CHAPTER 404
">NATIONAL BANK OF COMMERCE (REORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT

[PRINCIPAL LEGISLATION]

ARRANGEMENT OF SECTIONS

   Section

Title

PART I
PRELIMINARY PROVISIONS

   1.   Short title.

   2.   Application.

   3.   Interpretation.

PART II
THE CONSOLIDATED HOLDING CORPORATION

   4.   Establishment of the Corporation.

   5.   Duration of Corporation.

   6.   Functions and resources of the Corporation.

   7.   Management of the Corporation.

   8.   Power of the Corporation in relation to residual assets.

PART III
REORGANISATION AND VESTING PROVISIONS

   9.   Former bank to cease operation.

   10.   Vesting of assets and liabilities of former bank into new entities.

   11.   Entertainment of a suit, claim or matter in court.

PART IV
CONSEQUENTIAL AND TRANSITIONAL PROVISIONS

   12.   Transitional period.

   13.   Transition Management Committee.

   14.   Provisions concerning instruments.

   15.   Provisions regarding employees of former bank.

   16.   Provisions applicable to transferred staff.

   17.   Continuation and completion of disciplinary proceedings.

   18.   Taxation.

   19.   [Repeal of Act No. 1 of 1967.]

   20.   Savings.

SCHEDULES

CHAPTER 404
THE NATIONAL BANK OF COMMERCE (REORGANISATION AND VESTING OF ASSETS AND LIABILITIES) ACT

An Act to provide for the reorganisation of the National Bank of Commerce, to vest its assets and liabilities into designated new entities and to provide for other related transitional matters.

[1st October, 1997]
[s. (2)]

Acts Nos.
23 of 1997
10 of 2000
10 of 2001
9 of 2002

PART I
PRELIMINARY PROVISIONS (ss 1-3)

1.   Short title

   This Act may be cited as the National Bank of Commerce (Reorganisation and Vesting of Assets and Liabilities) Act.

2.   Application

   (1) This Act shall apply to Tanzania Zanzibar as well as to Mainland Tanzania.

   (2) Upon attainment of the privatization of the Bank and upon the Government becoming a minority shareholder, or no longer a shareholder, the provisions of this Act, other than the provisions of sections 1, 2, 3, 4 and 5, shall cease to apply to the Bank.

3.   Interpretation

   (1) In this Act, unless the context requires otherwise–

   "assets" means property, real and personal, of every kind including–

   (a)   rights under contract and agreement;

   (b)   money, books, books of accounts, records and goodwill;

   (c)   all other rights, interest and claims in or to, real or personal property whether liquidated or unliquidated, certain or contingent, accrued or accruing;

   "Bank" means the Bank of Tanzania established by the Bank of Tanzania Act *;

   "the banking law" means the Banking and Financial Institutions Act *;

   "Board" means the Board of Directors of the Corporation established by section 7;

   "Bureau" means the National Bureau de Change Limited;

   "Commission" means the Parastatal Sector Reform Commission established by the Public Corporations Act *;

   "Committee" means the Transition Management Committee established by section 12;

   "Company" means the NBC (1997) Limited;

   "Corporation" means the Consolidated Holding Corporation;

   "designated new entity" means the Company, the NMB, the Bureau or the Corporation;

   "effective date" means the 1st day of October, 1997;

   "former bank" means the bank established by the National Bank of Commerce (Establishment and Vesting of Assets and Liabilities) Act *;

   "instrument" includes a contract, a guarantee, an agreement including a mortgage, charge, bill of exchange, promissory note, bank draft, bank cheque, letter of credit or any other security;

   "liabilities" means debts, charges, duties and all obligations of every description under contract or agreement including savings and deposits of all kinds, whether present or future, actual or contingent, and whether payable, to be observed or performed in the United Republic or elsewhere; but does not include any liability in respect of taxation under any law in force in the United Republic;

   "Minister" means the Minister for the time being responsible for finance;

   "the NMB" means the National Microfinance Bank required to be established by the National Microfinance Bank Limited Incorporation Act *;

   "residual assets" means the assets of the former bank which are not vested in the company or the NMB;

   "rights" means rights, powers, privileges, and immunities, whether actual, contingent or prospective;

   "securities" includes–

   (a)   debentures, stock, shares, bonds or notes issued or proposed to be issued by the Company or the NMB and any right, warrant or option in respect of it;

   (b)   treasury bonds or other loan instrument of the Government;

   (c)   rights or interests, whether described as units or otherwise under any unit trust;

   (d)   such other instruments as the Minister may, by notice published in the Gazette, prescribe.

   "specified branches" means the branches of the former bank specified in the First Schedule to this act which are to constitute the Company or the NMB; or the Bureau;

   "transition period" means the transition period referred to in section 11;

   "vesting date" means the date on which assets and liabilities to which the former bank was entitled or subject to, are transferred to and vested in the Company, the NMB or the Corporation, as the case may be.

   (2) The Minister may, upon advice by the Committee and at any time not later than the end of the transitional period, by order published in the Gazette, amend, add to, vary or alter the disposition of the specified branches in the First Schedule to this Act.

PART II
THE CONSOLIDATED HOLDING CORPORATION (ss 4-8)

4.   Establishment of the Corporation Act No. 10 of 2000 Sch.">

   (1) There is hereby established a corporation to be known as the Consolidated Holding Corporation.

   (2) The Corporation shall be a body corporate and shall–

   (a)   have perpetual succession and a common seal;

   (b)   in its corporate name be capable of suing and being sued;

   (c)   subject to this Act, be capable of purchasing and otherwise acquiring or alienating any movable or immovable property.

5.   Duration of Corporation

   (1) The Corporation shall continue in existence for such time as there remain undischarged assets and liabilities of the former bank but shall in any case not continue in existence beyond five years from the effective date unless within a period of up to six months prior to the date of its cessation of operations, the Corporation is granted a new lease of life by a resolution in that behalf passed by the National Assembly.

   (2) For the purposes of terminating the business of the Corporation in pursuance of subsection (1), the Minister shall make a dissolution order to be published in the Gazette, dissolving the Corporation and providing for the transfer of any assets and liabilities back to the Treasury Registrar and for all other matters relevant to the dissolution of the Corporation.

6.   Functions and resources of the Corporation Act No. 10 of 2000 Sch.">

   (1) As from the effective date, it shall be the duty of the Corporation–

   (a)   to carry on, in relation to the company and the NMB, the business of a holding company and the business of an investment Company;

   (b)   to acquire and hold, on behalf of the Treasury Registrar, controlling and other interests in the share or loan capital in the Company;

   (c)   to take over the assets and liabilities and continue the business of the former bank which are not vested in the Company or the NMB or the Bureau;

   (d)   to receive and discharge all claims against the former bank which are not vested in the Company or the NMB;

   (e)   to do any other act or thing which the Minister may, upon advice by the Committee, by notice in the Gazette determine as being a function of the Corporation.

   (2) The Minister shall, within two months after the vesting date, make regulations to be published in the Gazette further directing the Corporation as to the performance of its functions under this Act.

   (3) The funds and resources of the Corporation shall consist of–

   (a)   such sums as may be granted by Parliament for the Corporation;

   (b)   retention of such percentage as may be approved by the Minister of each sum collected by the Corporation in the course of discharging its functions in relation to the residual assets and liabilities of the former bank.

7.   Management of the Corporation

   (1) There shall be a Board of Directors of the Corporation which shall, subject to this Act, carry out the functions and manage the affairs of the Corporation.

   (2) The Board shall consist of a Chairman who shall be appointed by the President, and five other members who shall be appointed by the Minister.

   (3) The provisions of the Second Schedule to this Act, shall have effect as to the constitution and proceedings, of the Board and other matters in relation to the Board.

   (4) The Minister may on the recommendation of the Board by order published in the Gazette vary or replace all or any of the provisions of the Second Schedule to this Act.

   (5) The members of the Board shall be entitled to such remuneration, fees or other allowances for expenses as the Minister may, upon the recommendation of the Board from time to time determine.

   (6) The President shall appoint a Director-General of the Corporation who shall be the chief executive officer of the Corporation.

   (7) The Board may from time to time appoint such number of other employees of the Corporation as it may deem necessary for the proper and efficient conduct of the business and activities of the Corporation, and in particular the efficient and effective discharge of matters connected with the residual assets of the former bank.

8.   Power of the Corporation in relation to residual assets

   Subject to the provisions of this Act, to the directions of the Minister and to any instruction which may be given by the Committee, the Corporation shall have and exercise in relation to all the residual assets and liabilities all the powers that the former bank had in relation to them.

PART III
REORGANISATION AND VESTING PROVISIONS (ss 9-11)

9.   Former bank to cease operation

   (1) With effect from the time at which the specified branches close for business on the 30th day of September, 1997, the former bank shall cease to carry on any business of any kind.

   (2) The former bank shall, for the purposes of this Act, be and be deemed to have been dissolved with effect from the effective date.

   (3) With effect from the effective date, the former bank shall be reorganised and its affairs and business shall be taken over and conducted by persons specified by and in accordance with the provisions of–

   (a)   this Act;

   (b)   [Repeals the NBC (1997) Ltd Incorporation Act *.];

   (c)   the National Microfinance Bank Limited Incorporation Act *.

10.   Vesting of assets and liabilities of former bank into new entities

   (1) Consequent upon the split of the former bank into the Company, the NMB and the Corporation, all the assets and the liabilities relating to banking business, to which the former bank was entitled or subject, immediately before the vesting date shall, with effect from the 1st day of October, 1997, by virtue of this section and without further assurance–

   (a)   in respect of the banking business in the specified branches constituting the Company, be transferred to and vest in the Company;

   (b)   in respect of the banking business in the specified branches constituting the NMB, be transferred to and vest in the NMB;

   (c)   in respect of the business of the Bureau, be transferred to and vest in the National Bureau de Change Limited;

   (d)   in respect of the business of the Karadha Company Limited be transferred to and vest in the Corporation;

   (e)   in respect of non-banking assets and liabilities and all other assets, liabilities and business of the former bank not transferred and vested by paragraph (a), (b), (c) or (d) of this subsection, be transferred to and vest in the Corporation.

   (2) The Minister shall within not more than twelve months from the vesting date and upon advice by the Committee, by notice published in the Gazette, determine the assets and liabilities allocated to the Company, the NMB the Bureau and the Corporation respectively.

   (3) It is hereby declared for the avoidance of doubt that, any reference in this Act or in any subsidiary legislation made under it–

   (a)   to property of the former bank or any of its subsidiary companies, is a reference to its property whether situated in the United Republic or elsewhere; and

   (b)   to the rights or liabilities of the former bank or any of its subsidiary companies, is a reference to the rights to which it is entitled or, as the case may be, to the liabilities to which it is subject, whether under the law of the United Republic of Tanzania Zanzibar or of any other jurisdiction outside the United Republic.

   (4) The liabilities to which this section applies shall, as from the vesting date, be deemed to be liabilities of the Company, the NMB the Corporation, and the former bank shall be discharged from its obligations in respect of every such liability.

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