We advise banks and financial institutions, both local and international, on many issues including the legal and regulatory regime necessary to carry out their activities in Tanzania. We assist banks and financial institutions in drafting loan documentation (loan/credit/facility/syndication agreements and security documents). We prepare, perfect and register security documents such as Debentures, Mortgages over Rights of Occupancy, Mortgages over Leases, Share Pledge Agreements, Corporate and Personal Guarantees and Chattels’ Mortgage. Moreover, we ensure that security documents are registered at the relevant registries within the prescribed timelines under the law. We advise arrangers in complex syndicated lending transactions and prepare Security Sharing Agreements which cater to the needs of other lenders in such transactions.
We also advise borrowers on lending transactions whereby we assist them in regularizing statutory filings at the Companies Registry, reviewing loan and security documents, and advising borrowers on different approaches and options available to them to secure the intended loan facility from banks or financial institutions.
Our Partners have over 20 years’ combined experience in advising banks and financial institutions on recovery measures and procedures having worked on a number of recoveries both in mainland Tanzania and Zanzibar. Our role in these transactions includes reviewing loan documentation to ascertain the rights and obligations of the parties, reviewing the relevant legislation with respect to rights of creditors and lenders in recovery proceedings, these laws include the Companies Act (as amended from
time to time), the Insolvency Rules, the Land Act (as amended from time to time) and the Law of Contract Act (as amended from time to time).
Our role in insolvency proceedings includes advising lenders to issue proper notices to the borrowers as prescribed by law (the Companies Act and Land Act), advising lenders on the possible measures that can be taken by the borrowers to seek intervention from courts of law to halt the insolvency proceedings, we advise lenders on measures to take upon taking physical possession of the charged properties including taking the necessary security measures over the charged properties, carrying out an independent valuation of the charged assets, taking the necessary insurance over the charged properties, preparing requests for proposals for the disposition of the charged properties and evaluating bid documents from prospective buyers, we advise banks and financial institutions on which bids meet the minimum requirement set by law on the disposition of charged properties and finally process the disposition of the charged asset as appointed Receivers/Managers of the secured properties.
We also advise banks and financial institutions on the ongoing reporting requirements to the Registrar of Companies throughout the insolvency proceedings.
Extractive Industries Practice
Our services in this area mainly include the provision of advice on the regulatory regime in which our clients operate. We offer advice on the interpretation of the Mining Act (as amended from time to time) and its regulations. We draft option agreements in the mining sector, more specifically for clients prospecting in gold and diamonds. We also assist our clients in engaging the State Mining Corporation on Joint Venture Agreements leading up to the set-up of mining operations. We guide our clients in engaging the Mining Commission on the application, allocation and relinquishment of different mineral rights. Our Partners advise clients in the oil and gas sector on a number of issues including the implications of the Model Production Sharing Agreement developed by the Tanzania Petroleum Development Corporation. We assist our clients in navigating through standard industry contracts such as Farm-in Agreements and Farm-out Agreements and their enforcement. We have also undertaken due diligence investigations for clients acquiring interests in oil blocks both at the exploration and development stage. Since we understand that this is a fairly new sector in our economy, we as legal advisers, have decided to actively seek training opportunities for our lawyers to develop a much deeper understanding of the oil and gas industry especially in contract interpretation and negotiation so that we develop a formidable practice in this relatively new area of law in our jurisdiction.
Capital Markets and Securities Practice
Our Partners are arguably the most formidable team in the market in this practice area with each having at least five (5) listings on the Dar-es-Salaam Stock Exchange (DSE) to date. Our Partners have also worked on assignments involving listings on foreign stock markets where they supervised due diligence investigations and issued reports thereon on the Tanzanian subsidiaries of the foreign companies intended for listing. We advise Arrangers, Guarantors and underwriters, Issuers and institutional investors on listings at the DSE. In our role as legal advisers on listings, we carry out extensive due diligence investigations on Issuers which goes beyond the requirements set out by the Capital Markets and Securities Authority. We assist in developing Prospectuses or, as the case may be, Information Memorandum for listing purposes and issue legal opinions on each transaction for inclusion in the offer documents.
Corporate and Commercial Practice
We offer a number of services in this area, ranging from company formation (including for banks and financial institutions, insurance, construction, and telecommunication companies which are regulated by separate authorities), company restructuring, joint ventures, mergers and acquisitions, as well as advising management on various regulatory matters depending on the sector of operation for that particular business. We assist businesses in reviewing various trade, commercial and employment contracts as well as advising them on various aspects of the contractual terms of such agreements the impact that these clauses may have on their businesses. We advise businesses on various practices and regulatory issues in their areas of operation. We also assist businesses in contract negotiations with their trade partners and Government agencies. We also provide representation and advice to individual persons on estate planning and wealth management and structuring.
Mergers & Acquisitions (M&A) Practice
We have an experienced M&A department that advises clients on a myriad of competition and anti-trust issues. Our services include reviewing and advising on agreements subject of the intended transaction (both for the acquiring and target company). Our team assists clients in completing FCC forms, issuing advice on whether the transaction will result in the acquirer having a monopoly in the market, assisting clients on notifications to the Fair Competition Commission and representing clients on hearings at the Fair Competition Tribunal.
Property and Real Estate Practice
We advise our clients on a number of property and real estate issues ranging from conveyancing to leasing of real estate or movable property. We develop conveyancing documents that are tailor-made to a particular transaction for the transfer of ownership from one party to another and, in the case of conveyance of real estate, our services include the preparation and lodging of landforms for filing at various Lands Registries in Tanzania, applying to the Tanzania Revenue Authority for the assessment of Stamp Duty, Disposal of Asset Tax (formerly Capital Gains Tax) and Value Added Tax on the building and other assets (if applicable). We assist clients in their applications for the Right of Occupancy at the Ministry of Lands and Human Settlements and, for our foreign clients, Derivative Rights at the Tanzania Investment Centre. We advise clients on registration requirements for long-term leases for real estate as well as developing lease agreements that are suited to their needs.
Company Secretarial Practice
We offer company secretarial services to clients in different sectors. Our role as Company Secretary includes issuing necessary notices for board and shareholder meetings, recording board and shareholders minutes and circulating them for approval before signing, preparing extract resolutions, keeping and updating the register of members, directors, and charges, issuing share certificates to registered members and keeping in safe custody our clients’ share certificate books. We attend to all statutory filings as prescribed under the Companies Act (as amended from time to time) including filing Annual Returns, filing forms with respect to changes in directorships and physical addresses for our client’s offices, filing forms with respect to allotments and increase in share capital, among others.
Labour and Employment Law Practice
We advise employers on various labour and employment related issues including interpretation of the provisions of the Employment and Labour Relations Act (as amended from time to time), the Employment and Labour Relations (Code of Good Practice) Rules of 2007, the Employment and Labour Relations (General) Regulations of 2017 and the Workers’ Compensation Regulations of 2016. We assist clients in developing labour manuals suited for their business environment. We also advise our corporate clients on procedures related to disciplinary hearings and poor work performance as well as issue advice on termination procedures and employee benefits. For some of our clients which are new to the Tanzanian business environment, we guide them through various obligations that they will have to their prospective employees and the Government as an Employer. For such clients, we assist them in understanding their obligations as Employers to remit to the relevant authorities, within the prescribed timeline, Pay As You Earn (P.A.Y.E), Social Security Benefits, Skills and Development Levy, and City Service Levy.
We also advise our clients with employees who are not citizens of the United Republic of Tanzania on their obligations under the Non-Citizens (Employment Regulation) Act of 2015 (as amended from time to time) and the Non-Citizens (Employment Regulation) Regulations 2016, as well as the Immigration (Visa) Regulations of 2016.
Our Labour and Employment Law team also assists employers in applying for Work and Residence Permits, preparing necessary return forms for the Labour Commissioner and Immigration Department, and compiling relevant information required in developing their respective succession plans. We have recently been advising a number of clients on the local content requirements which have been enacted into law in various sectors. This advice also includes the requirements for having quarters for Tanzanian employees and training thereof.
On specific assignments, we enlist our team of Human Resource practitioners to review, amend, and develop job descriptions and respective key performance indicators for particular roles within an organization.
Alternative Dispute Resolution (ADR) and Litigation Practice
At KG&P, we believe that ADR is one of the most efficient and reliable ways for parties to resolve their differences. We, therefore, encourage our clients to take advantage of this method of dispute resolution whenever possible. We see several advantages for our clients using this method to resolve disputes, for instance, it is much easier to manage timelines from the time of instituting proceedings to a decision or an award to be delivered by an Arbitrator. Costs can be easily managed using ADR as a mechanism to resolve disputes between parties, We represent clients at various adjudicating bodies such as the Court of Appeal, the High Court (at various divisions), the Resident Magistrates’ Courts, the Commission for Mediation and Arbitration, the Fair Competition Tribunal, the Tax Appeals Board and Tax Appeals Tribunal.
