QUESTION 1

a. Three Definitions of Law

1. Law as a System of Rules
Law is a set of rules established and enforced by a governing authority to regulate human
behavior and maintain order in society.
Example in Tanzania:
• The Penal Code outlines criminal offenses and punishments, such as laws against theft
and assault.
2. Law as a Social Contract
Law represents an agreement among members of society to ensure justice and protect individual
rights. It is a framework for resolving disputes.
Example in Tanzania:
• The Law of Contract Act, which governs agreements between parties, ensuring fairness
in business transactions.
3. Law as a Reflection of Justice and Morality
Law is the application of moral and ethical principles to create a just society. It seeks to balance
individual freedom and societal good.
Example in Tanzania:
• Marriage Act No. 5 of 1971, which governs marriage and family law, reflects societal
values about relationships and family structure.

b. Differences Between Law and Morality or Science

Aspect Law Morality Science (e.g., Newton’s Laws)

Definition A set of enforceable rules by a governing authority. Standards of right and
wrong based on culture. Systematic principles explaining natural phenomena.
Source Created by legislators or judicial bodies. Derived from societal or individual beliefs.
Based on observation, experimentation, and logic.
Enforceability Enforced by courts and government institutions. No formal enforcement; relies on
conscience. Verified through experiments but not enforced.
Example The Land Act in Tanzania regulates land use. Helping the needy out of compassion.
Newton’s First Law of Motion: objects stay in motion unless acted upon.
Purpose To regulate society and ensure justice. To guide ethical behavior. To explain and
predict the behavior of matter.

Key Difference
• Law vs Morality: Law requires external enforcement by authority, while morality
depends on internal belief systems.
• Law vs Science: Law governs human interactions and is jurisdiction-specific, while
science explains universal truths about the natural world.

QUESTION 2

Functions of Law
 1. Maintenance of Order
Law provides a framework to regulate human behavior and maintain peace in society by defining
acceptable conduct and penalizing deviance.
• Example: In Tanzania, the Penal Code ensures that criminal activities such as theft or
assault are punishable, thereby deterring crime and maintaining social order.
2. Protection of Rights and Liberties
Law safeguards individual and collective rights by establishing legal protections against abuse,
discrimination, or exploitation.
• Example: The Constitution of Tanzania protects fundamental human rights, such as
freedom of expression, equality before the law, and the right to own property.
3. Resolution of Disputes
Law provides mechanisms and institutions, such as courts, to resolve conflicts between
individuals, organizations, or the government in a fair and orderly manner.
• Example: The Civil Procedure Code in Tanzania outlines the process for resolving
disputes related to contracts, property ownership, or family matters.

These functions collectively promote justice, stability, and the smooth functioning of society.

QUESTION 3

a. What Do We Mean by “Sources of Law”?

Sources of law refer to the origins or authorities from which a legal system derives its laws. These
sources provide the foundation for creating, interpreting, and applying legal rules within a
specific jurisdiction.

b. Five (5) Sources of Law Applicable in Tanzania

1. The Constitution
The Constitution is the supreme law of the land, providing the framework for governance and
outlining fundamental rights and obligations.
• Example: The Constitution of the United Republic of Tanzania, 1977, guarantees rights
such as equality before the law.
2. Statutes/Legislation
These are laws passed by Parliament or other legislative bodies. They are formal legal provisions
that govern various aspects of life.
• Example: The Land Act, 1999, regulates land ownership and use in Tanzania.
3. Case Law (Judicial Precedent)
Decisions made by higher courts become binding on lower courts and serve as a source of law.
This is especially relevant when statutes are silent or ambiguous.
• Example: A decision by the Court of Appeal of Tanzania can clarify the application of
certain statutes.
4. Customary Law
Local customs and traditions, recognized by the courts, apply in areas where they do not conflict
with statutory law.
 • Example: Customary laws govern inheritance in many rural communities in Tanzania,
especially in the absence of a will.
5. International Law
Treaties and conventions ratified by Tanzania become part of the legal framework.
• Example: Tanzania is a signatory to the United Nations Convention on the Rights of the
Child, which influences national policies and laws regarding child welfare.

c. Differences Between Principal and Delegated Legislation

Aspect Principal Legislation Delegated Legislation

Definition Laws enacted directly by the Parliament. Laws made by authorized bodies
under powers delegated by Parliament.
Authority Created by the supreme legislative body. Created by subordinate authorities, like
ministries or agencies.
Examples in Tanzania Land Act, 1999 or Education Act, 1978. Regulations under the Land Act,
issued by the Ministry of Lands.
Purpose Provides the main legal framework for a subject. Adds detailed rules or procedures to
implement principal laws.
Flexibility Requires full parliamentary process to amend. Easier to amend through
administrative procedures.

Summary
• Principal legislation lays down broad policies and general principles.
• Delegated legislation handles the practical details and facilitates efficient law
implementation.

QUESTION 4

The Constitution of the United Republic of Tanzania (URT) of 1977 (Revised Edition 2010) is
considered the fundamental source of law in the country. This status is due to several key factors:

a. Supporting the Supremacy of the Constitution

1. Supremacy Clause: While the Constitution does not explicitly contain a supremacy
clause, it implicitly establishes its authority by mandating that all state organs operate in
accordance with its provisions. Article 4(4) stipulates that each organ specified shall discharge its
functions in accordance with the Constitution, thereby ensuring that all laws and actions are
subordinate to it. 
2. Judicial Review: The Constitution empowers the judiciary to review legislation and
executive actions to ensure their compliance with constitutional provisions. This mechanism
allows courts to invalidate laws or actions that contravene the Constitution, reinforcing its
position as the supreme law.
3. Establishment of State Authority: Article 4 outlines the division of state power among
the executive, legislature, and judiciary, all of which derive their authority from the Constitution.
This framework ensures that all governmental powers are exercised within the constitutional
boundaries, underscoring its foundational role. 

b. Basic Human Rights and Duties in the Constitution

The Constitution enshrines fundamental human rights and duties to protect individual freedoms
and promote social harmony. Notable provisions include:
1. Right to Life: Article 14 guarantees every individual’s inherent right to life, prohibiting
the arbitrary deprivation of life.
2. Right to Personal Freedom: Article 15 ensures the right to personal liberty, stating that
no person shall be subjected to arbitrary arrest, detention, or exile.
3. Freedom of Expression: Article 18 provides for the freedom of opinion and expression,
including the right to seek, receive, and impart information and ideas through any media.
4. Right to Work: Article 22 affirms the right to work, entitling every citizen to equal
opportunity and the right to choose their employment.
5. Duty to Abide by the Law: Article 26 imposes a duty on every person to observe and
abide by the laws of the land, ensuring respect for the Constitution and other legal statutes.

c. Separation of Powers in the Constitution

The doctrine of separation of powers divides state authority among the executive, legislature,
and judiciary to prevent the concentration of power and safeguard democratic governance.
• Executive: Headed by the President, the executive branch is responsible for
implementing and enforcing laws. Articles 33 to 61 detail the powers and functions of the
President and the executive apparatus.
• Legislature: Comprising the Parliament, the legislative branch enacts laws. Articles 62 to
97 outline the composition, powers, and procedures of Parliament.
• Judiciary: Entrusted with interpreting laws and administering justice, the judiciary
operates independently. Articles 107A to 114 elaborate on the structure and jurisdiction of the
courts.

Article 4 of the Constitution explicitly delineates these powers, stating that the respective
authorities shall be exercised and controlled by organs established by the Constitution. This
separation ensures a system of checks and balances, preventing any single branch from usurping
total control and thereby maintaining the rule of law and protecting individual rights. 

In summary, the Constitution of the URT of 1977 (R.E 2010) serves as the cornerstone of
Tanzania’s legal system, establishing the supremacy of law, enshrining fundamental human rights
and duties, and embodying the principle of separation of powers to ensure balanced governance.

QUESTION 5

Laws are systematically categorized to facilitate understanding and application. Here are four
primary classifications, each with an associated branch:
1. Public Law: This governs the relationship between individuals and the state, focusing on
issues that affect society as a whole.
• Branch: Constitutional Law
• Description: Constitutional law deals with the fundamental principles by which a
government exercises its authority, including the rights of individuals and the structure of the
government.
2. Private Law: Also known as civil law, this governs relationships between individuals or
organizations, emphasizing private rights and obligations.
• Branch: Contract Law
• Description: Contract law pertains to the formation and enforcement of agreements
between parties, ensuring that promises made are legally binding and enforceable.
3. Criminal Law: This classification addresses behaviors that are offenses against the
public, state, or society, even if the immediate victim is an individual.
• Branch: Penal Law
• Description: Penal law defines specific crimes and prescribes punishments, aiming to
deter wrongful conduct and maintain public order.
4. International Law: This governs the relationships between nations and international
entities, establishing guidelines and agreements that transcend national boundaries.
• Branch: International Human Rights Law
• Description: International human rights law focuses on protecting individuals’ rights on
a global scale, setting standards that countries are encouraged to uphold.

These classifications help in organizing the legal system, ensuring clarity and order in the
application and interpretation of laws.

QUESTION 6

The most appropriate form of business organization for Joseph Makini and Donatila Ndyanabo is
a Partnership or a Limited Liability Partnership (LLP). This structure is particularly suitable for
professionals like accountants, offering flexibility, limited liability (if LLP), and alignment with their
goals.

Reasons for Choosing a Partnership/LLP

1. Flexibility in Profit and Loss Sharing
• In a partnership, the partners can agree on profit-sharing ratios irrespective of capital
contributions.
• For example, while Mr. Makini contributes more capital, they can allocate profits in a
way that considers both his investment and Ms. Ndyanabo’s professional expertise.
2. Choice of Name
• Partnerships can use the names of partners in their business name, such as Makini &
Ndyanabo Associates. This is allowed under Tanzania’s Business Names (Registration) Act.
3. Ease of Formation and Operation
• Forming a partnership is relatively straightforward, requiring registration with the
Registrar of Business Names.
• If they choose an LLP, it offers the added benefit of limited liability while retaining the
operational simplicity of a partnership.
4. Professional Practice Compliance
• As certified public accountants, a partnership structure aligns with the National Board
of Accountants and Auditors (NBAA) regulations.
• Accountants are often restricted from forming corporations, making partnerships or
LLPs a preferred choice.
5. Dissolution and Return of Capital
• A partnership agreement can address how capital contributions are returned upon
dissolution, accommodating their unequal contributions.
• For example, Mr. Makini could receive his proportional capital (Tsh. 50,000,000 and
office space value) and Ms. Ndyanabo her laptop’s value.

Legal Considerations
1. Capital Contribution
• The partnership agreement should clearly state the value of each partner’s
contribution: Tsh. 50,000,000 and office space for Mr. Makini and Tsh. 800,000 (laptop) for Ms.
Ndyanabo.
• The agreement should specify how future additional contributions or liabilities will be
handled.
2. Profit and Loss Sharing
• The agreement can stipulate that profits be split in a way reflecting their contributions,
efforts, or roles in the business.
• For example, 70:30 in favor of Mr. Makini, considering his higher capital contribution.
3. Dissolution and Return of Capital
• The partnership agreement should outline the procedure for returning capital in case of
dissolution, ensuring fairness despite unequal contributions.
4. Name Selection
• They should ensure that the chosen name complies with professional regulations under
the Business Names (Registration) Act and Accountants and Auditors (Registration) Act.

Key Advantages of an LLP (If Chosen)

• Limited Liability: Personal assets of partners are protected from business debts.
• Separate Legal Entity: The LLP can own property, enter contracts, and sue or be sued in
its own name.
• Professional Alignment: LLPs are commonly used by accountants, lawyers, and other
professionals.

By forming a Partnership or an LLP, Joseph Makini and Donatila Ndyanabo can establish a
structure that meets their business needs while adhering to legal and professional requirements
in Tanzania.

QUESTION 7

Here is an explanation of the advantages and disadvantages of various forms of business

organizations:

1. Sole Proprietorship

A business owned and operated by one individual.

Advantages:
• Ease of Formation: Simple and inexpensive to start and operate.
• Full Control: The owner makes all decisions and retains all profits.
• Minimal Regulation: Fewer legal and regulatory requirements.
• Tax Benefits: Profits are taxed as personal income, avoiding corporate tax rates.

Disadvantages:
• Unlimited Liability: The owner is personally liable for business debts.
• Limited Resources: Limited capital and borrowing capacity.
• Lack of Continuity: The business ceases to exist upon the owner’s death or incapacity.
• Limited Expertise: Reliance on the owner’s skills and knowledge.

2. Partnership

A business owned by two or more individuals sharing profits, losses, and management
responsibilities.

Advantages:
• Ease of Formation: Simple and cost-effective to establish.
• Shared Resources: Partners contribute capital, skills, and expertise.
• Flexibility: Profit and loss-sharing can be customized in a partnership agreement.
• Minimal Regulation: Less regulatory oversight compared to corporations.

Disadvantages:
• Unlimited Liability: Partners are personally liable for business debts (except in Limited
Liability Partnerships).
• Conflict Potential: Disputes may arise between partners over decisions and profit-
sharing.
• Lack of Continuity: The partnership may dissolve if a partner withdraws or dies.
• Shared Profits: Profits are divided among partners, reducing individual earnings.

3. Limited Liability Company (LLC)

A hybrid business structure offering limited liability while retaining operational flexibility.

Advantages:
• Limited Liability: Owners are not personally liable for business debts.
• Separate Legal Entity: The business can own property and enter contracts
independently.
• Tax Flexibility: Avoids double taxation as profits are taxed at the individual level.
• Operational Flexibility: Less rigid than corporations in management and decision-
making.

Disadvantages:
• Complex Formation: Requires more paperwork and formalities than sole
proprietorships or partnerships.
• Costs: Registration and maintenance costs are higher.
• Limited Life: In some jurisdictions, the LLC may dissolve upon the departure or death of
a member.
• Legal Obligations: Subject to ongoing reporting and compliance requirements.

4. Corporation (Limited Company)

A business registered as a separate legal entity owned by shareholders.

Advantages:
• Limited Liability: Shareholders are only liable up to the amount they invested.
• Perpetual Existence: The corporation continues to exist regardless of changes in
ownership.
• Access to Capital: Can raise funds by issuing shares or bonds.
• Professional Management: Often managed by a board of directors and officers.

Disadvantages:
• Complex Formation: Requires more documentation and regulatory compliance.
• Double Taxation: In some cases, corporate profits and dividends are taxed separately.
• Regulatory Oversight: Subject to strict legal and reporting requirements.
• Costs: High formation and operational costs.

5. Cooperative

A member-owned business that operates for the benefit of its members.

Advantages:
• Democratic Management: Each member has equal voting rights.
• Shared Benefits: Profits and benefits are distributed among members.
• Limited Liability: Members are not personally liable for debts.
• Social Impact: Often focused on community development.

Disadvantages:
• Limited Resources: Capital raising may be challenging.
• Inefficiency: Decision-making can be slow due to democratic processes.
• Lack of Expertise: Members may lack professional management skills.
 • Profit Distribution: Shared profits may discourage high individual performance.

6. Joint Venture

A business arrangement where two or more parties collaborate for a specific project or purpose.

Advantages:
• Shared Resources: Combines expertise, capital, and resources of partners.
• Risk Sharing: Risks are distributed among the parties.
• Flexibility: Designed for specific projects or timeframes.

Disadvantages:
• Conflict Potential: Differences in objectives or management styles can lead to disputes.
• Uncertain Duration: Often temporary and lacks continuity.
• Complex Agreements: Requires a clear agreement to define roles, responsibilities, and
profit sharing.

Summary

The choice of business organization depends on factors such as liability, capital, control, taxation,
and the nature of the business. Each type has its strengths and weaknesses, and the right choice
depends on the business’s goals and resources.

QUESTION 8

Certainly! Let’s delve into each of your questions:

1) What is a Partnership and how does it differ from a Company registered under the Companies
Act?

A partnership is a business arrangement where two or more individuals (partners) share

ownership, profits, losses, and management responsibilities. In contrast, a company registered
under the Companies Act is a separate legal entity distinct from its shareholders, with its own
rights and obligations.

Key Differences:
• Legal Status: A partnership does not have a separate legal identity; partners are
personally liable for the firm’s obligations. A company is a separate legal entity, providing limited
liability protection to its shareholders.
• Liability: Partners in a partnership have unlimited liability, meaning personal assets can
be used to settle business debts. Shareholders of a company have limited liability, restricted to
their investment in the company.
• Formation and Regulation: Partnerships are generally easier and less costly to form,
with fewer regulatory requirements. Companies require formal registration under the Companies
Act, adherence to statutory regulations, and compliance with corporate governance standards.
• Continuity: Partnerships may dissolve upon the death or withdrawal of a partner,
affecting business continuity. Companies enjoy perpetual succession; changes in ownership do
not impact their existence.
• Management and Decision-Making: In partnerships, partners typically manage the
business directly. Companies have a structured management hierarchy, often with a board of
directors overseeing operations.

2) Explain the mutual rights and duties of Partners. What is the nature and extent of a partner’s
authority to bind the firm by his acts? What are the different ways in which a Firm may be
dissolved?

Mutual Rights and Duties of Partners:

Partners can determine their mutual rights and duties by a contract called a partnership deed,
which outlines aspects of general administration, such as each partner’s role, profit-sharing
ratios, and responsibilities. This agreement can be varied by express or implied consent of all the
partners. 

Authority of a Partner:

Each partner acts as an agent of the firm and has the authority to bind the firm and other
partners by their actions, provided these actions are within the ordinary course of the firm’s
business. This means that any contract entered into by a partner in the firm’s name, relating to its
usual business activities, is legally binding on all partners. However, if a partner acts outside the
scope of the firm’s business or without proper authority, the firm may not be bound by such acts.

Dissolution of a Firm:

A partnership firm can be dissolved in several ways:

• Mutual Agreement: All partners agree to dissolve the firm.
• Expiration: The partnership was formed for a specific duration or purpose, and the time
period has expired, or the purpose has been achieved.
• Death or Insolvency: The death or insolvency of a partner can lead to dissolution,
depending on the partnership agreement.
• Court Order: A court may order dissolution if it deems it just and equitable, such as in
cases of partner misconduct or persistent breaches of the partnership agreement.
• Notice of Dissolution: In partnerships at will, any partner can dissolve the firm by giving
notice to the other partners.

3) The general principle in Company law is that after registration, a Company becomes a juristic
(Legal) person separate from its members. There are however situations in which the general
principle does not apply or is ignored. Discuss.
Upon incorporation, a company acquires a separate legal personality, meaning it is distinct from
its shareholders and directors. This principle, known as the “corporate veil,” grants the company
rights and liabilities independent of its members. However, in certain circumstances, courts may
“pierce” or “lift” the corporate veil, disregarding the company’s separate legal personality to hold
its members personally liable.

Situations Where the Corporate Veil May Be Pierced:

• Fraud or Improper Conduct: If individuals use the company structure to perpetrate
fraud, evade legal obligations, or engage in wrongful conduct, courts may hold them personally
accountable. For instance, in cases where the company’s separate legal personality has been
abused to commit fraud, dishonesty, or improper conduct, courts have intervened to attribute
liabilities to the responsible individuals. 
• Avoidance of Legal Duties: When the company is used to circumvent legal
responsibilities or statutory obligations, such as evading taxes or contractual duties, the veil may
be lifted to enforce compliance.
• Agency or Alter Ego: If a company operates merely as an agent or “alter ego” of its
shareholders, lacking independent will or existence, courts may treat the acts of the company as
those of the individuals controlling it.
• Undercapitalization: Establishing a company with insufficient capital to meet its
prospective liabilities, intending to shield oneself from future debts, can lead courts to pierce the
corporate veil.
• Statutory Provisions: Certain laws may specifically provide for the lifting of the
corporate veil in defined situations, such as during investigations into anti-competitive practices
or insolvency proceedings.

It’s important to note that piercing the corporate veil is an exceptional remedy, applied sparingly
by courts when adherence to the separate legal personality principle would result in injustice or
be contrary to public interest.

In summary, while incorporation provides a company with a separate legal identity, protecting its
members from personal liability, this protection is not absolute. Courts may intervene to prevent
misuse of the corporate form, ensuring that the principle of separate legal personality is not
exploited to justify wrongful or fraudulent activities.