Discovery after 12 years of marriage

I have been married for 12 years and have only recently discovered that my husband built a mansion and registered it in his sole name without informing me. Throughout our marriage, I have taken care of him more than even my children, managed our home, and raised our three children. My husband insists that the house belongs to him alone because he paid for it and registered it in his own name. I also suspect that he intends to marry another woman with whom he has been having a relationship. Can I file for divorce, and what rights do I have under the Law of Marriage Act regarding the house and my marriage?

WS, Tanga

Under the Law of Marriage Act, you may petition for divorce if you can establish that the marriage has broken down irreparably. The Court may consider factors such as adultery, cruelty, desertion, neglect, or any conduct showing that the marital relationship can no longer continue. If your husband is maintaining a relationship with another woman and intends to marry her, that conduct may be relevant evidence in demonstrating an irreparable breakdown of the marriage, depending on the facts and evidence available.

With respect to the mansion, the fact that it is registered solely in your husband’s name does not automatically deprive you of rights over the property. Under Tanzanian law, when dealing with matrimonial assets, the Court considers both direct and indirect contributions made by each spouse. Raising children, managing the household, caring for the family, and supporting a spouse’s ability to earn income are recognized as valuable contributions. Therefore, if the mansion was acquired or developed during the marriage and formed part of the family’s assets, you may claim an interest in the property even though your name does not appear on the title deed. Upon divorce, the Court has the power to determine each spouse’s share in matrimonial property based on the evidence of contributions and the circumstances of the case. You may also seek appropriate orders regarding custody, maintenance, and the division of matrimonial assets. Accordingly, your husband’s argument that the property belongs exclusively to him merely because it is registered in his name is not necessarily conclusive under the Law of Marriage.

Claim on company assets

I am a majority shareholder in a company that owns several properties registered in the company’s name. Recently, one of the other shareholders passed away, and her family has included the company and its properties as part of her estate. Although the deceased was widely known as the owner of the company, there are other shareholders, including myself. What legal action can I take to prevent the company and its assets from being treated as part of the deceased’s estate?

TM, Dar es salaam

Your question touches on a fundamental principle of company law. Under the Companies Act, a company is recognized as a separate legal person from its shareholders. This means that a company can own property, enter into contracts and incur liabilities in its own name, independent of the individuals who hold shares in it.

As a general rule, property registered in the name of a company belongs to the company itself and not to its shareholders, regardless of whether a shareholder owns a majority of the shares or is widely perceived as the owner of the business. Consequently, upon the death of a shareholder, what ordinarily forms part of the deceased’s estate are the shares held by that shareholder and any rights attached to those shares, rather than the company’s assets.

This position was recently reaffirmed by the Court of Appeal in Kellen Rwakatare and St. Mary’s International Academy Limited v Administrator of the Estate of the Late Rev. Dr. Getrude P. Rwakatare, Revision Application No. 1591 of 2024. In that case, the Court emphasized that assets belonging to a company cannot be treated as assets of a deceased shareholder’s estate merely because the deceased had an ownership interest in the company. The Court observed that what passes to the estate are the deceased’s shares and not the company’s property.

If the company and its assets have been included as part of the deceased’s estate, you may challenge such inclusion before the Court handling the probate or administration proceedings. Depending on the circumstances, it may be possible to lodge an objection or take other appropriate legal steps to protect the interests of the company and its shareholders. You should consult your lawyer for further guidance.

Admission of objection

I am a businessman based in Mwanza. In January this year, the Tanzania Revenue Authority (TRA) issued tax assessments against my business. I lodged objections in February and paid one-third of the assessed tax as required by law to validate the objections. Since then, I have been following up with TRA for an admission letter, but none has been issued. What should I do?

FM, Mwanza

Tax objections in Tanzania are governed by the Tax Administration Act, Cap. 438 (the Act). Previously, taxpayers were required to wait for TRA to issue an admission letter before an objection could formally proceed. However, the law was amended by the Finance Act, 2024 to simplify this process.

Under section 62(8) of the Act, an objection is now deemed to have been admitted on the date the taxpayer complies with the statutory admission requirements. These requirements include, among others, payment of the tax not in dispute or one-third of the assessed tax, whichever amount is greater. As a result, TRA is no longer required to issue a formal admission letter before an objection is regarded as admitted.

In your case, since you lodged your objections and paid one-third of the assessed tax as required by law, your objections were automatically admitted once those requirements were satisfied. The fact that you have not received an admission letter from TRA does not affect the validity or progress of your objections.

Importantly, the 6 month period within which TRA is required to determine an objection starts running from the date the objection is deemed admitted. If TRA fails to determine the objection within that period, the objection is deemed to have been rejected and you become entitled to appeal to the Tax Revenue Appeals Board. You should therefore keep proper records of the date on which you fulfilled the admission requirements, as this date will be important in determining your next course of action should the objection remain unresolved.