Q&A – 1 December 2014
Voluntary winding of a company
I want to voluntarily wind up my company as it has more liabilities than assets? Is there any law that stops me from doing so?
UD, Iringa
The Companies Act, Act No 12 of 2002 states that, where it is proposed to wind up a company voluntarily, the directors of the company or, in the case of a company having more than two directors, the majority of the directors, may, at a meeting of the directors make a declaration in the prescribed form to the effect that they have made a full inquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within such period not exceeding twelve months from the commencement of the winding up as may be specified in the declaration.
Hence, and as one would expect, a company which has more liabilities than assets cannot be voluntarily wound up by the members of the company. Such company can only be wound up by order of the Court.
If you attempt to do so, you may be criminally liable. For further legal assistance, please consult your attorney.
Secret marriage and honeymoon
I want to have a secret marriage ceremony and I don’t want any person to attend our wedding. Is this allowed under Tanzanian law? Are honeymoon’s compulsory after marriage? My wife insists that it is a condition to marriage.
TK, Dar
The Law of Marriage Act, 1971 states that, any member of the public may attend a marriage in civil form so far as the accommodation in the office of the district registrar may reasonably permit. Further to that, any person who is a follower of the religion according to the rites of which a marriage is contracted may attend that marriage. Also, any member of the community to which the parties or either of them belong may attend a marriage contracted in Islamic form or according to rites recognized by customary law.
From the above, no marriage can be contracted in secrecy under Tanzanian law. The best you can hope for is that, no one shows up during the proceedings of the marriage either at the Registrar’s office or at the public place of worship, wherever you choose to get married.
As for a honeymoon, we have checked our statutes and this word does not appear anywhere. It is surely not a condition subsequent to marriage. Our research reveals that honeymoon is the traditional holiday taken by newlyweds to celebrate their marriage in intimacy and seclusion. Today, honeymoons are often celebrated in destinations considered exotic and/or romantic.
This is the period when newlywed couples take a break to share some private and intimate moments that helps establish love in their relationship. This period provide them opportunity to know each other in a soothing environment. This privacy in turn is believed to ease the comfort zone towards a physical relationship, which is one of the primary means of bonding during the initial days of marriage.
Hence it is entirely your choice if you want to go on a honeymoon or not. The law does not force you to but perhaps your wife will have such an expectation. It is the expectation of your wife that you have to manage. We wish you good luck.
Torn bank notes
I was given torn bank notes which my banker has refused to change for me. What options do I have and what are my rights?
GO, Dar
Replacement of torn notes is the prerogative of the Bank of Tanzania. The Bank of Tanzania act provides for this and states in section 29(1) that no person shall be entitled to recover from the Bank the value of any lost, stolen or imperfect bank note or coin, or of any bank note that has been mutilated or of any coin that has been tampered with. (2) Without prejudice to subsection (1), the Bank may decide on any value that may be awarded to any person who present to the Bank a bank note which is the subject of any events referred to in subsection (1).
(3) The circumstances in which and the conditions and limitations upon which, the value of any lost, stolen or imperfect notes or coins, mutilated notes or coins which have been tampered with may be refunded as of grace by the Bank shall be within the absolute discretion of the Bank.
(4) For the purposes of this section, a coin shall be deemed to have been tampered with if the coin has been impaired, diminished or lightened otherwise than by fair wear and tear, or has been defaced by stamping, engraving or piercing whether or not it has been diminished or lightened.
From the above, you can see that it is the Bank of Tanzania which has the discretion to decide what torn notes to accept. For example, if you have both pieces of the note, then the Bank of Tanzania usually allows for such change. We suggest you consult the Bank of Tanzania which is a very efficient organization and usually timely responds.