# Verification record — `tz/brela/company-registration-form-14a` v1.0.0 This file is the **source-review record** for this document version, per the [`manual-source-review-v1`](../../../../../practices/manual-source-review-v1.md) practice. ## Current claim - **`status`:** `draft` - **`verification.method`:** `manual-source-review-v1` - **`verification.lastVerifiedAt`:** `2026-07-15` ## Why this schema and why now (GOV-3113) GOV-3113 is a child issue of GOV-3109, itself delegated during the GOV-3104 "GovSchema Standard Research" cycle (Pakistan's FBR IT-1B, which opened Pakistan's Taxes vertical). GOV-3109's own scouting pass found this Tanzanian BRELA form — HTTP 200, no login/CAPTCHA gate, a genuine multi-page native text-layer PDF — as a strong, unauthored candidate, and delegated it as GOV-3113 rather than authoring it inline. This cycle re-derived everything from scratch rather than trusting that prior scouting note as-is, per this registry's standing convention. ## Sources examined - **Document `(id, version)`:** `tz/brela/company-registration-form-14a` / `1.0.0` - **Spec version:** GovSchema `0.3.0` - **Authority:** Business Registrations and Licensing Agency ("BRELA"). - **Primary source:** - Form file: — fetched directly this cycle: **HTTP 200**, content-type `application/pdf`, **263,198 bytes**, sha256 `d0535d301c8764d40a4a0abec116f4c00e07d2ce544f489908788b7b1633fc35`. - A genuine **3-page** native text-layer PDF, confirmed via `pdfjs-dist`'s `getTextContent()` (not a scanned image); `getAnnotations()` returned **zero** widgets on all 3 pages — no `/AcroForm`, a fill-in-the-blank dotted-line template, not an interactive PDF form. - Every line of every page was extracted and read in full (line-grouped by `y`-coordinate, then cross-checked against a raw `x`/`y` per-glyph dump). - The AUTHORISED SHARE CAPITAL table (page 2) required a further coordinate-level pass: a 2.5×-scale `node-canvas` render of page 2 was pixel-scanned for dark horizontal/vertical rule lines, locating 6 column boundaries at `x = 1, 145, 295, 478, 710, 941, 1227`px and 3 row boundaries. This confirmed the table's 2-line-wrapped header ("Type of / Shares", "Class of / shares", "Total Number of / shares", "Value", "Aggregate nominal / value", "Currency" with a fixed, already-printed "TZS" directly beneath it) sits over one blank data row and one further "Total" row (whose own label sits inside the 4th column's `x`-range, with a second fixed "TZS" beneath the Currency column). Modeled as 5 fill-in fields (type of shares, class of shares, total number of shares, aggregate nominal value, total value) — the "Currency" cells are a printed constant (`TZS`), not applicant input, so no separate currency field was added. - The SHAREHOLDER 2 block (page 3) prints its field labels **without** the trailing dotted-blank glyphs every other block on the form has (e.g. `"National ID/Passport No:"` with no `……………` after it, vs. Shareholder 1's `"National ID/Passport No: ………………………………………………………………….` on page 2). A `Warning: TT: undefined function: 32` surfaced from `pdfjs-dist`'s font-glyph path generator while rendering that page — traced to character code **32 (space)**, not to any of the printed labels, ruling out silent text loss as the explanation. Treated as a pagination/layout artifact (the block ran out of vertical room for the dots, not a content difference): Shareholder 2's field set was cross-checked field-for-field against the identically-labeled Shareholder 1 block rather than relying on the missing dots. - Full-text grep of the extraction for `attach`, `enclos`, `copy of`, `certificate`, and `document` returned **zero matches** — the form itself prints no enclosures/supporting-documents list anywhere in its 3 pages, unlike e.g. Pakistan's SECP Form-1. `documents[]` is therefore **not modeled** in this schema, rather than fabricating a generic placeholder entry. - **Corroborating source 1 — the Companies Act itself, Cap. 212** (also BRELA-hosted): — fetched directly this cycle: HTTP 200, sha256 `9c75e2d0623454942a535e5cddd22898683da877c3f7cbfd5e9a81f1196ef0fd`, 336 pages, extracted via `pdfjs-dist` and grepped for cardinality rules. Found and read in full: - **Section 186:** "Every company shall have at least two directors." - **Sections 26–27:** a company whose membership falls below two members exposes its officers to personal liability for the company's debts after six months of continuing to trade below that threshold; the Act's own definition of "private company" (s.27) contains **no** single-member carve-out. - **Section 187:** "Every company shall have a Secretary" — stated as a blanket requirement, not limited to public companies; s.187(2)'s extra qualification-standard language is specific to *public* company secretaries, not a carve-out from the base requirement. These three sections together directly explain the form's own fixed layout — exactly two Director blocks, exactly two Shareholder blocks, and exactly one Company Secretary block — as statutory minimums, not merely a print-space convention. This reversed an initial UK/Kenya-style assumption (where private companies may have a single director/member and no mandatory secretary) that the second-occurrence blocks should be modeled optional. - **Corroborating source 2 — a 2021 amendment note**: — fetched directly this cycle: HTTP 200. Describes the Written Laws (Miscellaneous Amendments) (No. 3) Act, 2021's changes to **section 14(2) of the Companies Act** — the exact section this form itself cites ("Pursuant to section 14(2) Companies Act Cap. 212") — adding National Identification Number, Taxpayer Identification Number ("where applicable"), email address, telephone, and passport (for foreigners) as required particulars. This matches the form's own field set closely and is the basis for modeling every TIN field (company, and each director's/secretary's own TIN) as `required: false`: the amendment's own qualifier signals a TIN will not always exist at filing time. It also confirms the 2021 amendment preserved, not repealed, the mandatory Secretary requirement — it eased only a private company secretary's professional-qualification standard relative to a public company's. ## Scope decisions Form 14a is a fixed, non-repeating template — every block on it (Applicant, Company Information, Registered Office, Business Activities, both numbered Directors, the Company Secretary, the Authorised Share Capital table, and both numbered Shareholders) appears exactly once or exactly twice, printed directly on the form itself. No fields were descoped for repeating-group reasons (unlike, e.g., Nepal's OCR or Pakistan's SECP schemas), so this version models the **whole form**: 1. **Both Director blocks and both Shareholder blocks are modeled `required: true`**, not optional, per the Companies Act corroboration above (ss. 26–27, 186). The Company Secretary block is likewise modeled `required: true`, per s.187. 2. **Every TIN field is `required: false`** ("where applicable", per the 2021 amendment note corroborating source). 3. **`trackingNumber`, `incorporationNumber`, and `incorporationDate` are modeled `required: false`.** Unlike every other blank on the form, these read as BRELA/ORS-system-assigned references rather than applicant input — an incorporation number/date logically cannot exist before the very registration this form applies for is granted. 4. **`companyType` and both `Gender` fields are modeled as free-text `string`, not `enum`** — the form prints only a blank dotted line for each, with no accompanying option list, matching this registry's established practice of not fabricating enum values a source does not itself enumerate. 5. **`businessActivitiesDescription` is modeled as a single field**, even though the form gives 4 dotted lines of writing space (1 labeled line plus 3 blank continuation lines) — this is continuation space for one free-text answer, not 4 distinct labeled fields. 6. **The Authorised Share Capital table is modeled as 5 fields** (type of shares, class of shares, total number of shares, aggregate nominal value, total value), reflecting the single blank data row the table's own printed structure provides (see coordinate analysis above). The table's "Currency" column, fixed to `TZS` in both the header and the Total row, is documented in each amount field's own description rather than modeled as a separate currency field, since it is a printed constant, not applicant input. 7. **The end-of-form Director/Company-Secretary signature, date, and seal-or-stamp lines are out of scope** — a physical wet-signature/seal attestation mechanism, not data fields, consistent with this registry's treatment of physical-signature-only blocks elsewhere (e.g. Pakistan's SECP Form-1 witness-signature exclusion). 8. **No `documents[]` is modeled** — the form's 3 pages print no enclosures/attachments list and no "attach"/"copy of" instruction anywhere (confirmed by a full-text grep of the extraction), so no `documents[]` entry is fabricated. `documents` is optional per `spec/v0.3/govschema.schema.json`'s own top-level `required[]` list, and several existing schemas in this registry omit it for the same reason. ## Conformance fixtures (Phase 3) 6 fixtures committed under `conformance/tz/brela/company-registration-form-14a/1.0.0/`: 1 valid scenario (a private company with two directors — the second not empowered to update ORS data — a company secretary, and two shareholders splitting 100,000 authorised shares 60,000/40,000) plus 5 mutation-control fixtures, each derived from the valid fixture by a single targeted mutation. All 6 were run against a from-scratch, ephemeral field-by-field conformance checker (derived directly from this schema's own `fields[]`/`required`/ `validation` rules, not committed to the repo) before being finalized: - `valid-two-director-two-shareholder-with-secretary.json` — **0 errors**. - `mutation-control-missing-required-field.json` (drops `companyName`) — **exactly 1 error**. - `mutation-control-invalid-date-format.json` (sets `applicantDateOfBirth` to `12/06/1985`, not ISO 8601) — **exactly 1 error**. - `mutation-control-negative-share-count.json` (sets `shareholder1NumberOfShares` to `-500`, violating `minimum: 1`) — **exactly 1 error**. - `mutation-control-invalid-email-pattern.json` (sets `director1Email` to `"not-an-email"`) — **exactly 1 error**. - `mutation-control-missing-second-director-name.json` (drops `director2Name`, the statutory-minimum-grounded second director block) — **exactly 1 error**, confirming the second Director block is enforced as required, not optional. ## An inaccuracy caught before committing An early draft treated the second Director block, the second Shareholder block, and the Company Secretary block as `required: false` by default, reasoning from UK/Kenya-style Companies Act norms where a private company may have a single director/member and no mandatory secretary. Fetching and reading the Companies Act, Cap. 212 itself (the same BRELA-hosted primary source) directly contradicted this: s.186 fixes a minimum of **two** directors for every company, ss.26–27 treat two members as the ordinary minimum with no single-member carve-out, and s.187 mandates a Secretary for every company. All three blocks were corrected to `required: true` before this version was finalized. ## Structural validation - `node tools/validate.mjs registry/tz/brela/company-registration-form-14a/1.0.0/schema.json` — **ok**. - `node tools/validate-ajv.mjs registry/tz/brela/company-registration-form-14a/1.0.0/schema.json` (ajv 2020-12 against `spec/v0.3`) — **ok**. - Full-registry re-run after adding this document: `node tools/validate.mjs` → **470/470** (up from 469/469 before this document); `node tools/validate-ajv.mjs` → **470/470**. - `node tools/verify-sources.mjs` — clean (no FAIL/WARN on this document's changed files). - `npm run build-index` re-run in `tools/govschema-client/` to regenerate `registry-index.json` with this document included. ## Maturity `structural-reference`: the source PDF's own printed structure is fully transcribed from the genuine, currently-served official statutory form (a fill-in-the-blank template, not an interactive form), corroborated against the Companies Act, Cap. 212 itself for cardinality, but no live filing through BRELA's Online Registration System (ORS) was attempted. GovSchema is an independent, non-profit standards body and is not affiliated with, endorsed by, or operated by the Government of Tanzania or BRELA.