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Understanding the Legal Landscape equals a strategic advantage for your business

A Member of the International Business Law Consortium


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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > Our Firm & Our Services

Our Firm & Our Services Lawcastles is a medium sized full-service law firm that represents clients of all sizes, from startup to multinational corporations. The firm is based in Dar es Salaam, Tanzania and its special focus is to assist international clients through offering them high quality services, which are cost-effective and, at the same time, stand the test of time and competitor challenge. Our primary objective is to enable foreign investors to have a clear understanding of the legal environment under which their investments are subjected or, in case of start-ups, will be subjected. The firm clearly understands and believes that familiarity with the legal framework is an important element to the success of modern businesses. Lawcastles has received numerous accolades from publication such as Chambers Global and is establishing itself as one of the best law firms in the country.

Lawcastles was founded in 1999 in Dar es Salaam by three former university classmates. From 1999 to July 2006, the firm operated under the name of ‘Lexglobe LLP’. In August 2006, the firm was re-branded as ‘LAWCASTLES’ as part of operations realignment. Following re-branding, intellectual property law practice continued to operate as a semi autonomous unit under the brand of ‘Lexglobe LLP’. The firm is an exclusive member of International Business Law Consortium (IBLC) for Dar es Salaam, Tanzania. IBLC is an international network of law firms, tax and audit advisors and affiliated professionals. Lawcastles’ major areas of practice are: Energy and Infrastructure Practice; Commercial Lending, Project Finance and Syndicated Lending; Intellectual Property Services; Franchising, Distribution and Dealership; Mergers and Acquisitions; Corporate Insolvency and Debt Restructurings; International Tax Practice; Mineral Resources Exploration and Production; Company Formation and Secretarial Services; and Expert Determination, Commercial Arbitration and Litigation. The bulk of Lawcastles’ business comes from outside Tanzania and most of it comes from the best known global organizations and corporations to start up companies.


Understanding the Legal Landscape equals a strategic advantage for your business Our Philosophy & Our Clients < LAWCASTLES

Our Philosophy & Our Clients Practical advice in the best interest of the client and time-tested business solutions are the hallmarks of Lawcastles. We recognize that we are in a service business and that our clients expect and deserve timeliness and responsiveness. Our firm has adopted a sense of urgency in addressing client matters.

We represent clients in a skillful and honest manner, taking ownership of every action and our dealings with clients and others with unyielding integrity. The guiding principle for our firm's operations is profound commitment to superior performance. We value our clients and we are committed to delivering business-oriented solutions to their problems. At Lawcastles, there is no such thing as an ‘off-the-shelf’ solution to the needs of the client. Since every client’s needs are different, we tailor the services to suit the needs of each particular client. The main secret of our success is our determination and ability to satisfy the needs of our clients through giving them top quality services during this era of globalization and rapid financial and technological change. We recognize where the economy is headed and latest developments within the legal profession. To us providing the best services means being confident about what we do and accurately delivering timely service with the client’s goals in mind. We provide a variety of legal services to some leading businesses locally, regionally, nationally and internationally including Ford Motor Corporation (United States); Glencore Limited (United Kingdom); Wachovia Bank (United States); Bible League (United States); Southern Africa Media Development Fund (South Africa); Tata Motors Limited (India); Feed The Children International (United States); InfEnergy Limited (United Kingdom); Pan African Management and Development Company, Inc. (United States); Nature’s Bounty, Inc. (United States); Export Credit Insurance Corporation of South Africa; Universal Exploration Corporation (Canada); and Inter-Ocean Aviation Limited (Mauritius).

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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > Lexglobe LLP

Lexglobe LLP Lexglobe LLP is a semi autonomous unit of Lawcastles specializing and exclusively dedicated in providing intellectual property services. In terms of management structure, Lexglobe LLP is essentially part of Lawcastles law firm though its operations are conducted independently from those of Lawcastles. Lexglobe LLP has a well-established intellectual property practice with a client base ranging from multinational corporations to major international law firms. Lexglobe LLP represents more than two hundred companies from different parts of the world in intellectual property matters. Lexglobe LLP provides services on all types of contentious and non-contentious intellectual property matters. It also provides intellectual property services in other African countries through a network of associates. Lexglobe LLP is a member of International Trademark Association (INTA). Lexglobe LLP, through its parent law firm, Lawcastles, is a contributor to Tanzanian Chapter (in association with a Dutch law firm, Arnold Siedsma) in the seven volume book titled â&#x20AC;&#x2DC;Manual for the Handling of Applications for Patents, Designs and Trade Marks throughout the Worldâ&#x20AC;&#x2122;, also known as Manual of Industrial Property or Brown Book.

Specific intellectual property services provided by Lexglobe LLP include the following: O Registration of trademarks, patents, utility models, designs and copyrights. O Renewals, assignments and licences of trademarks. O Extension of patent protection, assignments and licences of patents. O Prosecution and assessment of potential and actual conflicts. O Assistance in infringements and opposition matters. O Litigation in all intellectual property matters. O Intellectual property audit and verification. O Assisting international watching firms in monitoring trademark registrations. O Advising on intellectual matters in other business transactions such as franchising and distribution. In addition, Lexglobe LLP provides trademark watching services through: O Making monthly watch on filing of a specific trademark (filing watch). O Making monthly watch on publication in the Trademark Journal of a particular trademark application (application watch). O Making monthly watch on all trademarks filed in any given name (name watch). O Making monthly report on all trademarks published in any designated class (class watch).


Understanding the Legal Landscape equals a strategic advantage for your business International Business Law Consortium < LAWCASTLES

International Business Law Consortium Lawcastles is an exclusive member and representative of International Business Law Consortium (IBLC) for Dar es Salaam, Tanzania. IBLC is an international network of law firms, tax and audit advisors and affiliated professionals. IBLC brings together the member firms to cultivate transnational legal knowledge; guide businesses in a global community; and promote efficient and effective professional services. Being an IBLC member means that, Lawcastlesâ&#x20AC;&#x2122; clients are able to receive readily available high quality services from other IBLC member firms located in major cities of the world.

Members of IBLC include prestigious law firms such as Parsons Behle & Latimer; Solomon Pearl Blum Heymann & Stich LLP; Butler Rubin Saltarelli & Boyd LLP; Whyte Hirschboeck Dudek S.C.; Clark Hill PLC; Carroll, Burdick & McDonough LLP; Diamond McCarthy Taylor Finley & Lee LLP; Graydon Head & Ritchey LLP; Hull McGuire PC; and Simburg, Ketter, Sheppard & Purdy LLP. Currently, IBLC has members located in Argentina, Australia, Austria, Azerbaijan, Bahamas, Barbados, Belgium, Belize, Bermuda, Brazil, British Virgin Islands, Canada, Cayman Islands, Chile, China, Cyprus, Denmark, Dominican Republic, England, Estonia, Finland, France, Georgia, Germany, Ghana, Greece, Guatemala, Hungary, India, Iran, Ireland, Italy, Kuwait, Latvia, Lebanon, Liechtenstein, Luxembourg, Malaysia, Mauritius, Mexico, Netherlands, Nigeria, Peru, Portugal, Romania, Russia, Slovenia, South Korea, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Tanzania, U.S. Virgin Islands, Ukraine, United Arab Emirates, United States, Venezuela and Wales. IBLC was established in 1996 under the auspices of the Center for International Legal Studies located in Salzburg, Austria as a means of assisting law firms affiliated with the Center to participate in and further the Center's programs, and to translate these benefits to the delivery of transnational legal services. IBLC network offers international business contacts to member firms and a platform from which to manage transnational business law knowledge and know how. The network helps member firms to develop the most effective mechanisms for serving international business community. IBLC limits its membership to firms of impeccable professional reputation.

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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > Energy & Infrastructure Practice

Energy & Infrastructure Practice Lawcastles provides a wide range of legal services to clients operating in energy and infrastructure sectors. We assist our clients in various matters such as project promotion, project financing, commercial contracting, compliance with regulatory laws, compliance with environmental laws, mergers and acquisitions; and joint ventures. We provide advisory services on infrastructure projects (toll roads, rail, ports, airports and telecommunications) and social infrastructure (hospitals, prisons and water). We also provide advisory services on petroleum sector from the exploration stage to production, processing and marketing of petroleum (oil, gas and related products).

Lawcastles has extensive experience in energy industry (power stations, gas pipelines, electricity transmission and electricity distribution). We provide advisory services on various matters such as project promotion, restructuring of existing projects, regulatory matters, co-generation arrangements, compliance with environmental laws, distribution and transmission. Specific services provided by Lawcastles in energy and infrastructure practice include the following: O Advising on utility reform, including wholesale market design and development, desegregation, corporatisation and privatisation. O Advising on large scale acquisitions and disposals in power and infrastructure projects. O Advising on general risk allocation in power sector, in particular advising government and independent power producers in relation to power projects. O Preparing and reviewing legal documents such as implementation agreements, power purchase agreements, fuel supply agreements, construction contracts and intercreditor financing documents. O Advising on and acting for governments and private investors in respect of power and infrastructure projects undertaken in the context of public private partnerships. O Conducting litigation and arbitrations relating to power and infrastructure projects. O Providing environmental laws compliance advice. O Advising on all legal matters relating to electricity co-generation arrangements.


Understanding the Legal Landscape equals a strategic advantage for your business Commercial Lending, Syndicated Lending & Project Finance < LAWCASTLES

Commercial Lending, Syndicated Lending & Project Finance Lawcastles has significant experience in all types of commercial lending. Lawcastles represents both borrowers and lenders in many transactions in a broad range of corporate financings involving a variety of structures. In addition, the firm provides advisory services on mortgage finance starting from structuring securitization arrangements to financial closure. We assist lenders and borrowers in a wide range of matters such as conducting due diligence; drafting appropriate loan documents of all types like term sheets, credit agreements, debentures, pledges, guarantees, mortgages deeds and assignments by way of security; reviewing already drafted loan documents; advising on Tanzanian law matters; giving legal opinions; and perfection of securities through filing and/or registration. Lawcastles has extensive experience in providing services in syndicated lending transactions. The firm assists in structuring the syndicate, providing service to arrangers, administrative agents, security trustee, etc. We assist in giving legal opinions; preparation and review of already drafted credit agreements and security agreements; perfection of securities through filing and/or registration, etc. In project finance, we provide advisory services to sponsors, governments, financiers, purchasers, suppliers and contractors. Our focus is on sectors like energy industry (power stations, gas pipelines, electricity transmission and electricity distribution), infrastructure projects (toll roads, rail, ports, airports, and telecommunications) and social infrastructure (hospitals, prisons and water). We also assist

in transactions like commodity finance and aircraft leasing and finance. We provide a comprehensive range of commercially-focused and timely legal solutions on matters like risk exposure, risk allocation, risk management and structuring and financing PPP/BOT projects. Other services provided by our firm include drafting and reviewing project and financing agreements required in a specific project; advising on Tanzanian law matters relevant to a project; and assisting in obtaining permits and project approvals.

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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > Intellectual Property Services

Intellectual Property Services We provide services in areas of trademarks, patents, utility models, copyright, designs and plant breedersâ&#x20AC;&#x2122; rights. We also assist in trademark watching and intellectual property audit and verification. These services are performed by Lexglobe LLP, which is a semi independent unit of Lawcastles. Specific intellectual property services provided by Lexglobe LLP include the following: O Searching, clearing, filing and registering trademarks in Tanzania, Zanzibar and other African countries. O Representing clients in opposition, cancellation and invalidation proceedings before the Trademark Office and Patent Office. O Assisting in restoration of expired trademarks. O Providing watch services through searching trademark journals and gazette and providing advice on appropriate action on trademarks that are identical, similar or confusingly similar. O Carrying out evaluation and conducting due diligence on intellectual property assets in acquisitions, mergers, financings, insolvencies and commercial transactions of all kinds. O Representing clients in intellectual property litigation in courts. O Assisting in all matters concerning counterfeit trademarks such as preparing the necessary documents and affidavits, arranging and assisting in search and seizure of counterfeit products, administering civil and criminal litigation in respect of all aspects of counterfeit trademarks.

O Preparation and filing of international patent applications in Tanzania, Zanzibar and other African countries. O Analyzing third party rights which may interfere with our client's products or services and advising on subsequent action. O Assisting in negotiations and preparation of licences, assignments, security interests and other agreements for inventions and patents. O Advising on the appropriate methods for obtaining a right to manufacture or use. O Preparation and filing application for registration of copyrights at the Copyright Society of Tanzania. O Advising on the type works covered by copyright and the duration of protection. O Advising on the rights of the copyright owners. O Negotiating and preparing licences, assignments, security interests and other agreements for copyrights. O Advising on the protection of goodwill, confidential information and trade secrets. O Drafting in-house regulations for employees' use of copyrighted works, e-mail and the Internet. O Providing title opinions on intellectual property assets. O Clearing copyrights in materials to be used on websites or other multimedia products. O Advising on the licensing of technology and digital content and preparing related agreements. O Assisting in the registration of new plant varieties. O Assisting in all matters concerning licences and assignments of plant breedersâ&#x20AC;&#x2122; rights. O Assisting in cancellation and infringement proceedings concerning plant breeders.


Understanding the Legal Landscape equals a strategic advantage for your business Franchising, Distribution & Dealership < LAWCASTLES

Franchising, Distribution & Dealership In Tanzania, franchise arrangement is purely a contractual matter which is governed by the general law of contract. In addition to law of contract, the relationship of the franchisor and the franchisee inter se and their relationship with third parties are also affected by laws governing consumer protection, competition, intellectual property, real property, taxation, trade secrets, taxation, companies, trade practices, documents registration, business name registration, etc. Lawcastles provides advisory services to international companies on all legal issues relating to franchise arrangements. Specific services provided by Lawcastles include:

O Advising on intellectual property requirements. O Conducting due diligence on franchisees. O Advising on franchise structures which are suitable under Tanzanian law. O Drafting franchise agreements and advising clients on key legal issues. O Review of already drafted franchise agreements. O Giving opinion on franchise agreementâ&#x20AC;&#x2122;s compliance with Tanzanian law. O Assisting in perfection of franchise agreements through registration. O Assisting in contentious matters involving franchise operations. We provide advice on all types of distribution and dealership arrangements whether it is selective, sole or exclusive. Our services include the following: O Conducting due diligence on potential distributors, dealers and agents. O Advising on appropriate type of distributorship and dealership arrangements. O Drafting distribution agreements and review of already drafted agreements. O Advising clients on key issues such as competition law restrictions, intellectual property law requirements, tax issues and dispute resolution. O Assisting in perfection of distribution and dealership agreements through registration. O Assisting in contentious matters involving distribution and dealership arrangements.

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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > Mergers & Acquisitions

Mergers & Acquisitions The firm represents both vendors and purchasers in acquisitions, divestitures and joint ventures. Lawcastlesâ&#x20AC;&#x2122; attorneys are very experienced on all key legal issues on mergers and acquisitions starting from negotiating heads of agreement to completion of the transaction. Some of our lawyers participated in major acquisitions in Tanzania and are very experienced in all key legal issues which are relevant in mergers and acquisitions transactions. We believe that, mergers and acquisitions transactions, whether structured as asset, business or share sale, are fraught with complex issues that require dedicated expert attention. We work with international clients and their other advisors to organize and analyze the relevant facts; to identify and develop solutions to business; to explore and implement financing arrangements; to identify and resolve potential legal problems (including tax, competition, insurance, intellectual property employee benefits, labour, environmental liability exposure, real estate, and consent/approval issues); and to draft and review the implementing agreements and other documentation. Specific services provided by Lawcastles include the following:

O Advising on appropriate structures for merger or acquisition transaction. O Assisting parties in negotiating the heads of agreements and letters of intent. O Assisting the parties in mergers and acquisitions financing arrangements. O Assisting the parties in conducting due diligence investigation. O Advising the parties on the requirements of the local law on mergers and acquisitions. O Drafting and reviewing Sale Agreements, Shareholders' Agreements, Warranties and Indemnities, Disclosure Letters, Completion documents, etc. O Assisting clients in determining whether their behavior or agreements with other persons may be regarded by competition authorities as anti-competitive. O Advising on the process and authorities involved in investigation of mergers and acquisitions. O Advising on notification and review process by competition authorities of acquisition documents. O Advising on the consequences of failure to notify or late notification to competition authorities of notifiable mergers and acquisitions. O Advising on obtaining necessary exemptions, consents, approvals or waivers from relevant authorities. O Advising on confidentiality matters in the notification and review process and representing clients before competition authorities. O Assisting the parties in completion of mergers and acquisitions transactions.


Understanding the Legal Landscape equals a strategic advantage for your business Corporate Insolvency & Debt Restructurings < LAWCASTLES

Corporate Insolvency & Debt Restructurings Our team has extensive experience in corporate insolvency and debt restructurings. Our clients include individuals, companies, financial institutions, insurance companies, administrators, receivers, liquidators and many others. We provide advisory services to commercial clients in connection with insolvent or distressed suppliers or distributors. We also advise company directors with a view to avoiding directorsâ&#x20AC;&#x2122; personal liability and protecting the interests of a creditor of an insolvent company. In general, we provide advisory services on all types of court sanctioned insolvency procedures and out-ofcourt workouts. There are four most common court sanctioned insolvency procedures under Tanzanian law. These are, one, company voluntary arrangement, which is a procedure that enables the company to put a proposal to its creditors under which creditors agree to accept partial settlement of the debts due to them; second, administration, which is a procedure that places a company under the control of an insolvency practitioner either at the instigation of the company or its creditors; third, receivership, which is an enforcement remedy available to a creditor holding certain types of security; and,

fourth, liquidation or winding up, which is the formal termination of a company's affairs entailing the realization of its assets and the distribution of the proceeds in a prescribed order of priority. We have broad experience in advising both lenders and borrowers on these procedures. We also advise company directors, creditors, creditors committees, administrators and administrative receivers and corporate borrowers and other providers of funds (including debt and equity investors) on out-of-court restructuring and refinancing transactions. Out-of-court debt restructuring or workout is the process through which an out-out-court financial restructuring of a business in distress is conducted by the involved constituents. Such constituents include the borrower, its creditors and other stakeholders (for example, important customers and suppliers, and, in some cases, governments and public sector entities). International financial community has elaborated over time different statements of best practices applicable to the out-of-court reorganizations of financially troubled companies. In summary, we offer a wide range of insolvency services on all legal matters concerning: O O O O O O O O

Company Administrations Administrative Receiverships Company Voluntary Arrangements Creditor Voluntary Liquidations Compulsory Liquidations Member Voluntary Liquidations Debt recovery services Out-of-Court Workouts

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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > International Tax Practice

International Tax Practice International tax practice is an essential part of the firm’s practice areas because most of our international clients’ activities involve the potential for double taxation. The focus of Lawcastles’ international tax practice is to enable our clients to achieve their business objectives, ensure financial efficiency, and minimize worldwide taxes through proper international tax planning and advice.

All cross-border transactions such as mergers, acquisitions, reorganizations, dispositions, development of new markets or customer relationships, licensing or transfer of intellectual property, sales of products or services and international listing transactions have tax implications to be considered. Transactions involving hiring or relocation of expatriate employees and various other immigration-related matters, or even the engagement of local service providers or representatives, expose both the business and the individuals involved to potential tax consequences. Our firm’s international tax practice routinely provides advice, planning and dispute resolution assistance to businesses and individuals on the wide variety of international tax matters and issues described above, which may generally be grouped within the following scenarios:

Tanzanian taxpayers who conduct or expand their business activities outside Tanzania who are exposed to tax on the worldwide income in Tanzania and, at the same time, liable to pay tax on the same income in the foreign jurisdictions involved; Foreign taxpayers who conduct their business activities in Tanzania who are subject to tax on income accrued or derived from Tanzania and, at the same time, liable to pay tax on the same income in their home jurisdictions; and Foreign entities that perform activities or transactions which have nexus with Tanzania, and basing on the nature of the transaction, are liable to pay taxes (such as value added tax, income tax, stamp duty, customs and excise duties) in Tanzania and, at the same time, liable to pay tax on the same activity or transaction in their home jurisdictions. We provide a range of tax services on all scenarios, including: O Providing advice on double tax treaties between Tanzania and other countries, and bilateral investment treaties which contain provisions to reduce the incidence of double taxation and/or securing reduced tax rates or exemptions. O Assisting clients to utilize the services of competent authorities with a view to securing a just resolution of tax disputes. O Providing advice on tax aspects relating to mergers & acquisitions, consolidations, realignments and divestitures of company operations. O Providing advice on tax aspects relating to foreign corporations in distributorship, dealership, licensing, franchising and joint venture transactions. O Advising on transfer pricing and income stripping issues. O Advising on structuring investment vehicles for foreigners that balance tax treaty, foreign tax and Tanzanian tax considerations. O Assisting in tax structuring of energy and infrastructure projects with a view to minimizing foreign taxes and optimizing the use of Tanzanian tax benefits and credits.


Understanding the Legal Landscape equals a strategic advantage for your business Mineral Resources Exploration & Production < LAWCASTLES

Mineral Resources Exploration & Production Mining is increasingly becoming the leading sector in Tanzania in terms of exports. In the last ten years, Tanzania has witnessed high growth in mining sector and financial closure of various large scale mining project finance deals. Recognizing the increasing importance of mining sector, Lawcastles provides advisory services on key legal issues concerning mineral rights and operations. Broadly, mineral rights which are available under the Tanzanian law can be classified into three groups, namely, investigatory, production, and trading. Investigatory rights are given in a form of prospecting or retention licences, production rights are given in a form of mining licences and trading licences are given in a form of dealership licences. The typical licences which may be granted under the Mining Act, 1998 include a prospecting licence, retention licence, special mining licence, mining licence, gemstone mining licence, primary mining licence and primary prospecting licence.

In addition to mineral rights granted under the Mining Act, 1998, large-scale mining companies may enter into mining development agreements with the government. The key purpose of these agreements is to enable the investor to obtain government guarantee on the fiscal stability of a longterm mining project with respect to the range and applicable rates of royalties, taxes, duties and fees and the manner in which the liability is calculated. The specific services provided by Lawcastles include the following: O Assisting in obtaining mineral rights under the Mining Act, 1998. O Assisting in creation, registration of mortgages and other dealings concerning mineral rights. O Providing advisory services on mergers and acquisitions involving mining assets. O Giving employee relations advisory services relevant to mineral resources exploration and production. O Assisting in obtaining foreign investment approvals. O Providing legal support on mine development, construction and operations. O Assisting in negotiating mining development agreements with the government. O Advising on environment, health and mine safety issues. O Advising on taxation issues relating to mining operations. O Assisting in negotiating and drafting joint venture agreements for exploration, development and operation of mining and petroleum resources. O Assisting in acquisition of interests in mineral rights. O Assisting in formation of mining and other natural resources companies. O Assisting in drafting and reviewing project finance agreements. O Assisting in negotiating land access agreements and compensation issues. O Assisting in contentious matters relating to mineral resources exploration and production.

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Understanding the Legal Landscape equals a strategic advantage for your business LAWCASTLES > Company Formation & Secretarial Services

Company Formation & Secretarial Services

The second option is to incorporate a new company in a form of a subsidiary of a foreign company. A subsidiary is a new company, which in law a separate entity from a foreign company. The documents required for incorporation of a new company in Tanzania are (i) the name of the local company to be incorporated; (ii) names of the first shareholders (at least two); (iii) names and addresses of the first directors (at least two); (iv) address of the proposed registered office; and (v) memorandum and articles of association. To relieve clients of an administrative burden and to give clients the confidence that legislative obligations are being met, Lawcastles offers company secretarial services on all statutory compliance requirements. Our company secretarial services include:

Lawcastles provides services to new and existing businesses by acting as a company formation agent. Lawcastles can handle registration and formation of all types of companies and other entities. Basically, there are two major options which may be considered by a foreign company for establishing legal presence in Tanzania. The first option is to obtain a â&#x20AC;&#x2DC;Certificate of Complianceâ&#x20AC;&#x2122;. Under this option, a foreign company is allowed to conduct business in Tanzania after being certified by the Companies Office that, it has complied with the requirements of Tanzanian companiesâ&#x20AC;&#x2122; legislation. The documents required for obtaining certification are (i) audited financial statements which must be in English; (ii) copy of the charter/constitution or other instrument under which a foreign company was formed. This must be certified by the foreign ministry of a country where the company is incorporated and must be in English; (iii) names of directors of a company and the name of a company secretary; (iv) details of charges by lenders over the foreign company assets, if any; (v) names of resident individuals who are representing a foreign company in Tanzania; (vi) intended address of the foreign company in Tanzania; and (vii) statutory declaration by one of the directors or secretary confirming the nature of the business to be carried out in Tanzania.

O Completing and filing the Annual Returns. O Filing the Annual Accounts. O Maintaining registers that a Tanzanian company is required to keep by law. O Filing information on changes in directors and secretaries details. O Filing information on appointment/resignation of directors and secretaries. O Filing information on change in registered office. O Filing information regarding changes in shareholdings and share structure. O Issuing share certificates. O Issuing dividend vouchers. O Making arrangements for company meetings. O Maintaining the minute books.


Understanding the Legal Landscape equals a strategic advantage for your business Expert Determination, Commercial Arbitration & Litigation < LAWCASTLES

Expert Determination, Commercial Arbitration & Litigation We provide legal services in commercial disputes resolution whether it takes place in a form of expert determination, arbitration or litigation. In most cases, we encourage and assist our clients to resolve commercial disputes amicably through negotiation and mediation.

Expert determination is becoming a popular method of resolving commercial disputes because it is simple and does not entail complying with complicated procedures as it is always the case in arbitration and litigation. If the parties agree to resolve their differences by way of expert determination, the parties to a dispute will select an expert whom they believe that he/she has professional knowledge to determine the matter(s) in dispute fairly. The parties to a dispute agree to be bound by the decision of the expert. When the parties decides to use an expert in resolving their differences, we always encourage and assist in negotiation and structuring expert determination agreements. We assist in the process of selection of an expert and making submission before the expert. If the parties agree to use arbitration as a dispute settlement mechanism, we provide services at every stage of arbitration. Our services include drafting arbitration agreement and interpreting already drafted or agreed arbitration agreement; assisting in the process of appointment of arbitrators; assisting in the process of commencement of the arbitration by determining all procedural and evidential matters; assisting in the hearing process; assisting in the process of challenging the award; assisting in the process of enforcing the award; and providing expert opinion on Tanzanian law matters to pending arbitrations in foreign countries. If the parties have to resort to litigation, we assist and advice on litigation process. Commercial litigation in Tanzania has been transformed by creation of the Commercial Division of the High Court of Tanzania. Following the creation of the Commercial Division of the High Court of Tanzania, commercial disputes can now be adjudicated within a short period and in a more efficient manner. Furthermore, the creation of the Land Division of the High Court of Tanzania has also increased efficiency in the process of property disputes adjudication. The Land Division of the High Court of Tanzania adjudicates disputes on properties (including commercial disputes involving properties) in a quick and more efficient manner. Other specialized tribunals where we provide litigation services include Fair Competition Tribunal, Trademark Office, Patent Office, Tax Appeals Board and Tax Appeals Tribunal.

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6th Floor, Nyerere Pension Tower Bibi Titi Street/Morogoro Road P. O. Box 78934 Dar es Salaam TANZANIA

Tel: +255 22 2124127 Fax: +255 22 2124128 Email: info@lawcastles.com

www.lawcastles.com


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