Q&A – 12 August 2019
Mother in law accident
My mother in law was visiting us when she fell down on wet tiles due to a leakage in the bathroom. She sustained serious injuries to her hip and has been on and off hospital. I have voluntarily paid for her medical bills but it seems that she is still not happy with me. Is this something she can pursue in Court against me? Can my mother in law sue me considering our relationship?
TK, Dar
They say a happy mother in law leads to a happy marriage but that doesn’t answer your question!
You can indeed be sued under the law of tort for negligence. The test is whether you had a duty of care, whether you breached that duty and whether that breach caused any damages. In this case, notwithstanding that she is your mother in law, you did have a duty of care, which you breached resulting in damages.
Just because she is your mother in law does not absolve you of such a claim. Taking good care of her on and off hospital might be a solution. In our experience most such and many other ‘mother in law’ issues are amicably resolved and don’t end up in Court.
Companies Act amendment for NGOs
We are a UK based entity that generates profits but all such profits are reinvested for social causes in Central and Southern Tanzania. We have learnt of recent amendments to the Companies Act that makes it mandatory for us to move to the NGOs Act otherwise we will be struck out as a company. How does this work and what should we be doing?
IF, Dar
It is true that the Companies Act has been recently amended where the definition of a company is now defined as a company formed and registered under this Act or an existing company established for investment, trade or commercial activities and any other activity as the Minister may, by notice published in the Gazette, prescribe. The amendment introduces the definition of commercial activities, investment activities and trade, which you should refer to.
The law now states that if an entity is registered under the Companies Act and was established for investment, trade or commercial activities, then it is a company under the Companies Act (as amended). The amendment further states that companies limited by guarantee which intend to promote commerce, investment, trade or any other activity as per the Ministers order shall be incorporated under this Act, which likely applies to you.
This would mean that those companies limited by guarantee that promote commerce, investment or trade that are already formed and registered in Tanzania under the Companies Act can continue to be registered under the Companies Act, provided they have not gotten a certificate of compliance under the NGOs Act.
In your case you will need to do a self test. If you are a company registered under the Companies Act and are limited by guarantee having no share capital, and are a company that promotes commerce, investment or trade as defined in the Companies Act, and do not have a certificate of compliance under the NGOs Act, then you can remain under the Companies Act. Otherwise you will need to migrate under the NGOs Act and comply with the provisions of the NGOs Act.
Knowledge of existence of Will
I have made a Will and want to know whether there is an automatic way for the beneficiaries to be informed that they are beneficiaries after my death. I also wish to know how my executor will know that I have appointed him as my executor. I do not want the contents of my Will to leak out to anyone including my wife and any other beneficiaries. Is there a particular place that I can use to store my Will?
DL, Dar
Neither your beneficiaries nor executor(s) will know that they are mentioned in your Will if you do not inform them. It is as simple as that. There is no authority that informs them automatically.
Our first suggestion is for you to make sure that you ask the executor if he is agreeable to act as the executor. It is wise to also appoint an alternate executor should the first executor fail to act for some reason. Make sure you also inform this alternate executor. Most people forget to appoint an alternate executor.
Secondly, you should make sure that the executor and/or the beneficiaries or someone very trustworthy knows where the Will is stored. The facility you use should only release the Will upon your demise.
Some people store their Wills at home. Others store them in bank vaults with instructions to their bankers to release it to particular people upon ones demise. Others use Will storage facilities. We are not aware of specific Will storage facilities in Tanzania but there are many such facilities outside the country.
Registrar refuses to register name
BRELA registrar has refused to register a name of a company that I have proposed. What is the test for such refusal? What options do I have to challenge this?
OP, Dar
The Companies Act states that no name shall be reserved and no company shall be registered by a name which, in the opinion of the Registrar, is the same as or too like a name appearing in the index of company names or is otherwise undesirable.
If there already exists a similar name then the Registrar has the powers to stop you from registering your proposed name. Further, if the name you have proposed is undesirable in the opinion of the Registrar, then she/he has the power to decline such registration. Both these tests are tests based on the Registrar’s opinion.
Should you be aggrieved you can proceed against the Registrar of Companies at the High Court and challenge such a decision.