A company is any form of business organization that engages in a business or commercial activity for profit. Companies are typically incorporated as separate legal entities, meaning they operate independently from their owners. This separation provides limited liability protection, ensuring that the personal assets of the owners are typically not at risk for the company’s debts and obligations. It also allows the company to enter into contracts, own property, and conduct business in its own name.”

As stated inter alia in the case of Salomon V. Salomon & Co Ltd of (1897) AC 22 that,


Once the company is duly incorporated, it is an independent person with its rights and liabilities appropriate to itself, and that “the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities

On 24th May 2024, the Minister for Investment, Industry and Trade herein to be referred to as the Minister issued a Government Notice regarding waiver of late filing fee of companies’ documents at BRELA through Government Notice No.410.

Document, Includes Summons, notices, Order,s and other legal process and registers, as defined under section 2 of the Companies Act No. 12 of 2002.

The focus of this paper is on the Notice of Waiver of Fees of Late Submission of Company Documents G.N 410 0f 2024, which was issued under section 452 (a) of the Companies Act No. 12 of 2002, which entails that The Minister for Trade may by Regulation require the payment to the Registrar of Companies such fees as may be specified in the regulations in respect of

  • The performance by the Registrar of such functions under the Companies Act as may be so specified, including the receipt by him of any document which under the Act is required to be delivered to him. So, on that basis, the provision grants authority to the Minister responsible for business matters, after consulting with the Minister responsible for Finance, to waive the payment fees for the late submission of company documents and the same can be done after receiving the requests from companies for the Waiver of Fees for the Late submission of Company Documents.

Purpose of Granting the Waiver of Fees for the Late Submission of Company Documents.

  • To facilitate the updating of company information in the Online Registration System.
  • To ensure that the Online Registration system operates sufficiently.

Criteria and/or Requirements for the Waiver of Submission Fees.

Paragraph 3 of the Notice entails that the Companies that meet the requirements and/or criteria provided for in paragraph 4 of the same Notice above they will be granted a fifty percent (50%) waiver of the submission fee for the company documents submitted outside the deadline.

The Waiver of the submission fee for company documents outside the deadline is granted to: –

  • Companies registered before the year 2018, whose information has not been updated in the Online Company Registration System.
  • Application to update Company information existing in the Online Company Registration System before the date of publication of the Notice.
  • Applications to update company information in the Online Company Registration System are received online within the period of this notice.
  • Payments meet the criteria of (a). (b) or (c) that will be made within the period of this Notice.

Those are the criteria which are provided for under Paragraph 4 of the Notice of Waiver of fee for late submission of company documents, where the Minister responsible for Trade has received an application basing on the criteria and/or requirements from companies to be exempted from paying the fees for submitting company documents outside the deadline.

In conclusion, it is important for companies to take various proactive steps to ensure compliance and avoid penalties. This includes the review compliance status and identifying eligibility of the waiver when the company has not been compliant. By following these steps, companies can maximize the benefits of the waiver provision while maintaining good standing with regulatory authorities.

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