LEXACTO

ATTORNEYS

Steps for members’ voluntary winding up of a company registered under the

Companies Act, cap 212

S/N STEP TO BE TAKEN TIME FRAME

1. Prepare decision to wind up and statement of company’s assets At the latest possible date before
and liabilities to be embodied in the Declaration of Solvency making the declaration of solvency
2. Prepare Statutory Declaration of Solvency within 30 days preceding the passing
of the special resolution to wind up
3. Preparing a Notice of intention to wind up to TRA and obtaining Immediate after preparation of
tax clearance and ensure all statutory filings have been filed with declaration of solvency
the TRA until the last year in business (such as Audited Financial
Statements)
4. Preparing documents for the shareholders extraordinary general 21 days from the date of the notice
meeting and specifying intentions to propose winding up and
liquidator’s remuneration
5. Preparing, passing, and filing of the special resolution to wind up Within 14 days from the date of
the company at BRELA passing the resolution.
6. Advertisement of the special resolution in the Government Within 14 days from the date of
Gazette, and any newspaper of wide circulation in Tanzania. passing the resolution.
7 Preparing and filing necessary documents for appointment of a (a) Within 14 days from the date of
liquidator appointment.
(a) Notice of Appointment of a Liquidator: Voluntary (b) Within 14 days from the date of
Winding up appointment.
(b) Notice of Appointment of Liquidator: Voluntary
Winding-up: for insertion in the Gazette
8 Acting as a liquidator and advertise the Appointment of Immediately after appointment.
Liquidator in the Government Gazette, and any newspaper of
wide circulation in Tanzania.
9. Preparing and communicating a notice to Creditors by 30 days from the date of the
advertisement of the Notice to Creditors to prove claims in the publishing the notice.
Government Gazette, and any newspaper of wide circulation in
Tanzania.
10 Submission and examination of proof of debts Within 30 days from the date of the
publishing the notice.
11. Conduct Final general meeting for the purposes of laying the 30 days from the date of the notice.
accounts of the company
12. Delivery of a copy of the accounts to BRELA Within 14 days from the date of the
final meeting
13. Dissolution of the Company. Registrar registers final account and Within 3 months from filing of the
return. Return of Final Meeting