Corporation.

16.–(1) The seal of the Corporation shall be affixed by
the Chairman or General Manager and witnessed by the
Corporation Secretary. (2) All contracts, guarantees, agreements, bonds, authorities,
mortgages, bills of exchange, promissory notes, bank drafts,
letters of credit, securities and other instruments to which
the Corporation is a party, shall be executed on behalf of the
Corporation by-
(a) the General Manager witnessed by the Corporation
Secretary; and
(b) such other person or persons as may be authorised by
the Board in that behalf. 17.–(1) The quorum at any meeting of the Board shall be three
members. (2) The Board shall regulate its procedure for the meetings. (3) The Board may act notwithstanding any vacancy in the
membership and an act or proceedings of the Board shall not
be invalid by reason only of some defect in the appointment of
a member. Accounts and
performance
records
Remuneration
Affixing of seal
Meetings and
quorum

valid by reason only of some defect in the appointment of
a member. Accounts and
performance
records
Remuneration
Affixing of seal
Meetings and
quorum

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
18. Sources of funds for the Corporation shall consist of such
sums of money as may be-
(a) appropriated by the Parliament;
(b) realised from the proceeds of sale of the assets of the
Company; and
(c) received by way of loan, grant or donation. PART IV
TRANSFER SCHEMES
19.–(1) The Minister may, by order effective on the vesting
date and on such terms specified in the order, transfer to the
Corporation and the Company such assets, rights and liabilities
or clauses thereof from the former Corporation. (2) Subject to the provisions of subsection (1), upon such
transfer, the property, rights and obligations specified in the
order shall from that day stand transferred to the Company or
the Corporation without further assurance.

erty, rights and obligations specified in the
order shall from that day stand transferred to the Company or
the Corporation without further assurance.

(3) All property, rights and obligations transferred to the
Company or the Corporation may be sued on, recovered or
enforced by the Company or the Corporation and it shall
be necessary for the Company or the Corporation to give
notice to the person with respect of whose property, rights or
obligations are so transferred. (4) Where legal proceedings in relation to any property,
right or obligation transferred under the provisions of this
section to which the former Corporation is a party are pending
on the vesting date such proceedings shall be continued with
the substitution of the former Corporation for the Company
or the Corporation, as the case may be. (5) An order made pursuant to the provisions of this section
shall become effective on the date it was made. 20.–(1) The Minister may issue a certificate in respect of any
contract or commitment or class of contract or commitment. (2) The certificate shall state that, the rights and liabilities
accruing from any contract or commitment referred to in any
Sources of funds
Minister’s power
to transfer
property, rights
and obligations
Issuance of
certificate
in respect of
contract or
commitment

to in any
Sources of funds
Minister’s power
to transfer
property, rights
and obligations
Issuance of
certificate
in respect of
contract or
commitment

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
order made or purported to be made under section 21 were
or were not at the time the order was made rights or liabilities
of the former Corporation and such rights or liabilities
accordingly as the case may be, were or were not transferred to
the Company or the Corporation. (3) A certificate so issued shall be conclusive evidence of the
facts so certified. 21.–(1) In order to facilitate the transfer of property, rights and
obligations from the former Corporation to the Company or
the Corporation, the Minister may, by order effective on such
date and on such terms as he may specify, transfer the property,
rights and obligations specified in such order from the former
Corporation to the Company or the Corporation. (2) On the date of coming into force of an order under
subsection (1), the property, rights and obligations that are
the subject of the order shall be transferred and vested in
accordance with the order.

r
subsection (1), the property, rights and obligations that are
the subject of the order shall be transferred and vested in
accordance with the order.

(3) A transfer order may define the property, rights and
obligations to be transferred by specifying the property, rights
or obligations in question or by referring to all the property,
rights and obligations comprised in the whole or any specified
part of the undertaking of the former Corporation. (4) The Company or the Corporation shall receive a title
free of any encumbrance save as otherwise provided in the
transfer order. (5) For the avoidance of doubt, stamp duty or other tax
shall not be chargeable on a transfer made under this section. 22.–(1) For the avoidance of doubt, the Minister may issue
a certificate in respect of any property or class of property
certifying that the property referred to in an order was,
at the time the order was made, the property of the former
Corporation and the certificate shall be conclusive evidence of
the certified facts. (2) Every chose in action transferred in accordance with
subsection (1) may be sued upon and recovered or enforced by
Transfer orders
Certificates

ts. (2) Every chose in action transferred in accordance with
subsection (1) may be sued upon and recovered or enforced by
Transfer orders
Certificates

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
the Company or the Corporation and it shall not be necessary
for the Company or the Corporation to give notice to the
person who is bound by the chose in action of the transfer if
effected. 23.–(1) The Minister may, by order effective on the effective
date, designate staff of the former Corporation to be transferred
to the Company or the Corporation. (2) This section shall not operate so as to prevent any
employee of the former Corporation from resigning or being
dismissed. (3) The terms and conditions of employment of any
employee transferred from the former Corporation to the
Company or the Corporation shall not be less favourable than
those enjoyed by that employee immediately prior to the date
on which the transfer was made. (4) The Minister may make an order specifying that as at
the date of the order, certain employees be transferred from
the former Corporation to the Company or the Corporation.

an order specifying that as at
the date of the order, certain employees be transferred from
the former Corporation to the Company or the Corporation.

24.–(1) The former Corporation shall pay all outstanding
remunerations including previous contributions to its
employees who have been transferred to the Corporation or
the Company. (2) The service of any employee transferred from the
former Corporation to the Company or the Corporation shall
be deemed to be continuous for the entire period from the date
of the commencement of the employment with the former
Corporation and where such employee was a member of any
statutory voluntary pension or other superannuation benefits
scheme, the Company or the Corporation as the case may be,
shall contribute to such scheme accordingly. (3) Where an employee of the former Corporation is not
transferred to the Company or the Corporation his services
with the former Corporation shall be terminated and where
such employee is a member of any statutory, voluntary pension
or other superannuation benefits scheme such employee shall
Transfer of staff
and their rights
Outstanding
remuneration

y statutory, voluntary pension
or other superannuation benefits scheme such employee shall
Transfer of staff
and their rights
Outstanding
remuneration

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
be paid terminal benefits in accordance with the laws and
regulations governing such schemes immediately before such
termination. 25.–(1) The Company shall have access to all documents and
records of the former Corporation and the Corporation and
shall have the right to keep originals of documents and or
records which are necessary for the running of the Company
and be entitled to make copies of the same. (2) The Corporation and the former Corporation and their
staff shall co-operate with the Company by providing access
to their records and documents and by providing further
information as and when requested. 26.

f shall co-operate with the Company by providing access
to their records and documents and by providing further
information as and when requested. 26.

Notwithstanding anything to the contrary in any other law-
(a) where any judgment or order has been obtained against
the former Corporation, execution or attachment,
or process in the nature thereof, shall not be issued
against the Company or the Corporation or against
any property of the Company or the Corporation; but
the Chief Executive Officer of the Company or the
Corporation shall cause to be paid out of the revenue
of the Company or the Corporation such amounts as
may, by the judgment or order, be awarded against
the Company or the Corporation to the person who is
entitled; and
(b) property of the Company or the Corporation shall not
be seized or taken by any person having, by law, power
to attach or distrain property without the previous
written permission of the Chief Executive Officer of
the Company or the Corporation. 27. Stamp duty or other tax shall not be chargeable on any
agreement, contract, conveyance, assignment, grant or other
instrument of transfer giving effect to a delegation or sub
delegation or in relation to a transfer of property, rights and
obligations made under the provisions of this Act.

iving effect to a delegation or sub
delegation or in relation to a transfer of property, rights and
obligations made under the provisions of this Act.

Access to records
of Corporation
Protection of
assets from
execution or
attachment
Stamp duty and
other taxes

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THE AIR TANZANIA CORPORATION (RE-ORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT [CAP. 205 R.E. 2023]
28. The Minister may make regulations for the better carrying
out of the functions of the Corporation and, without prejudice
to the generality of the foregoing, he may make regulations
with respect to the quorum, proceedings and meetings of the
Board, and with respect to the powers of the management and
the Board as to their respective limits of approving expenditure.
PART V
CONSEQUENTIAL REPEAL AND AMENDMENTS
29.–(1) [Repeals the Air Tanzania Corporation (Establishment)
Order, 1977.]
(2) [Amends the Tanzania Licensing of Air Services
Regulations, 1986.]
Regulations
Repeal and
amendments
GN No
45 of 1977
GN No
463 of 1986

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