Laws of Tanzania ActiveTHE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT
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©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.719 CHAPTER 55 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [PRINCIPAL LEGISLATION] Arrangement of Sections Section Title part i PRELIMINARY PROVISIONS 1. Short title. 2. Interpretation. part ii THE TANZANIA SISAL CORPORATION 3. Establishment of Corporation. 4. Functions of Corporation. 5. Management of Corporation. 6. Financial duties of Corporation. 7. Financial resources of Corporation. 8. Powers of Minister in relation to Board. 9. Accounts and audit. part iii VESTING OF INTERESTS OF CERTAIN SCHEDULED FIRMS 10. Interpretation. (a) Nationalisation 11. Nationalisation of scheduled firms. 12. Operation of contract, etc. 13. Power of Corporation. (b) Compensation 14. Compensation to be paid. (c) Employees of Scheduled Firms 15. Local employees. 16. Transfer or secondment of employees on expatriate terms. sation 14. Compensation to be paid. (c) Employees of Scheduled Firms 15. Local employees. 16. Transfer or secondment of employees on expatriate terms. ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 720 (d) General 17. Staff to assist in respect of transfer of business. part iv VESTING OF SHARES OF CERTAIN SCHEDULED FIRMS 18. Interpretation. 19. Vesting of shares. 20. Appointment of Provisional Directors. 21. Minister may modify Articles of Association. 22. Compensation. 23. Construction of instruments affecting shares. part v MISCELLANEOUS PROVISIONS 24. Power to acquire shares in companies. 25. Compensation. 26. Regulations. 27. Capitalisation of certain loans. SCHEDULE v MISCELLANEOUS PROVISIONS 24. Power to acquire shares in companies. 25. Compensation. 26. Regulations. 27. Capitalisation of certain loans. SCHEDULE ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.721 CHAPTER 55 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT An Act to establish the Tanzania Sisal Corporation and to vest in that Corporation the assets and liabilities and part of the shareholdings of certain firms and companies carrying on sisal business in Mainland Tanzania. [27th October, 1967] [s.1(2)] Acts Nos. 39 of 1967 31 of 1968 12 of 1969 PART I PRELIMINARY PROVISIONS 1.–(1) This Act may be cited as the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act. 12 of 1969 PART I PRELIMINARY PROVISIONS 1.–(1) This Act may be cited as the Tanzania Sisal Corporation (Establishment and Vesting of Interests) Act. (2) [Omitted.] 2.–(1) In this Act, unless the context otherwise requires- “assets” means real and personal property of every kind including- (a) rights under contracts and agreements; (b) books, books of account and records; (c) stock-in trade; (d) choses in action; and (e) all other rights, interest and claims in or to real or personal property, whether liquidated or unliquidated, certain or contingent, accrued or accruing, but does not include any right to a refund of taxation under any law in force in the United Republic or elsewhere; “Board” means the Board of Directors established under section 5; Short title Interpretation Act No. 12 of 1969 s. 2 the United Republic or elsewhere; “Board” means the Board of Directors established under section 5; Short title Interpretation Act No. 12 of 1969 s. 2 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 722 “Corporation” means the body corporate established by section 3; “effective date” means midday on the 27th October, 1967; “firm” means any person or body of persons, whether corporate or unicorporate, carrying on business in Mainland Tanzania; “liabilities” includes obligations under contracts or agreement but does not include any liability in respect of taxation under any law in force in the United Republic or elsewhere; “Minister” means the Minister responsible for agriculture; “Tanganyika assets” means assets situated or deemed by law to be situated in Mainland Tanzania; “Tanganyika liabilities” means liabilities situated, or deemed by law to be situated, in Mainland Tanzania but does not include the liabilities of Nico Sisal Estate Limited which are listed in the Schedule to this Act. w to be situated, in Mainland Tanzania but does not include the liabilities of Nico Sisal Estate Limited which are listed in the Schedule to this Act. (2) For the purposes of this Act, a chose in action, wherever situate, relating to the business of a scheduled firm in Tanganyika shall be deemed to be situated in Mainland Tanzania. PART II THE TANZANIA SISAL CORPORATION 3. There is hereby established a corporation to be known as the Tanzania Sisal Corporation which shall- (a) have perpetual succession and a common seal; (b) in its corporate name be capable of suing and being sued; (c) subject to this Act, be capable of purchasing and otherwise acquiring, and of alienating, any movable or immovable property. 4.–(1) As from the effective date it shall be the function of the Corporation to conduct the business of sisal growers, processors, exporters, manufacturers of sisal products and to carry on any business or activity conducive or incidental thereto. Establishment of Corporation Functions of Corporation rers of sisal products and to carry on any business or activity conducive or incidental thereto. Establishment of Corporation Functions of Corporation ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.723 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. y be reproduced or distributed without permission of OAG.723 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] (2) Without prejudice to the generality of subsection (1), the Corporation may- (a) acquire by agreement and hold interests in any company or firm carrying on business concerned directly or indirectly with sisal; (b) establish branches within the United Republic or elsewhere; (c) manage the affairs of and continue the business of any firm the interest of which are vested in or acquired by the Corporation under the provisions of this Act whether or not that business relates to sisal; (d) advance money on loan, give guarantees for the benefit of or provide management or other services to companies or firms engaged in the sisal business; (e) with the approval of the Minister, enter into arrangements with any firm for the supply to the Corporation of management services or services as a managing agent upon such terms and conditions as the Board may determine; (f) do anything or enter into any transaction which in its opinion is calculated to facilitate the proper and efficient carrying on of its activities and the proper exercise of its functions under the provisions of this Act; (g) do all such acts and things as may be necessary to uphold and support the credit of the Corporation and to obtain and justify public confidence, and to avert or minimise any loss to the Corporation. to uphold and support the credit of the Corporation and to obtain and justify public confidence, and to avert or minimise any loss to the Corporation. (2) This section shall not be construed as imposing on the Corporation, either directly or indirectly, any form of duty or liability enforceable by proceedings before any court. 5.–(1) There shall be a Board of Directors for the Corporation, which shall, subject to this Act, be responsible for the policy, control and management of the Corporation. (2) The Board of Directors shall consist of- (a) a Chairman, who shall be appointed by the President; Management of Corporation nt of the Corporation. (2) The Board of Directors shall consist of- (a) a Chairman, who shall be appointed by the President; Management of Corporation ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 724 (b) such other members being not less than five but not more than nine as the Minister may appoint. (3) The Chairman and other members of the Board shall be appointed from amongst persons who have had experience of, and shown capacity in, agricultural, commercial or financial matters, administration or the organisation of workers. (4) The General Manager of the Corporation shall be appointed by the Board acting with the approval of the Minister: Provided that, the first General Manager shall be appointed by the Minister. (5) The Board shall elect one of their members to act as deputy chairman. Provided that, the first General Manager shall be appointed by the Minister. (5) The Board shall elect one of their members to act as deputy chairman. (6) The Minister may make regulations with respect to- (a) the appointment of and the tenure and vacation of office by the members of the Board; (b) the quorum, proceedings and meetings of the Board and determinations of the Board; (c) the execution of instruments and the mode of entering into contracts by or on behalf of the Corporation, and the proof of documents purporting to be executed, issued or signed by the Corporation, or a Director, officer, or employee of the Corporation. (7) Subject to any regulations made under subsection (6), the Board shall have power to regulate its own procedure. 6.–(1) The Corporation shall conduct its business according to commercial principles. (2) Any excess of the revenue of the Corporation in any financial year over the total sum chargeable to revenue account that year shall be paid into the Consolidated Fund unless the Minister otherwise directs. (3) The Corporation shall charge to revenue in every year all charges which are proper to be made to revenue including, in particular, proper provision for the depreciation or the renewal of assets and proper allocation to a general reserve. Financial duties of Corporation particular, proper provision for the depreciation or the renewal of assets and proper allocation to a general reserve. Financial duties of Corporation ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.725 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 7. The funds and resources of the Corporation shall consist of- (a) such sums as may be provided for the purposes of the Corporation by Parliament either by way of grant or by loan; (b) any sums borrowed by the Corporation with the approval of the Minister acting with the concurrence of the Minister responsible for finance, but the Corporation shall confine the use of moneys borrowed on a short term basis or on bank overdraft to the purposes of the businesses nationalised under Part III and the Minister, acting with the concurrence of the Minister responsible for finance may approve an upper limit for borrowings of this kind; (c) any sums or property which may in any manner become payable to or vested in the Corporation pursuant to this Act or as the result of the performance of its functions. erty which may in any manner become payable to or vested in the Corporation pursuant to this Act or as the result of the performance of its functions. 8.–(1) The Minister may, after consultation with the Board, give to the Board directions of a general character as to the exercise and performance by the Board of its functions in relation to matter appearing to the Minister to affect the national interest and the Board shall give effect to any such directions. (2) The Board shall afford to the Minister facilities for obtaining information with respect to the property and activities of the Corporation and shall furnish him with returns, accounts, and other information with respect thereto and afford to him facilities for the verification of information furnished, in such manner and at such times as the Minister may require. 9.–(1) The Board shall ensure that proper accounts and other records in relation thereto are kept by the Corporation and shall prepare in respect of each financial year of the Corporation a statement of accounts in such form as the Minister may direct, being a form which shall conform to the best commercial standards. Financial resources of Corporation Powers of Minister in relation to Board Accounts and audit rm which shall conform to the best commercial standards. Financial resources of Corporation Powers of Minister in relation to Board Accounts and audit ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 726 (2) The accounts of the Corporation shall be audited by the Controller and Auditor-General. (3) As soon as the accounts of the Corporation have been audited the Board shall send a copy of the statement of accounts to the Minister together with a copy of any report made by the Controller and Auditor-General. (4) The Minister shall lay a copy of every such statement of accounts and report before the National Assembly. PART III VESTING OF INTERESTS OF CERTAIN SCHEDULED FIRMS 10. l lay a copy of every such statement of accounts and report before the National Assembly. PART III VESTING OF INTERESTS OF CERTAIN SCHEDULED FIRMS 10. In this Part unless the context otherwise requires- “effective date” in relation to any firm specified in Part III of the Schedule to this Act, means the 25th April, 1968; “employee of a scheduled firm” includes every officer or employee of a scheduled firm employed in connection with the business of that firm on the effective date and who is resident in or ordinarily resident in Mainland Tanzania on that date; “employee on expatriate terms” means an employee of a scheduled firm who is not a citizen of the United Republic and whose terms and conditions of service require him to serve the scheduled firm within Mainland Tanzania but require his employer to provide him with a passage to a country outside East Africa either during or at the end of his service; “local employee” means an employee of a scheduled firm other than an employee on expatriate terms; “scheduled firm” means a firm specified in Part I or Part III of the Schedule to this Act. Interpretation Act No 31 of 1968 s. 2 on expatriate terms; “scheduled firm” means a firm specified in Part I or Part III of the Schedule to this Act. Interpretation Act No 31 of 1968 s. 2 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.727 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] (a) Nationalisation 11.–(1) As from the effective date, the Corporation shall take over the respective businesses in Mainland Tanzania of the scheduled firms. (2) All the assets of the scheduled firms which are Mainland Tanzania assets, subsisting upon the effective date, shall, by virtue of this section and without further assurance, be vested in the Corporation and shall be deemed to have been so vested upon the effective date. (3) All the liabilities of the scheduled firms, which are Mainland Tanzania liabilities, subsisting at the effective date, shall, by virtue of this section and without further assurance, be vested in the Corporation and shall be deemed to have so vested upon the effective date and the scheduled firms shall be discharged from their obligations in respect of those liabilities. e deemed to have so vested upon the effective date and the scheduled firms shall be discharged from their obligations in respect of those liabilities. (4) For the avoidance of doubt, it is declared that- (a) all the assets of the scheduled firms which relate to business transactions and become Mainland Tanzania assets after the effective date shall be vested in the Corporation upon the date upon which they so become Mainland Tanzania assets; (b) all the liabilities of the scheduled firms which relate to business transactions and become Mainland Tanzania liabilities after the effective date shall be liabilities of the Corporation upon the date upon which they so become Mainland Tanzania liabilities and the scheduled firms shall be discharged from their obligations in respect of those liabilities. (5) The Minister may, by regulations, make such provisions supplementary to or consequential on the provisions of this section as appear to him to be necessary or expedient. (6) Notwithstanding the other provisions of this section, the Minister may, by order, exclude from the operation of the preceding subsections any asset, in whole or in part, of any scheduled firm and where an order under this subsection is Nationalisation of scheduled firms eding subsections any asset, in whole or in part, of any scheduled firm and where an order under this subsection is Nationalisation of scheduled firms ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 728 made, any property or rights which would otherwise have been vested in the Corporation shall be deemed never to have been so vested. 55 R.E. 2023] 728 made, any property or rights which would otherwise have been vested in the Corporation shall be deemed never to have been so vested. 12.–(1) The instruments to which this section applies are instruments, including contracts, guarantees, agreements, bonds, authorities, mortgages, charges, bills of exchange, promissory notes, bank drafts, bank cheque, letters of credit and securities- (a) to which a scheduled firm the business of which, in Mainland Tanzania, has been nationalised under this Act is a party; (b) under which any money is, or may become payable or any other property is to be, or may become liable to be transferred, conveyed or assigned to that scheduled firm; or (c) under which any money is, or may become payable or any other property is to be, or may become liable to be, transferred conveyed or assigned, by that scheduled firm, which are subsisting at the effective date or comes into existence after that date and which relate to that business, but not including any contract or agreement between a scheduled firm and a partner, Director or member of the scheduled firm or a person employed by the scheduled firm, other than a local employee, in his capacity as such partner, Director, member or person. e scheduled firm or a person employed by the scheduled firm, other than a local employee, in his capacity as such partner, Director, member or person. (2) An instrument to which this section applies shall, by virtue of this section, continue in full force and effect and the Corporation shall by this Act- (a) be substituted for the scheduled firm as a party thereto; (b) be entitled to receive, and enforce payment of, any money payable thereunder; (c) be entitled to obtain a transfer, conveyance or assignment of and enforce possession of any property which is to be transferred, conveyed or assigned thereunder; Operation of contract, etc. yance or assignment of and enforce possession of any property which is to be transferred, conveyed or assigned thereunder; Operation of contract, etc. ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.729 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] (d) be liable to make payment of any money payable thereunder; or (e) be liable to transfer, convey or assign any property which is to be transferred, conveyed or assigned thereunder, as the case may be. 13. For the avoidance of doubt and without prejudice to the generality of the foregoing provisions of this Part, it is declared that the Corporation shall have all powers necessary to take possession and recover any property, to ascertain, perfect and enforce any right and to discharge any liability or obligation, vested in the Corporation by section 11, and to deal therewith, as would have been enjoyed by the scheduled firm concerned had the same remained vested in the scheduled firm. (b) Compensation 14.–(1) The United Republic shall pay full and fair compensation in respect of the net value of the assets taken over under section 11 after taking into account the liabilities also taken over under that section. on in respect of the net value of the assets taken over under section 11 after taking into account the liabilities also taken over under that section. (2) When the amount of compensation payable to any person entitled thereto by virtue of subsection (1) has been determined, the Minister for finance shall issue a certificate setting out such amount and that amount shall constitute a charge on and be paid out of the Consolidated Fund: Provided that, the said amount of compensation shall be payable in such manner and in such instalments as the Minister for finance, after consultation with the person entitled, shall determine. (3) This Act shall not be construed so as to affect in any way the rights of the holder of a certificate issued under the “Sheria ya Uwekezaji Tanzania”. Power of Corporation Compensation to be paid Sura ya 38 way the rights of the holder of a certificate issued under the “Sheria ya Uwekezaji Tanzania”. Power of Corporation Compensation to be paid Sura ya 38 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 730 (c) Employees of Scheduled Firms 15.–(1) Each person employed by a scheduled firm as a local employee immediately preceding the effective date shall, as from the effective date, be deemed to have been employed by the Corporation. (2) After a person becomes employed by the Corporation by virtue of subsection (1), the terms and conditions of service applicable thereafter to him shall be not less favorable than those which were applicable to him immediately before his transfer to the service of the Corporation and that person shall be deemed to have been appointed to the service of the Corporation in such employment as the Board shall determine, and for the purposes of determining any right to gratuity or other superannuation benefit, his service with the Corporation shall be regarded as continuous with his service immediately preceding the effective date. er superannuation benefit, his service with the Corporation shall be regarded as continuous with his service immediately preceding the effective date. (3) After a person becomes employed by the Corporation by virtue of subsection (1), his employment immediately prior to the effective date and his employment by the Corporation shall be deemed to be continuous employment by one employer within the meaning of section 43 of the Employment and Labour Relations Act. 16. Where a scheduled firm notifies the Corporation that it is willing to second or transfer employees on expatriate terms to the Corporation, the Corporation may enter into arrangements in relation thereto with such firm and with the expatriate staff concerned. (d) General 17.–(1) Every scheduled firm and every partner, director and member thereof, and every person employed by such firm in relation to its business in Mainland Tanzania immediately preceding the effective date, shall do or join in doing all acts or things which it is necessary or convenient to do for or in Local employees Cap. 366 Transfer or secondment of employees on expatriate terms Staff to assist in respect of transfer of business nt to do for or in Local employees Cap. 366 Transfer or secondment of employees on expatriate terms Staff to assist in respect of transfer of business ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.731 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] relation to the operation of any of the provisions of this Act, and, in particular, for or in relation to- (a) the taking over by the Corporation under this Act of the assets and business of that scheduled firm; (b) the assumption by the Corporation under this Act of the liabilities of that scheduled firm. (2) A scheduled firm or person who contravenes the provisions of subsection (1), commits an offence and on conviction shall be liable to a fine not exceeding ten thousand shillings in respect of each day that the contravention continues. PART IV VESTING OF SHARES OF CERTAIN SCHEDULED FIRMS 18. In this Part, unless the context otherwise requires, “scheduled firms” means the firms specified in Part II of the Schedule to this Act. LED FIRMS 18. In this Part, unless the context otherwise requires, “scheduled firms” means the firms specified in Part II of the Schedule to this Act. 19.–(1) As from the effective date, the specified shares in each of the scheduled firms shall by virtue of this section and notwithstanding any provision of the Articles of Association and without further assurance vest, free of any trust, mortgage, charge, lien, interest or other encumbrance whatsoever in the Corporation, and shall be deemed to have so vested as from the effective date. (2) For the purposes of subsection (1), the specified shares shall be- (a) that quantity of shares being sixty percent of the shareholding of each class of shares held by every shareholder: Provided that, if in any particular case a calculation of sixty percent results in a remainder consisting of a fraction of a share and that fraction is one-half or a larger fraction, one further whole share shall be specified share, but if a remainder consist of a fraction smaller than one-half, it shall be disregarded; Interpretation Vesting of shares Act No. 31 of 1968 s. 3 are, but if a remainder consist of a fraction smaller than one-half, it shall be disregarded; Interpretation Vesting of shares Act No. 31 of 1968 s. 3 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 732 (b) that parcel or those parcels of shares held by each shareholder amounting to the quantity specified in paragraph (a) and bearing the lowest numbers of all the shares of the class of share concerned held by that shareholder. (3) Notwithstanding the other provisions of this section, the Minister may, by order, exclude from the operation of the preceding subsections any or all of the shares in any of the scheduled firms and where an order under this subsection is made, the shares to which the order relates and which would otherwise have been vested in the Corporation shall be deemed to have never been so vested. 20. the shares to which the order relates and which would otherwise have been vested in the Corporation shall be deemed to have never been so vested. 20. Upon the commencement of this Act, and notwithstanding any provision to the contrary in any law or in any Article of Association, charter, agreement, contract or other instrument whatsoever- (a) the Corporation may, by instrument under seal, appoint as many persons to the Board of Directors of each of the scheduled firms as will give it through its appointees a simple majority of each Board; and (b) a person appointed as a Director under paragraph (a) shall- (i) hold office until the next succeeding annual general meeting of the scheduled firm concerned when he shall cease to hold office by virtue of this section but shall be eligible for election as a Director; and (ii) not be required to hold any share qualification. 21.–(1) The Minister may make regulations modifying the Articles of Association or other charter or like instrument of a scheduled firm, but any such regulations shall be limited to ensuring that- (a) the Corporation may elect a number of directors proportionate to its shareholding; Appointment of Provisional Directors Minister may modify Articles of Association on may elect a number of directors proportionate to its shareholding; Appointment of Provisional Directors Minister may modify Articles of Association ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.733 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] (b) the Articles of Association or charter or other like instrument do not- (i) provide for the appointment of a particular person as Managing Director or governing Director or any similar position of overall control; (ii) provide for any person other than a Director to exercise any power of control or direction over the affairs of the scheduled firm; (iii) provide for a particular Director to hold office for a period greater than that between two succeeding annual general meetings. (2) Subsection (1) shall not be construed as limiting the power of the members of a scheduled firm to alter or add to the Articles of Association in the manner provided by the Companies Act. 22.–(1) The United Republic shall pay full and fair compensation in respect of the shares vested in the Corporation under section 19. e Companies Act. 22.–(1) The United Republic shall pay full and fair compensation in respect of the shares vested in the Corporation under section 19. (2) When the amount of compensation payable to any person entitled thereto by virtue of subsection (1) has been determined, the Minister for finance shall issue a certificate setting out such amount and that amount shall constitute a charge on and be paid out of the Consolidated Fund: Provided that, the amount of compensation shall be payable in such manner and in such instalments as the Minister responsible for finance, after consultation with the person entitled, shall determine. (3) This Act shall not be construed so as to affect in any way the rights of the holder of a certificate issued under the “Sheria ya Uwekezaji Tanzania”. 23.–(1) Any disposition- (a) which was effected by a testamentary instrument executed before the effective date; and Cap. 212 Compensation Sura ya 38 Construction of instruments affecting shares ted by a testamentary instrument executed before the effective date; and Cap. 212 Compensation Sura ya 38 Construction of instruments affecting shares ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 734 (b) which would have operated as a bequest of all or any of the shares vested in the Corporation under the provisions of this Part, shall have effect as a bequest of the right of the testator to be paid compensation in respect of the acquisition of the shares in relation to which that disposition would have operated. (2) Any power of attorney or other instrument- (a) which was executed before the effective date upon which any shares became vested in the Corporation under the provisions of this Part; and (b) which operates in relation to all or any of those shares, shall have the like operation in relation to the right to payment of compensation in respect of the acquisition of the shares to which that power of attorney or other instrument relates. ation to the right to payment of compensation in respect of the acquisition of the shares to which that power of attorney or other instrument relates. PART V MISCELLANEOUS PROVISIONS 24.–(1) Where the Minister is satisfied that a company, including a company specified in Part II of the Schedule to this Act, is the owner of, or has an interest in, a sisal estate and that it is desirable that the Corporation should acquire any or all of the shares in such company, he may, after consultation with the Minister for finance, and not later than the 31st December, 1968, by order published in the Gazette, declare that upon a date specified in the order such shares in the company as may be specified in the order shall be vested in the Corporation. (2) Upon the date specified in an order under subsection (1), the shares specified in the order shall, by virtue of the order and without further assurance, be vested in the Corporation free of any trust, mortgage, charge, lien, interest or other encumbrance whatsoever. (3) Where all the shares in a company are vested in the Corporation by virtue of or in consequence of an order made under subsection (1)- Power to acquire shares in companies Act No. 31 of 1968 s. 4 in the Corporation by virtue of or in consequence of an order made under subsection (1)- Power to acquire shares in companies Act No. 31 of 1968 s. 4 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.735 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. y be reproduced or distributed without permission of OAG.735 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] (a) any provision in any law or the Articles of Association or any other charter or instrument of the company, providing for any consequence to follow, or requiring any act or thing to be done, or entitling any person to do any act or thing or to take any action, as a result of a reduction in the number of the members of the company below a certain number, shall be of no effect in relation to the company; (b) the Minister may make regulations modifying in their application to the company any of the provisions of the Companies Act or of any subsidiary legislation made thereunder; (c) all the Directors of the company shall cease to hold office as from the date when all the shares in the company are vested in the Corporation and the Board shall appoint Directors of the company; (d) a Director of the company who ceases to hold office by virtue of paragraph (c) shall not, notwithstanding any provision to the contrary in any law or in the Articles of Association of the company or in any charter, agreement, contract or other instrument whatsoever, be entitled to any damages or compensation in respect of the loss of office. ny or in any charter, agreement, contract or other instrument whatsoever, be entitled to any damages or compensation in respect of the loss of office. (4) For the purposes of this section “company” means a company incorporated under the Companies Act. 25.–(1) The United Republic shall pay full and fair compensation in respect of the shares vested in the Corporation under section 24. (2) When the amount of compensation payable to any person entitled thereto by virtue of subsection (1) has been determined, the Minister for finance shall issue a certificate setting out such amount and that amount shall constitute a charge on and be paid out of the Consolidated Fund: Provided that, the said amount of compensation shall be payable in such manner and in such instalments as the Minister for Finance, after consultation with the person entitled, shall determine. Cap. 212 Cap. 212 Compensation Act No. 31 of 1968 s. 4 ents as the Minister for Finance, after consultation with the person entitled, shall determine. Cap. 212 Cap. 212 Compensation Act No. 31 of 1968 s. 4 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 736 26. The Minister may make regulations for carrying out or giving effect to the provisions of sections 24 and 25 and such regulations may modify the Articles of Association or other charter or instrument of a company shares of which are acquired by order under section 24. regulations may modify the Articles of Association or other charter or instrument of a company shares of which are acquired by order under section 24. 27.–(1) Where in the opinion of the Minister, a company in which the Corporation has acquired any shares, either by operation of Part IV of this Act or by virtue of an order made under subsection (1) of section 24, was immediately preceding the effective date substantially financed by a loan or loans made thereto- (a) by a shareholder or former shareholder whether such shareholder or former shareholder be an individual or a body corporate; (b) by the father, mother, grandfather, grandmother, son, grandson, daughter, granddaughter, husband or wife of a shareholder or a former shareholder; or (c) by another company, a shareholder or former shareholder of which is, or was at the time when the loan was made, also a shareholder in such former company, the Minister may, after consultation with the Minister for finance, by order declare that the amount of the loan, or such portion of the loan as may be specified in the order, together with any interest which the Minister is satisfied has accrued on such loan or portion of loan but which has not been paid to the lender, shall, as from the date specified in the order, be regarded as share capital of the company. ortion of loan but which has not been paid to the lender, shall, as from the date specified in the order, be regarded as share capital of the company. (2) Where an order is made under subsection (1)- (a) the loan or such portion thereof as is specified in the order together with the unpaid interest thereon shall cease to be a debt due from the company to the lender; (b) the share capital of the company shall be deemed to have been increased by the value of the loan and interest capitalised and the Minister shall, as soon as may be Regulations Act No. 31 of 1968 s. 4 Capitalisation of certain loans Act No. 31 of 1968 s. 4 rest capitalised and the Minister shall, as soon as may be Regulations Act No. 31 of 1968 s. 4 Capitalisation of certain loans Act No. 31 of 1968 s. 4 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.737 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] practicable, cause a copy of the order to be served on the registrar of companies who shall alter his records accordingly; (c) the company shall, subject to the provisions of subsection (3), allot to the lender shares to the nominal value of the loan and interest capitalised and the provisions of the Companies Act shall apply to such allotment as if the shares were allotted as fully paid up in cash. (3) Where the Articles of Association of a company provide for different classes of shares and any loan made to such company is capitalised under this section, the Minister shall direct which class of shares shall be allotted to the lender whose loan is capitalised. company is capitalised under this section, the Minister shall direct which class of shares shall be allotted to the lender whose loan is capitalised. (4) This section shall not apply to any loan the repayment of which is secured by the issue of a debenture or by mortgage or charge on any of the assets of the company: Provided that, this subsection shall not apply in respect of any loan subsisting on the 25th April, 1968 or the effective date, whichever is the later, and for which security is given on or after that date. (5) Every capitalisation of a loan under this section shall be effective notwithstanding any provision to the contrary in any written law or in the Articles of Association or other charter or instrument of the company. (6) For the purposes of this section- (a) a company shall be deemed to have been substantially financed by a loan or loans to which this section applies if immediately preceding the effective date the total amount then outstanding on such loan or loans exceeded twenty-five per centum of the aggregate of- (i) the paid-up share capital of the company immediately preceding the effective date; and (ii) such total amount outstanding on the loan or loans; Cap. 212 e paid-up share capital of the company immediately preceding the effective date; and (ii) such total amount outstanding on the loan or loans; Cap. 212 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] 738 (b) “effective date” means, in relation to a company other than a company specified in Part II of the Schedule to this Act in which the Corporation has acquired shares by virtue of an order made under subsection (1) of section 24, the date on which such order takes effect. SCHEDULE (Made under sections 10 and 18) PART I1 Bird & Company (Africa) Limited. N.V. Cultuur Maatschappij (Ngombezi). Nico Sisal Estate Limited. Central Line Estates Limited. PART II Tanganyika Sisal Estates Limited. Rudewa Estates Limited. Pangani Fibres Limited. Kiswani Estates Limited. Arnautoglu Enterprises Limited. Tanga Line Sisal Limited. Ndungu Sisal Estates Limited. Myombo Sisal Estates Limited. Buhuri Estates Limited. Eustace Sisal Estates Limited. Muhesa and Mkumbi Limited. Twiga Plantations Limited. Muhinduru Sisal Estate (1964) Limited. Muhinduru Sisal Estate Limited. Toronto Plantations Limited. Sachak Estates Limited. Kazamias Sisal Estates Limited. duru Sisal Estate (1964) Limited. Muhinduru Sisal Estate Limited. Toronto Plantations Limited. Sachak Estates Limited. Kazamias Sisal Estates Limited. Kimamba Fibres Limited. Noorani Plantations Limited. Noorani Plantations (Holding) Limited. Lewa Estates Limited. Jamhuri Sisal Estates Limited. 1 Part I to the schedule is amended by Act No. 31 of 1968, under section 5. ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.739 THE TANZANIA SISAL CORPORATION (ESTABLISHMENT AND VESTING OF INTERESTS) ACT [CAP. 55 R.E. 2023] Bombuera Limited. Mdaula Estate Limited. Kihonda Sisal Estate Limited. Juma Haji (Tanzania) Limited. Misimbo Sisal Estate Limited. Wananchi Sisal Estates (Tanganyika) Limited. Songa Sisal Estate Limited. Sisal Plantations Limited. Korogwe Sisal Estate Limited. Kilulu Plantations Limited. Manzabay Sisal Estate (1963) Limited. PART III2 Banita Limited. Cashfin Limited. East African Sisal Plantations Limited. 2 Part III to the Schedule is introduced by Act No. 31 of 1968, under section 5. ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.
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