Charter of the Zanzibar Digital Free Zone

Article 1Title of the Regulation

This Regulation shall be cited as "Our World Zanzibar, Regulation No. 1 of 2025, Zanzibar Digital Free Zone Charter (OWZ REG/ZDFZ/01/2025)," or herein, as "the Charter."

Article 2Definitions

The following words and expressions, where mentioned in this Charter, shall have the meanings below.

1. Circulars are communications issued that clarify, interpret or update Regulations and Rules of the Zanzibar Digital Free Zone (the "Zone").
2. Digital or Electronic Signature is an electronic sound, symbol, or process that, through technical means, communicates and records a legal or natural person's expression of intent to accomplish and memorialize the matters to which the Signature is attached or associated.
3. Digital Asset is the virtual or electronic representation of value — whether real or digital. Digital Assets constitute property capable of being owned, transferred, secured and utilized for payment, investment or other purposes.
4. Digital Free Zone is a virtual and physical ecosystem, created under authority of Zanzibar Investment Law, within which individuals and business entities involved in digital services, technology, and innovation operate under regulations designed to stimulate growth of a digital economy through providing tax incentives, a simplified regulatory framework, security and transparency.
5. Digital Nomad is a Digital Resident, as that term is defined and applied in this Charter and any subsequent Regulations, Rules and Circulars.
6. Digital Resident (or "Digital Nomad") is the digital or virtual representation of a natural or legal person ("User"), registered and classified as a Digital Resident. A Digital Resident is a legally distinct, digital body corporate, representing a single, indivisible User or Foreign Entity, with the legal capacity to assume obligations and incur liabilities. A Digital Resident is authorized to access a limited set of tools and services within the Zone, which shall be further defined by the Regulator.
7. Explorer is a Zone Company, as that term is defined and applied in this Charter and any subsequent Regulations, Rules and Circulars.
8. Financial Services are those services related to the management, investment, transfer, fiduciary holding, and lending of value, which can include both traditional assets (including so-called "fiat" currency) and "virtual" or digital assets. These services include, inter alia, insurance, payment processing, digital payment systems, depository services, investment management, financial advisory services, and fintech services that facilitate financial transactions, asset management, credit, currency exchange, and capital markets activities.
9. Licensed Services include any service provided to Digital Residents or Zone Companies for which a license is required under this Charter.
10. OurWorld Zanzibar ("OWZ") is a Joint Venture Company and Public Private Partnership between the Zanzibar Communication Corporation ("ZICTIA") and Our World Holding (GBC, Mauritius), registered under the laws of Zanzibar (Registration No. Z0000246780) and established in order to act as the Regulator of the Zanzibar Digital Free Zone, as authorized by Presidential Designation of Special Economic Zone, reflected in Legal supplement (Part II) to the Zanzibar Government Gazette, Vol. CXXXIII No. 7294, p. 649 (6 December 2024) (hereinafter, "SEZ Designation (2024)").
11. Regulated Entity or Entities shall include Digital Residents and Zone Companies, as are recognized and defined under this Charter.
12. Regulations are binding, authoritative instruments issued that have the force of law within the Zone. Any violation of Zone Regulations shall subject the Regulated Entity to penalties as defined by the Regulator or its Subsidiary Bodies.
13. Regulator is OurWorld Zanzibar, or "OWZ."
14. Rules provide instructions, guidelines or procedures required for implementing Regulations including with regard to registration process, service fees and fines, and the issuance of licenses.
15. Subsidiary Bodies include the Dispute Resolution Mechanism, and any other bodies created within the OWZ corporate structure by OWZ which, in its role as Regulator, it has determined necessary for the efficient functioning and growth of the Zone.
16. Terms of Use is a legally binding agreement between a User and the Regulator, including its Subsidiary Bodies, governing all User activity in the Zone.
17. Tax Administrations means the Tanzania Revenue Authority ("TRA") and the Zanzibar Revenue Authority ("ZRA"), as the case may be.
18. User is a natural person who registers a Digital Resident within the Zone through, inter alia, accepting the obligations assumed under the Zone Terms of Use.
19. Ventures are commercial enterprises established within the Zone by the "Venture Creator."
20. Venture Creator is a Subsidiary Body of Our World Zanzibar which will build new Ventures within the Zone by generating business ideas, directing strategy, and providing resources, such as capital, infrastructure and mentorship.
21. Zanzibar Digital Free Zone ("Zone") is a Digital Free Zone within the meaning of Article 39 of the Zanzibar Investment Act of 2023 and designated by the President of Zanzibar and Chairman of the Revolutionary Council ("the President") by the SEZ Designation (2024), the functions, characteristics and powers of which are laid out in this Charter. The Zone has virtual and physical components, the latter of which is included in the SEZ Designation (2024).
22. Zanzibar Digital Free Zone Company ("Zone Company") is an "Explorer" as that term is used in SEZ Designation (2024). A Zone Company is an entity with legal personality and which is created and limited by Shares owned by one or more Digital Residents. Zone Companies are authorized to conduct commercial and financial activities both within and outside the Zone to the extent not prohibited by law.

Article 3Authorities

1. The Zone was established pursuant to the President of Zanzibar's authority to designate Digital Free Zones granted under the Zanzibar Investment Act No. 10 of 2023 and exercised through promulgation of Presidential Designation of Special Economic Zone, reflected in Legal supplement (Part II) to the Zanzibar Government Gazette, Vol. CXXXIII No. 7294, p. 649 (6 December 2024) "SEZ Designation (2024)".
2. OurWorld Zanzibar ("OWZ") is a Joint Venture Company and Public Private Partnership between OurWorld Holding GBC and ZICTIA, registered under the laws of Zanzibar, with Registration No. Z0000246780.
3. OWZ is Regulator of the Zone, said authority granted to OWZ by the President of Zanzibar through Presidential Designation of Special Economic Zone, reflected in the SEZ Designation (2024).
4. OWZ is authorized to offer, on behalf of the Revolutionary Government of Zanzibar ("RGoZ"), to natural and legal persons registered within the Zone, certain tax incentives, as reflected in Articles 17 and 18 herein.
5. As Regulator of the Zone, OWZ has all the powers, authorities and mandates inherent in its role, and as required to carry out its duties thereunder, including, as required, to delegate functions to a Subsidiary Body as necessary.
6. A delegation of authority by OWZ does not limit the exercise of said authority by OWZ before the recipient is prepared to adequately undertake the duties required by the delegation, as determined by OWZ in its discretion.

Article 4Objectives

1. It is intended that the Zone fulfill the following Objectives:
   1. To provide a platform for the free flow of digital commerce, including through reducing barriers, increasing efficiency, fostering innovation. Technology plays a key role through reliance on blockchain solutions to global storage and security challenges.
   2. To promote data sovereignty through decentralization of networks, finance and data and through decreased reliance on existing centralized, inefficient and expensive infrastructure.
   3. To revolutionize the use of digital assets to preserve value and facilitate the movement of capital in a secure, sustainable and transparent manner that contributes to a regenerative global economy.
   4. To develop a mechanism for the resolution of disputes that facilitates, rather than impedes digital commerce, i.e., through maximizing speed, efficiency and predictability, while reducing significantly cost, time and other costly externalities.
   5. To develop a set of tools that facilitate through automation corporate administrative, management, legal and accounting services for Digital Residents and Zone Companies in order to streamline recordkeeping and reporting while reducing operational costs.
2. The Zone shall not be used to engage in, facilitate, obscure or derive benefit from any activity which is unlawful in Zanzibar or any other relevant jurisdiction, including money laundering, terrorism, corruption and fraud.

Article 5Guiding Principles

The Zone shall be regulated in a manner that (a) facilitates collaboration around commerce related to digital assets; (b) reduces barriers to economic development; (c) promotes transparency while at the same time protecting legitimate privacy interests; (d) enhances data security and sovereignty; and (e) leverages technology and innovative business models to accomplish its Objectives.

Article 6OurWorld Zanzibar (Powers)

By virtue of its designation as Regulator of the Zone by the President of Zanzibar in the SEZ Designation (2024), OWZ has the following powers:

1. To issue Regulations, Rules and Circulars to govern the operation of the Zone and the activities of Regulated Entities in order to advance its Objectives.
2. To provide registration services for natural persons ("Users") to register legal entities within the Zone and to maintain a complete and accurate register of Regulated Entities.
3. To enable the development, procurement and deployment of the technology necessary for the operation of the Zone, including blockchain and decentralized storage solutions, to ensure secure sovereign data processing and registration automation flows.
4. To enable the use of Digital Assets, including, inter alia, through enabling or facilitating the development, registration, holding, transfer, and exchange of Digital Assets.
5. To accept Digital Signatures as valid, effective means for transmitting, recording and confirming digital transactions or documents, including with the use of authentication technology for this purpose.
6. To license and manage the provision of Services, including with regard to Digital Assets, within the Zone, including, inter alia, the activities identified in Article 14.
7. To develop and oversee an innovative, technology-based mechanism designed to streamline the resolution of disputes between and among Regulated Entities.
8. To adopt a comprehensive fee structure for the Zone that covers inter alia, registration, licensing, and penalties.
9. To establish any Subsidiary Bodies, departments, or boards with the aim of realizing the Objectives of the Zone, to specify their powers and duties and to cancel, merge and restructure any of them as may be necessary to accomplish the Objectives of the Zone.
10. To appoint, remove and replace the Chief Executive Office through an RGoZ competitive vetting process, who serves at the pleasure of the OWZ Board, as well as the Head of any of OWZ's subsidiary bodies, departments (including the Registrar) and boards.
11. To ensure compliance with all applicable laws and regulations, including with regard to money laundering, financing for terrorism, and other financial crimes.
12. To ensure the financial sustainability of OWZ, its subsidiary bodies and the Zone as a whole, including as necessary, through obtaining loans and financial facilities consistent with the requirements of the Companies Act, No. 15 of 2013 and applicable articles of association.
13. To register, own, buy, sell, transfer, sell, encumber, or otherwise dispose of, any complete or partial interest in the shares, assets or liabilities of a Zone Company, as if OWZ were a Digital Resident.
14. To provide infrastructure, buildings, administrative services, security and any other services necessary to achieve the Objectives of the Zone.
15. To propose the adoption of strategies and policies necessary to achieve the Objectives of the Zone.
16. To refine the regulatory framework as and when required in order to ensure Zanzibar remains an attractive and secure destination for digital investments and innovation.

In the event of any conflict between the above powers and a Zone Entity's governing documents, the former shall prevail.

Article 7OurWorld Zanzibar (Functions and Capabilities)

In order to fulfil its responsibilities as Regulator of the Zone, OWZ shall have the following functions and capabilities, consistent with its Guiding Principles.

1. OWZ shall have a Chief Executive Officer who shall report to the OWZ Board of Directors and who shall be responsible for the management of OWZ as well as for the development and operation of the Zone.
2. As appropriate, OWZ shall create Subsidiary Bodies within OWZ in order to most effectively manage the Zone, including, inter alia, with regard to operations, technology and finance.
3. OWZ will, from time to time, issue Regulations, Rules or Circulars required for the efficient, predictable, and lawful operation of the Zone.
4. OWZ has responsibility for developing, implementing or otherwise procuring the technology and related services required to launch, scale and operate the Zone.
5. OWZ will manage system operations, including through providing systems maintenance, development and management services and ensuring functionality of digital tools and services to be accessed by Regulated Entities.
6. OWZ will develop the technology and processes required to accomplish the registration of Digital Residents and Zanzibar Digital Free Zone Companies, referenced as "Digital Nomads" and "Explorers" in the SEZ Designation (2024).
7. OWZ will establish a Registry as described in Article 8 herein, to be managed by a Registrar established within the Regulator.
8. OWZ shall determine the services for which a license is required ("Licensed Services") as well as the requirements applicants must meet in order to obtain the license to provide Licensed Services within the Zone.
9. OWZ has the authority and discretion to utilize the services of third-party contractors and other service providers.
10. OWZ will identify, adopt and implement all appropriate measures to deter, detect and prevent the use of the Zone for unlawful purposes, including with regard to money laundering.
11. OWZ shall be responsible for engaging Zone stakeholders to seek comment and input on its strategies and policies in order to improve operations and accomplish its Objectives.
12. OWZ shall cooperate with government authorities in order to further Zone Objectives.

Article 8Zanzibar Digital Free Zone Registrar

1. There shall be a Zone Registrar ("the Registrar") with responsibility for maintaining a complete and accurate registry of all natural and legal persons, entities, licenses, and assets within the Zone.
2. OWZ shall issue Regulations to guide the operation of the Registrar, to include, without limitation:
   1. the objectives, powers or functions of the Registrar;
   2. forms, procedures, notice and requirements;
   3. the filing of certain material;
   4. the manner in which such material shall be filed;
   5. which material, or parts of the material, shall be made available for viewing by the public;
   6. the use of electronic or digital systems for the filing, delivery or deposit of, documents or information required by the Registrar;
   7. the circumstances under which persons shall be deemed to have signed or certified documents on an electronic or digital system for purposes of registration; and
   8. the payment of fees to the Registrar.
3. The Registrar shall be located within OWZ, and both its Head and Deputy Head shall be appointed with the consent of the OWZ Board of Directors.

Article 9OurWorld Zanzibar Venture Creator

There shall be an OWZ Venture Creator, the purpose of which will be to develop and launch Ventures within the Zone. The Venture Creator shall have the same rights and privileges as a Digital Resident, including, in particular, to register, own, buy, sell, transfer, encumber, or otherwise dispose of, any complete or partial interest in the shares, assets or liabilities of a Zone Entity.

Article 10Dispute Resolution

1. There shall be a specialized digital dispute resolution platform (the "Platform") which shall be developed to facilitate the resolution of disputes within the Zone in accordance with this Charter and other Regulations, Rules and Circulars adopted by OWZ and its Subsidiary Bodies. The Platform shall employ robust data security measures, including encryption, to protect the confidentiality and integrity of information exchanged.
2. During such time as it takes for the development of the Platform, all Regulated Entities, by virtue of registration within the Zone, are subject to the compulsory jurisdiction of the following arbitration tribunals, one of which shall be chosen by the parties to a transaction ("Tribunal"):
   1. Judicial Arbitration and Mediation Services (JAMS);
   2. Swiss Arbitration Centre.
3. All Users and Regulated Entities, by virtue of registration within the Zone, waive any right to appeal or set aside the award of a Tribunal or the Platform. For the avoidance of doubt, a Tribunal's award shall constitute a final award for any and all legitimate purposes.
4. The parties to a transaction may opt out of this Article 10 only through the express, explicit consent of each party to a transaction. To be effective, consent must specify an alternative means for the resolution of disputes between the parties.
5. An award issued by the Platform or Tribunal is binding and immediately enforceable within the Zone. OWZ and any other relevant entity shall take all measures necessary to ensure compliance with the award consistent with its powers and authorities.
6. Unless the parties to a transaction agree otherwise, any arbitral proceeding envisioned under this Article 10 shall be conducted through digital means.

Article 11Recognition

All Regulated Entities shall be free to own, trade and otherwise dispose of Digital Assets within the Zone.

Article 12Registration

All Digital Assets within the Zone shall be registered on a platform created and managed by the Registrar, which shall adopt Rules governing the information included and access thereto, including by judicial and government authorities.

Article 13Licensed Services

The following activities and services require a License, and are subject to oversight by OWZ and its Subsidiary Bodies:

1. Commercial lending and crowdfunding activities;
2. Custody, management, or control of financial instruments;
3. Services for the exchange between Digital Assets and national or foreign currencies;
4. Services for the exchange between one or more categories of Digital Assets;
5. Services related to Digital Asset wallets;
6. Services related to the exchange of Digital Assets, including brokering, offering for sale, and trading;
7. Services related to, and including, the issuance of Digital Assets;
8. Any other decentralized finance activities related to Digital Assets, as determined by the OWZ from time to time and communicated to all Regulated Entities.

Article 14Disposition

OWZ and its Subsidiary Bodies shall, pursuant to Regulation, have the power to freeze and dispose of Digital Assets that are the property of a Regulated Entity, pursuant to the valid decision of a tribunal convened pursuant to Article 10, or pursuant to valid law enforcement request. A Regulated Entity shall have the opportunity to challenge such disposition through procedures that guarantee due process and adequate protections for property rights.

Article 15Financial Resources

1. Zone operations and management shall be supported through the collection of registration, license, service and other related fees from Users, Regulated Entities and any others, as appropriate.
2. Each Subsidiary Body shall be responsible for presenting a budget to OWZ in accordance with Rules issued by OWZ for the financial oversight of its Subsidiary Bodies.
3. Any revenue in excess of the Zone's operational requirements shall be allocated by the Board of Directors of OWZ as reflected in its mandate and pursuant to the Companies Act, No. 15 of 2013 and applicable articles of association.

Article 16Auditors

The OWZ Board of Directors shall appoint one or more accredited independent auditors to audit the accounts and financial statements of OWZ and its Subsidiary Bodies on a periodic basis. The Auditor shall submit his reports to the Board of Directors of OWZ.

Article 17Rates of Tax for Regulated Entities

In accordance with the SEZ Designation (2024),

1. A Regulated Entity with no physical residence in Zanzibar shall be subject to a 5% (five percent) rate of tax of their net operating income within the Zone.
2. A Regulated Entity with physical residence in Zanzibar shall be subject to a 15% (fifteen percent) percent rate of tax of their net operating income within the Zone.
3. All Regulated Entities shall be exempt from any other tax, including on capital gains or on wealth.

Article 18Rates of Tax for Ventures

All Ventures created by OWZ shall be subject to a 0% (zero percent) rate of tax for 10 (ten) years from the date of registration within the Zone.

Article 19Tax Payments

All taxes owed by Regulated Entities shall be paid to the Tax Administrations in accordance with the tax laws and the SEZ Designation (2024). OWZ shall establish the necessary means for the generation of returns and payment of taxes through technology designed and adopted for this purpose. OWZ shall also promulgate Rules that establish procedures for notice, application, review and challenge of returns before, and where appropriate, after taxes have been paid.

Article 20Penalties and Offenses

Any natural or legal person acting in a manner contrary to the provisions of this Charter, or any Regulation or Rule promulgated hereunder, shall be subject to sanction, which may include some combination of a fine, suspension or revocation of a registration or license.

OWZ and its Subsidiary Bodies have plenary power over the enjoyment of registration and operation within the Zone, governed by agreed Terms of Use, which it shall exercise consistent with general principles of law, including applicable notions of due process. This power includes the enforcement of orders issued through use of the Platform or by an arbitral tribunal recognized in Article 10 of this Charter.

OWZ shall issue a schedule of offenses and applicable sanctions as well as a set of procedural rules for their administration.

Article 21Regulations, Rules and Circulars

OWZ and its Subsidiary Bodies shall, from time to time, issue such Regulations, Rules and Circulars necessary for the smooth operation and effective management of the Zone, and for the promotion of the Objectives of the Zone.

1. Regulations are binding legislative acts that apply to all Regulated Entities, including Users, Digital Residents and Zone Companies.
2. Rules are designed to guide the implementation of Regulations through, inter alia, providing operational details, prescribing specific procedures or publishing guidance for Regulated Entities.
3. Circulars are communications that provide guidance, clarifications, or instructions to Regulated Entities.

Article 22Licensing

1. OWZ may, in its sole and absolute discretion:
   1. grant a License for a Registered Entity to conduct certain clearly defined, specified Activities ("Licensed Services") in the Zone;
   2. incorporate into the License such limitations and stipulations as it considers appropriate;
   3. specify a narrower or wider description of a Service than that to which a licensing application relates;
   4. grant a License for providing a Service only for a specified time; and
   5. consider the judgments, opinions, or actions taken by other regulators or authorities, which it deems relevant in determining whether to grant a License.
2. OWZ may, in its sole and absolute discretion:
   1. modify a License, including, inter alia, by adding a Service, removing a Service or varying the description of a Service, or by varying any limitations which apply to such License;
   2. revoke or suspend all, or any part, of a License (i) on any ground on which it may refuse to issue a License; (ii) for a material violation of the terms of the License or of a material violation of any Law, Regulation, Rule or Circular; (iii) for good cause; (iv) if the Service licensee is insolvent or subject to insolvency proceedings; or (v) for failure of the Service licensee to pay a judgment, made by any court, or award, obtained through the Platform or arbitral tribunal recognized in Article 11 of this Charter, within thirty (30) calendar days after the judgment becomes final or otherwise payable by the Service Licensee.
3. Nothing in these Regulations shall be construed as limiting any powers or authorities granted to OWZ under any other provision of any Decree or Law of Zanzibar or Tanzania, including powers or authorities inherent in OWZ's role as Regulator of the Zone, to review, revise or revoke any License or authority delegated under this Charter, or to impose penalties, or take any other action, against any Entity or its property.

Article 23Anti-Money Laundering and Counter-Terrorism Financing

Regulated Entities shall adhere to Anti-Money Laundering and Counter-Terrorism Financing standards as set forth by OWZ and its Subsidiary Bodies, in alignment with international regulatory frameworks such as those recommended by the Financial Action Task Force (FATF).

Article 24Data Security

OWZ shall take measures to ensure the security of data stored within the Zone, including through use of blockchain technology, in order to provide Regulated Entities with the ability to store, access, transfer, or otherwise manage data within the Zone. Regulated Entities will cooperate fully with OWZ in carrying out cybersecurity measures adopted to protect the integrity of Digital Assets and to protect unauthorized access to the Zone.

Article 25Privacy

1. All Regulated Entities have a reasonable expectation of privacy with regard to information that is confidential in nature and maintained by OWZ or any other Subsidiary Body, in particular related to Users. Such confidential information shall not be released without a User's consent, unless in response to a judicial order or award, or pursuant to legitimate government request, deemed applicable, and according to Rules to be issued by OWZ.
2. Data stored on the blockchain is, by virtue of the nature of the decentralized technology deployed, in part, publicly accessible, and accordingly carries with it no expectation of privacy or confidentiality, except to the extent data is stored in a private, or restricted part of the block.
3. OWZ shall adopt a Data Protection Regulation that ensures adequate protection of personal data in a manner consistent with applicable international standards.

Article 26Immunity

1. OWZ, its Subsidiary Bodies, the members of each's Board of Directors, or any employees shall not be liable to third parties for any act or omission committed in relation to carrying out their duties and powers, unless it is established that such act or omission is committed in bad faith.
2. The Revolutionary Government of Zanzibar and its agencies and instrumentalities shall be immune from suit by any Regulated Entity, and OWZ shall take all necessary measures to ensure such immunity, including, through the Terms of Service applicable to Users and Registered Entities.

Article 27International Cooperation

OWZ and its Subsidiary Bodies shall cooperate with regulators in other jurisdictions as well as with relevant international bodies in order to share best practices, enhance compliance with international standards, and to promote the safe and efficient transfer of Digital Assets across jurisdictions.

Article 28Enforcement of Foreign Judgments and Awards

Consistent with the provisions of the Hague Convention on the Recognition of Foreign Judgments in Civil or Commercial Matters and the New York Convention on the Enforcement of Arbitral Awards, OWZ shall recognize and enforce foreign judgments and arbitral awards within the Zone, to the extent not prohibited by the laws of Zanzibar and Tanzania.