Regulation · REG/ZDFZ/02/2026

Regulated Entity Code

OurWorld Zanzibar Zanzibar Digital Free Zone 27 March 2026
Part I
Preliminary

Article 1Title of the Regulation

This Regulation No. REG/ZDFZ/02/2026, promulgated by OurWorld Zanzibar on 27 March 2026, shall be cited as "Zanzibar Digital Free Zone Regulation No. 2 (2026), Regulated Entity Code," or herein, as the "Code."

Article 2Scope of the Regulation

This Code shall govern the registration, organization, and operation of all Regulated Entities of the Zanzibar Digital Free Zone ("the Zone").

Article 3Definitions

The terms used herein shall have the meaning as described in the Glossary of Terms published by the Regulator.

Article 4Authorities

  1. The Zone was established pursuant to the President's authority to designate Digital Free Zones under the Zanzibar Investment Act No. 10 of 2023.
  2. OurWorld Zanzibar ("OWZ") is a Joint Venture Company and Public Private Partnership between OurWorld Holding Limited 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. As Regulator of the Zone, OWZ has 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.
  5. This Code is promulgated by OWZ pursuant to its powers and authorities as Regulator and consistent with the Zanzibar Digital Free Zone Charter (the "Charter"), adopted by OWZ Resolution No. (2), "Our World Zanzibar, Regulation No. 1 of 2025, Zanzibar Digital Free Zone Charter (OWZ_REG_ZDFZ/01/2025).

Article 5Registrar of the Zone

  1. OWZ shall establish a Registrar, the function of which shall be to maintain a record of all Regulated Entities and Transactions within the Zone. All data will be securely managed and stored within the Zone OS in a manner that respects privacy and confidentiality.
  2. The Registrar shall be headed by a Director who shall be an individual of considerable experience and exemplary moral character. The Director shall serve at the pleasure of the Board of Directors of OWZ and report directly to the Regulator's Chief Executive Officer.

Article 6Functions of the Registrar

  1. The Registrar shall be responsible for maintaining a Registry which shall include all data related to:
    1. Registration of Regulated Entities;
    2. Ownership and governance of Regulated Entities;
    3. Transactions by and between Regulated Entities, and
    4. Activities it determines necessary for the effective governance of the Zone.
  2. The Registrar shall utilize decentralized storage technologies that achieve high levels of security and enable authorized access and utilization through the Zone OS.
  3. The Registrar shall be responsible for providing access to information stored on the Registry in a manner that respects the principle of confidentiality, but also permits limited, strict access to information when in the public interest, as determined and directed by the Regulator.

Article 7Regulated Entities

  1. The following are recognized and regulated under this Code as Regulated Entities:
    1. Digital Residents, or "Digital Nomads" as that term is used in SEZ Designation (2024);
    2. Zone Companies and Zone Cooperatives, or "Explorers" as that term is used in SEZ Designation (2024). Six (6) categories of Zone Enterprise are recognized:
      1. Single Zone Company (limited by Shares, single Shareholder)
      2. Start-up Zone Company (limited by Shares, up to five Shareholders)
      3. Growth Zone Company (limited by Shares, up to 50 Shareholders)
      4. Global Business Zone Company (limited by Shares, unlimited Shareholders)
      5. Standard Zone Cooperative (limited by Membership, between 3 and 100 Members)
      6. Platinum Zone Cooperative (limited by Membership, more than 100 Members)
    3. Additional categories of Regulated Entity may, from time to time, be recognized by the Regulator, which shall determine each Regulated Entity's characteristics.
  2. All Regulated Entities are considered as having separate and distinct legal personality:
    1. 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.
    2. A Zone Company is a legally distinct, digital body corporate, limited by Shares, created with the legal capacity to acquire and hold Assets, assume obligations and incur liabilities.
    3. A Zone Cooperative is a legally distinct body corporate, limited by Membership, created with the legal capacity to acquire and hold Assets, assume obligations and incur liabilities.
    4. A Shareholder shall be responsible for the liabilities of a Zone Company, only on satisfaction of the conditions specified in this Code, and only in proportion to the Shares owned.
    5. A Member shall be responsible for the liabilities of a Zone Cooperative only on satisfaction of the conditions specified in this Code, and only in proportion to their Membership interest.
Part II
Digital Residents

Article 8Registration of a Digital Resident

  1. A Digital Resident is a unique identity that is the digital embodiment of a User or Foreign Entity within the Zone. Registration of a Digital Resident allows access to all of the benefits and services available within the Zone including the ability to create Zone Entities.
  2. No User or Foreign Entity may own or control more than one Digital Resident. Likewise, no Digital Resident may be owned or controlled by more than one User or Foreign Entity.
  3. The User or Foreign Entity will have access to the Zone through their Digital Resident in exchange for payment of a Service Fee, as determined by the Regulator.
  4. A User must meet the requirements determined by the Regulator in order to register a Digital Resident, which shall include, at a minimum:
    1. Proof of life;
    2. Government-accredited identification, issued by lawful authority of the government of the User's country of citizenship; and
    3. A signed affidavit confirming that the User:
      1. has provided truthful, accurate information in the registration form;
      2. is not the subject of any criminal investigation or proceedings;
      3. gives permission to the Regulator and its assigns to conduct any investigation or background check deemed necessary to confirming the User's bona fides;
      4. accepts the Terms of Service;
      5. agrees to comply with this Code, the Charter, and all Regulations and Rules promulgated by OWZ and its Subsidiary Bodies; and
      6. any other requirements as determined by the Regulator.
  5. A Foreign Entity must meet the requirements determined by the Regulator to create a Digital Resident, which shall include, at a minimum:
    1. Certified Evidence of lawful registration (e.g., Certificate of Incorporation);
    2. Certified Constitutional documents (e.g., Memorandum and Articles of Incorporation, Shareholder Agreement);
    3. Certified Current Directors Registry;
    4. Certified Current Shareholders or Members Registry;
    5. For each Shareholder owning or controlling more than ten percent (10%) of the Shares of the Foreign Entity: Proof of life, and Government-accredited identification, issued by lawful authority of the government of the User's country of citizenship; and
    6. An affidavit executed by an Authorized Signatory of the Foreign Entity, confirming truthful information, no criminal proceedings, consent to investigation, acceptance of Terms of Service, agreement to comply with this Code, and any other requirements as determined by the Regulator.
  6. Prior to issuing a Registration Certificate, the Regulator shall perform any due diligence it deems necessary in order to satisfy international standards with regard to preventing money laundering, financing for terrorism, and other crimes under applicable international law.
  7. Registration may be denied at the sole discretion of the Regulator, which is plenary in nature and unreviewable.

Article 9Rights and Privileges of a Digital Resident

  1. A Digital Resident is the virtual representation of a User or Foreign Entity within the Zone and shall have separate legal personhood from its User or Foreign Entity. It may:
    1. access the services and benefits provided by the Zone, the Regulator or any other service provider consistent with the Terms of Use;
    2. bring legal action against others and also be subject to legal action by others;
    3. own, buy, sell, and lease property, which includes both tangible and intangible Assets;
    4. enter into binding agreements and contracts;
    5. be held responsible for debts and other obligations; and
    6. be subject to taxation under the laws and regulations of the Zone.
  2. All Regulated Entities shall enjoy and be subject to the rights and responsibilities afforded to and required of legal persons under the laws of Zanzibar and Tanzania, and any applicable international treaties to which the United Republic of Tanzania is party. In cases of conflict with this Code, this Code shall prevail.

Article 10Suspension and Cancellation of a Digital Resident

  1. A Digital Resident's Registration may be suspended or cancelled for any of the following reasons:
    1. Providing false or deceiving information or misrepresentations to the Regulator or any of its assigns;
    2. Violating any law, regulation or rule applicable within the Zone;
    3. Using or attempting to use a Regulated Entity for the purpose of committing an Offense, as defined in this Code;
    4. Being subject to, or becoming the subject of international sanctions;
    5. Being convicted of a crime by a national judicial or law enforcement authority, except for politically motivated crimes, consistent with international law and practice; or
    6. Being involved in, or associated with in any way, terrorist activities, trafficking of illicit substances, money laundering, fraud, espionage or crimes of moral turpitude.
  2. The Regulator shall keep this Article (10) under continual review in order to modify or supplement the foregoing list as necessary to advance the objectives of the Zone.
  3. Cancellation of a Digital Resident's Registration terminates all rights and privileges associated with Registration, including access to all Zone benefits and services.
  4. The User or Foreign Entity shall remain liable for any obligations of the Digital Resident unless otherwise settled in accordance with the Wind-Up Process as described in the Commercial Code.
  5. Notice of cancellation of a Digital Resident shall be sent to the User or Foreign Entity electronically and shall be publicly posted for the benefit of third parties that may hold claims against the Digital Resident.
  6. In the event of the death, permanent disability, or disappearance of a Digital Resident, the Regulator shall make reasonable efforts to contact the Digital Resident and their designated representatives to verify the status of the Digital Resident. Upon (i) verification of death or permanent disability, or (ii) inability to contact the Digital Resident or its designated representatives within ninety (90) days of the Service Fee falling due, the Regulator shall have the right to access and distribute any Digital Assets held by the Digital Resident in the Zone in accordance with procedures to be promulgated by the Regulator.
  7. The Registrar shall establish a process through which a Digital Resident can challenge or rectify any suspension or cancellation of its Registration.
Part III
Zone Companies

Article 11General Declarations and Principles

  1. A Zone Company shall have a separate legal personality from that of its Shareholder(s), with the capacity, rights and privileges that status entails. The liabilities of a Zone Company, whether arising in contract, tort or otherwise, are not the liabilities of any Shareholder, except where otherwise provided in this Code.
  2. The liability of a Shareholder is limited to the amount, if any, that remains unpaid on the Shares held by that Shareholder.
  3. Zone Companies formed in accordance with this Code shall be:
    1. afforded all the rights allowed to them under the laws of the Republic of Tanzania and Zanzibar, including, inter alia, the right to enter contracts, hold tangible or intangible property, sue and be sued, open bank accounts, hire and fire employees, and interact with the Regulator as necessary and required; and
    2. bound by all applicable laws and regulations, including the laws of the Republic of Tanzania and Zanzibar and the Regulations, Rules and Circulars promulgated by OWZ.
  4. The validity of the act of a Zone Company shall not be called into question on grounds of lack of capacity by reason of anything in its Memorandum and Articles of Association or by any act of its Shareholders and shall not preclude the Directors' powers to bind, or authorize another to bind the Zone Company.
  5. A Digital Resident acting under the express or implied authority of a Zone Company may make, vary, revoke or discharge a contract or sign an instrument on behalf of that Zone Company in the same manner as if the contract were made, varied, revoked or discharged or the instrument signed by a User or Foreign Entity.
  6. A contract that purports to be made by or on behalf of a Zone Company prior to its registration has the same effect as a contract made with the User, Foreign Entity or Digital Resident so purporting to act for or on behalf of the Zone Company, and that User or Foreign Entity is liable on the contract and entitled to the benefits of the contract until a Registration Certificate for the Zone Company is issued by the Registrar after which point:
    1. the Zone Company shall be bound by the terms of such contract and be entitled to its benefits; and
    2. the User, Foreign Entity or Digital Resident who purported to act for or on behalf of the Zone Company prior to its registration shall cease to be bound by such contract and, likewise, shall cease to be entitled to its benefits.

Article 12Types of Zone Companies

  1. The following types of Zone Companies shall be capable of Registration within the Zone:
    1. "Single Shareholder Zone Company" has a single Digital Resident Shareholder.
    2. "Startup Zone Company" has more than one (1), but not more than five (5) Shareholders.
    3. "Growth Zone Company" has more than one (1), but not more than twenty (20) Shareholders.
    4. "Global Business Zone Company" has an unlimited number of Shareholders.
  2. All Zone Companies shall have the following capabilities:
    1. To access and utilize Financial Services within the Zone;
    2. To issue invoices to Regulated Entities within the Zone and to companies, cooperatives, and persons outside the Zone;
    3. To hold Shares in companies and Membership in cooperatives within and outside the Zone;
    4. To change the number or identity of Shareholders and Members; and
    5. To hold, buy, sell or otherwise dispose of both Digital and Physical Assets.
  3. Only Global Business Zone Companies are authorized to issue Digital Assets. No other Zone Enterprise may issue Digital Assets.
  4. A Zone Company shall exist under a name approved by the Regulator, subject to any rules which the Regulator shall promulgate.
  5. The Regulator shall publish a list of fees applicable to each type of Zone Company, which are the responsibility of the User or Foreign Entity to pay in accordance with the Terms of Use.

Article 13Registration of Zone Companies

  1. A Zone Company may be registered under this Code by any one (1) or more Digital Residents by submitting an application for Registration in accordance with this Article.
  2. The application for Registration shall be filed electronically and include such information as required by the Regulator, as well as a proposed Memorandum and Articles of Association signed electronically by or on behalf of the Digital Resident(s) making such application.
  3. The Regulator shall prescribe a standard Zone Company Memorandum and Articles of Association with customizable features for use by Zone Companies.
  4. The Regulator shall develop an automated system within the Zone OS for including the Memorandum and Articles of Association (as appropriate) as part of the application to register a Zone Company. A Zone Company that is registered through this system shall not require external legal assistance to be formed.
  5. If any change to this Code or other applicable Regulation results in an inconsistency with a Zone Company's Memorandum and Articles of Association, the provisions of this Code shall prevail. The Zone Company shall not be obliged to amend its Memorandum and Articles of Association except where it is expressly required to do so.
  6. The Regulator may refuse Registration for any reason and shall not be bound to provide any reason for refusal; the decision shall not be subject to review.
  7. Where Registration of a Zone Company is approved, the Registrar shall:
    1. register the Zone Company Memorandum and Articles of Association;
    2. issue a Registration Certificate;
    3. assign a Registration number to the Zone Company; and
    4. enter the name of the Zone Company in the Registry.
  8. The Regulator may make any changes to this process at its discretion, notice of which it shall publish for Regulated Entities.

Article 14Registration of Zone Companies as Special Purpose Vehicles (SPVs)

  1. An application for the Registration of any Zone Company may include within it an application for the Zone Company to be registered as a Special Purpose Vehicle (SPV).
  2. A Zone Company that is not registered as a SPV on its Registration Certificate cannot be registered as a SPV at a later date.
  3. The proposed Memorandum of Association and Articles of Association of any Zone Company applying to be registered as an SPV shall state: (i) that the company is a SPV, and (ii) the specific, limited, and clearly defined purpose for which the SPV is applying to be registered.
  4. A Zone Company registered as an SPV may not amend its Memorandum and Articles of Association to delete the statement that it is a SPV.
  5. All other provisions of this Code that apply to Zone Companies shall also apply to a Zone Company registered as a SPV.
  6. In the event of conflict between this Article (14) and other provisions of this Code, this Article (14) shall prevail for matters specifically relating to SPV operations and requirements.

Article 15Registration Documents

  1. A Zone Company shall, upon request by a Shareholder, provide to such Shareholder access to the Memorandum and Articles of Association. A Zone Company which fails to comply with the requirements in this Article may be subject to payment of a fine, based on a Schedule to be issued by the Regulator.
  2. Subject to the provisions of this Code, a Zone Company may amend its Memorandum and Articles of Association only by Special Resolution. The Zone Company shall submit to the Registrar within seven (7) days of adoption:
    1. the amended Memorandum and Articles of Association,
    2. a copy of the approved Special Resolution,
    3. and a certification by at least one (1) Director stating that the amendments comply with the requirements of this Code and any other applicable Regulations or Rules.

Article 16Directors of Zone Companies

  1. A Zone Company shall have at least one (1) Director, who shall be a Digital Resident that meets any requirements established by the Regulator.
  2. The Regulator must approve the appointment of a Director for the appointment to be effective. The acts of a Director are valid notwithstanding any defect that may afterwards be found in their appointment or qualification.
  3. The Registrar shall maintain a record of Directors of each Zone Company containing information on each Director as determined by the Regulator.
  4. Directors must possess adequate knowledge, experience, and skills to fulfill their responsibilities, taking into account the nature, scale, and complexity of the Zone Company's business.

Article 17Issuance of Zone Company Shares

  1. Each Share in a Zone Company must have a fixed nominal value. A Share may not be allotted by a Zone Company at less than its nominal value. A Share that does not have a fixed nominal value, or is allotted at less than its nominal value, is void.
  2. A Zone Company shall require a minimum Share Capital no less than the total nominal value of all issued Shares.
  3. Share Capital must be kept in the Zone Company's Official Wallet.
  4. Only Regulated Entities may subscribe to Shares, Securities or Digital Assets under the ownership or control of a Zone Company.
  5. Any increase in Share Capital by issuance of new Shares must be registered with the Registrar within seven (7) days of approval by the Zone Company.

Article 18Classes of Shares

  1. A Zone Company may create different classes of Shares to the extent permitted by its Memorandum and Articles of Association.
  2. Any division of Share Capital into different classes of Shares must be registered with the Registrar within seven (7) days of approval by the Zone Company.

Article 19Share Registry

  1. Shares shall be represented digitally as book-entry securities or another form of Digital Asset and shall be certified by the Regulator through the Zone OS. Any transfer of Shares shall be recorded in the Zone OS.
  2. The Registrar shall be responsible for storing this information in a Registry within the Zone OS.
  3. Notwithstanding the right of Shareholders to inspect the Registry and obtain certified information from it, the Registry shall be kept confidential. The Registry shall include:
    1. identities of the Shareholders;
    2. statement of Shares held by each Shareholder, distinguishing each Share by its number (if applicable) and, where the Zone Company has more than one (1) class of Shares, by its class;
    3. date on which each Digital Resident or Zone Company was registered as a Shareholder;
    4. date on which any Digital Resident or Zone Company ceased to be a Shareholder;
    5. date on which the number of Shares held by any Shareholder increased or decreased;
    6. in the case of Shares which are not fully paid, the amount remaining unpaid on each Share;
    7. in the case of joint holders of Shares: the names of each joint holder, the nominee Shareholder for the purposes of voting, a nominated single point of communication; and any other information prescribed by Regulations.
  4. The Zone Company shall send a Notice to the Registrar of the issuance of any financial instrument that provides the holder with an interest in the value of the Zone Company or in its Shares. The Notice shall include the nature of such instrument and additional details as outlined in this Article (19) to the extent applicable. A Zone Company's failure to comply with the requirements in this Article (19) does not affect the validity of the instrument.
  5. The Zone Company shall be responsible for ensuring the Registrar has complete, accurate information, as required in this Article (19). A Zone Company which fails, upon request, to provide the Registrar with the information above on a timely basis may be subject to payment of a fine, based on a Schedule to be issued by the Regulator.
  6. The Registrar shall establish a process through which errors in the Registry can be corrected, which shall include the ability of any interested party to challenge any proposed change to the Registry.

Article 20Share Transfers

  1. Shares and other Digital Assets shall be transferable in the manner provided in a Zone Company's Memorandum and Articles of Association and this Code.
  2. To be transferable between Regulated Entities, Shares and other Digital Assets must be registered in the Registry. The Registry shall include a record of all transfers.
  3. The Registrar shall establish Rules necessary to develop and manage the Registry, including access, which shall be communicated to Regulated Entities. These Rules shall include measures necessary to guarantee transparency, the security of transfers and the protection of Regulated Entities.

Article 21Share Buyback

  1. Subject to any restrictions in its Memorandum and Articles of Association, a Zone Company may purchase its own Shares unless:
    1. the Zone Company would be in contravention of any minimum capital requirements under any applicable Regulation or Rule.
    2. the Zone Company has insufficient Assets to meet all of its outstanding liabilities at the time of purchase.
  2. A Zone Company that purchases its own Shares shall notify the Registrar of the purchase and confirm to the Registrar the new Share Capital of the Zone Company within seven (7) days following completion of the purchase.
  3. A Zone Company that fails to comply with any of the requirements in this Article (21) may be subject to a fine or other penalties, based on a Schedule to be issued by the Regulator.

Article 22Capital Redemption Reserve

  1. Where a Zone Company redeems or purchases any of its own Shares out of distributable profits, it shall transfer out of those profits a sum equal to the nominal value of the Shares redeemed or purchased to a Capital Redemption Reserve Fund ("CRR").
  2. The CRR shall be treated as if it were paid-up Share Capital of the company, and accordingly:
    1. it shall be non-distributable, and
    2. it may be applied by the Company only in paying up fully paid bonus Shares to be issued to Members.
  3. The CRR may not otherwise be reduced, except in accordance with provisions of this Act relating to reduction of Share Capital.

Article 23Reduction of Share Capital

  1. A Zone Company shall not reduce its Share Capital if its Share Capital falls below the minimum Share Capital required under its Memorandum and Articles of Association, this Code or any other applicable Regulation.
  2. A reduction of Share Capital must be supported by a Special Resolution of the Zone Company approving the capital reduction and a signed Solvency Statement by each Director, stating that the Zone Company will be able to discharge its liabilities as they fall due for a period of twelve (12) months following the date of the Solvency Statement.
  3. No Director shall make a Solvency Statement unless the Director has reasonable grounds for the opinion expressed in that statement. In forming their opinion, each Director shall take into account all of the Zone Company's liabilities (including contingent or prospective liabilities). A Director who makes a Solvency Statement without having reasonable grounds for the opinion expressed therein shall be subject to penalty, based on a Schedule to be issued by the Regulator.
  4. In order for a reduction in Share Capital to have effect, the Zone Company must provide Notice to the Registrar on a date not more than thirty (30) days and not less than fifteen (15) days before the date from which the reduction of the Share Capital is to have effect. The Notice shall be made publicly available to all Regulated Entities and shall include:
    1. the amount of Share Capital as most recently determined by the Zone Company;
    2. the nominal value of each Share;
    3. the amount by which the Share Capital is to be reduced;
    4. the date from which the reduction is to have effect;
    5. a Solvency Statement in accordance with this Article (23); and
    6. the Special Resolution approving the Share Capital reduction.

Article 24Creditors' Objections to Reduction of Share Capital

  1. Any creditor of the Zone Company is entitled to object to the reduction of Share Capital by submitting a Notice of Objection to the Registrar, which shall prevent the reduction in Share Capital from taking effect. The creditor must formalize their claim by submitting it for dispute resolution to a Tribunal as laid out in Article (13) of Zanzibar Digital Free Zone Regulation No. 3 (2026), Commercial Code, within fourteen (14) days of submission of the Notice of Objection.
  2. The Arbitral Tribunal has the authority to adjudicate objections or claims against the Zone Company, as determined by the Regulator as part of the Wind-Up Process.
  3. Any Award of an Arbitral Tribunal that has the effect of reducing the Share Capital of a Zone Enterprise below any minimum capital requirement required, inter alia, for a license to provide Services by or to Regulated Entities shall be registered by the Registrar and shall lead to termination of the license or other concession.
  4. All interested parties, including the Regulator, shall respect the Award of the Arbitral Tribunal as an unreviewable final Award, which shall be enforced directly and reflected in the records of the Registrar.

Article 25Dissolution

  1. A Zone Company may be dissolved voluntarily by decision of its Shareholders or as otherwise provided in its Memorandum and Articles of Association, or involuntarily by order of the Regulator for cause.
  2. Upon dissolution, Assets shall first satisfy liabilities. Any remaining Assets shall be distributed as prescribed in the Wind-Up Process and the Zone Company's Memorandum and Articles of Association.
Part IV
Zone Cooperatives

Article 26General Declarations and Principles

  1. A Zone Cooperative is a Regulated Entity which is owned, controlled, and used by its Members to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise based on the following principles:
    1. Voluntary and open Membership;
    2. Democratic Member control (one Member, one Vote);
    3. Member economic participation;
    4. Autonomy and independence;
    5. Education, training, and information;
    6. Cooperation among cooperatives; and
    7. Concern for community.
  2. A Zone Cooperative shall have a separate legal personality from that of its Members, with the capacity, rights and privileges that status entails.
  3. The liabilities of a Zone Cooperative, whether arising in contract, tort or otherwise, are not the liabilities of any Member, except where otherwise provided in this Code. The liability of the Member of a Zone Cooperative is limited to the amount, if any, that remains unpaid on the Membership interest in a Zone Cooperative held by that Member.
  4. Zone Cooperatives formed in accordance with this Code shall be afforded all the rights allowed to them under the laws of the Republic of Tanzania and Zanzibar, including, inter alia, the right to enter contracts, hold tangible or intangible property, sue and be sued, open bank accounts, hire and fire employees, and interact with the Regulator as necessary and required; and bound by all applicable laws and regulations, including the laws of the Republic of Tanzania and Zanzibar and the Regulations, Rules and Circulars promulgated by OWZ.
  5. The validity of the act of a Zone Cooperative shall not be called into question on grounds of lack of capacity by reason of anything in its Articles of Incorporation or Bylaws or by any act of its Members and shall not preclude the Directors' powers to bind, or authorize another to bind the Zone Cooperative.
  6. A Digital Resident acting under the express or implied authority of a Zone Cooperative may make, vary, revoke or discharge a contract or sign an instrument on behalf of that Zone Cooperative in the same manner as if the contract were made, varied, revoked or discharged or the instrument signed by a User or Foreign Entity.
  7. A contract that purports to be made by or on behalf of a Zone Cooperative prior to its registration has the same effect as a contract made with the User or Foreign Entity so purporting to act for or on behalf of the Zone Cooperative, and that User or Foreign Entity is liable on the contract and entitled to the benefits of the contract until a Registration Certificate for the Zone Cooperative is issued by the Registrar.
  8. Nothing shall prevent the registration of Zone Cooperatives, the Members of which are, in part or in whole, also Zone Cooperatives (so-called "secondary cooperatives," or "cooperative federations").

Article 27Types of Zone Cooperatives

  1. The following types of Zone Cooperatives shall be capable of Registration within the Zone:
    1. "Standard Zone Cooperative" has between three (3) and one hundred (100) Members.
    2. "Platinum Zone Cooperative" has one hundred and one (101) or more Members.
  2. All Zone Cooperatives shall have the following capabilities:
    1. To access and utilize Services within the Zone;
    2. To issue invoices to Regulated Entities within the Zone and to companies, cooperatives, and persons outside the Zone;
    3. To hold Shares in companies and Membership in cooperatives within and outside the Zone;
    4. To alter the number or identity of its Members; and
    5. To hold, buy, sell or otherwise dispose of both Digital and Physical Assets.
  3. A Zone Cooperative shall exist under a name approved by the Regulator, subject to any Rules which the Regulator shall promulgate.
  4. The Regulator shall publish a list of fees applicable to the creation and operation of each type of Zone Cooperative, which are the responsibility of the User or Foreign Entity to pay in accordance with the Terms of Use agreed between the User or Foreign Entity and OWZ.

Article 28Registration of Zone Cooperatives

  1. A Zone Cooperative may be registered under this Code by any one (1) or more Digital Residents by submitting an application for Registration to the Registrar.
  2. The application for Registration shall be filed electronically with the Regulator, contain such information as required by the Regulator, and include a proposed set of Articles of Incorporation and Bylaws that are signed electronically by or on behalf of the Digital Resident(s) making such application.
  3. The Regulator shall prescribe standard Zone Cooperative Articles of Incorporation and Bylaws with customizable features.
  4. The Regulator shall develop an automated system within the Zone OS for including the Articles of Incorporation and Bylaws as part of the application to register a Zone Cooperative. A Zone Cooperative that is registered through this system shall not require external legal assistance to be formed.
  5. If any change to this Code or other applicable Regulation results in an inconsistency with a Zone Cooperative's Articles of Incorporation or Bylaws, the provisions of this Code and any other applicable Regulation shall prevail. The Zone Cooperative shall not be obliged to amend its Articles of Incorporation or Bylaws except where expressly required to do so.
  6. The Regulator may refuse Registration for any reason, shall not be bound to provide any reason for refusal. The decision shall not be subject to review.
  7. Where Registration of a Zone Cooperative is approved, the Registrar shall:
    1. register the Articles of Incorporation and Bylaws;
    2. issue a Registration Certificate;
    3. assign a Registration number to the Zone Cooperative; and
    4. enter the name of the Zone Cooperative in the Registry.
  8. The Regulator may make any changes to this process at its discretion, notice of which it shall publish for Regulated Entities.

Article 29Registration Documents

  1. A Zone Cooperative shall, upon request of a Member, provide to such Member access to the Articles of Incorporation and Bylaws. A Zone Cooperative which fails to comply with the requirements in this Article may be subject to payment of a fine, based on a Schedule to be issued by the Regulator.
  2. Subject to the provisions of this Code, a Zone Company may amend its Articles of Incorporation and Bylaws only by Special Resolution. The Zone Company shall submit to the Registrar within seven (7) days of adoption:
    1. the amended Articles of Incorporation and Bylaws,
    2. a copy of the approved Special Resolution, and
    3. a certification by at least one (1) Director stating that the amendments comply with the requirements of this Code and any other applicable Regulations or Rules.

Article 30Membership in Zone Cooperatives

  1. Members of Zone Cooperatives must be Digital Residents. All Members must support the objectives of the Zone Cooperative and avoid any actions that compromise its democratic governance.
  2. A minimum of three (3) Members is required to form and operate a Zone Cooperative.
  3. The admission of new Members must be decided by the General Assembly of the Zone Cooperative.
  4. A Zone Cooperative may be comprised of Members of different classes, the characteristics of which shall be included in the Articles of Incorporation and Bylaws.

Article 31Rights and Obligations of Members

  1. Members shall enjoy the following rights:
    1. One vote per Member at the General Assembly;
    2. The right to receive information and inspect Zone Cooperative records;
    3. The right to share in Zone Cooperative Surplus in accordance with the Articles of Incorporation and Bylaws;
    4. The right to participate in decision-making and be eligible for election to Zone Cooperative positions.
  2. Members shall:
    1. Respect the Zone Cooperative Articles of Incorporation and Bylaws as well as decisions of the General Assembly;
    2. Refrain from any actions detrimental to the Zone Cooperative;
    3. Participate in the Zone Cooperative's activities and governance;
    4. Contribute financially as set out in the Zone Cooperative Articles of Incorporation and Bylaws; and
    5. Promote the interests and purpose of the Zone Cooperative.

Article 32Organs and Management of Zone Cooperatives

  1. The Zone Cooperative shall have a General Assembly, made up exclusively of Members, which shall meet at least once per year. The General Assembly shall operate in accordance with its Articles of Incorporation and Bylaws.
  2. The Zone Cooperative shall have a Board of Directors, each of which must be a Member, free of any Conflicts of Interest, and elected by the General Assembly.
  3. Directors must possess adequate knowledge, experience, and skills to fulfill their responsibilities, taking into account the nature, scale, and complexity of the Zone Cooperative's business.
  4. The powers of the Board of Directors shall cover all powers not explicitly provided to the General Assembly in the Zone Cooperative's Articles of Incorporation and Bylaws.
  5. Other subsidiary bodies may be authorized by the Zone Cooperative's Articles of Incorporation and Bylaws, with powers as described therein. This includes the creation of an executive body responsible for the day-to-day operation of the Zone Cooperative.
  6. Under no circumstance may any organ of a Zone Cooperative be authorized, or construed to authorize activities which are unlawful.
  7. The Registrar shall maintain a record of Directors of each Zone Cooperative containing information on each Director as required by the Regulator.

Article 33Capital Formation and Asset Distribution

  1. A Zone Cooperative may raise capital from Member Shares or subscriptions; membership fees; reserves generated from Surplus; or loans, grants, and other external sources.
  2. Zone Cooperative Articles of Incorporation and Bylaws shall define the minimum and maximum number of Member Shares per Member, which may carry limited or no interest, and may not be traded or transferred except to another Member and with the approval of the Board of Directors, or as otherwise required.
  3. A Zone Cooperative shall establish Reserves, to be funded by a portion of annual Surplus, as required by the Regulator or its Articles of Incorporation and Bylaws. Reserves are indivisible among Members and may only be used to further the Zone Cooperative's objectives.
  4. After covering costs and statutory allocations (e.g., statutory reserves), any remaining Surplus shall be distributed to Members, allocated to Reserves, or used in furtherance of the Zone Cooperative's objectives, as laid out in its Articles of Incorporation and Bylaws.
  5. The General Assembly shall set the maximum annual return based on the financial health of the Zone Cooperative, which shall be limited and non-speculative, based on the principles articulated in Article (26).
  6. Upon dissolution of the Zone Cooperative and after satisfaction of all debts and liabilities, refunds of paid-up Share Capital may be made to Members, then remaining Assets shall be distributed as specified in the Zone Cooperative Articles of Incorporation and Bylaws.

Article 34Issuance of Zone Cooperative Member Shares

  1. A Zone Cooperative may operate with or without Share Capital. Where Share Capital is used, each Member Share in the Zone Cooperative must have a fixed nominal value. A Member Share in the Zone Cooperative may not be allotted at less than its nominal value. Where Share Capital is used, Member Shares shall be represented as book-entry securities or another form of Digital Asset, consistent with International Financial Reporting Standards (IFRS).
  2. Where no Share Capital is used, a Zone Cooperative may require Membership fees or contributions as specified in its Articles of Incorporation and Bylaws.
  3. A Zone Cooperative operating with Share Capital shall require minimum Member Capital no greater than the total nominal value of all issued Member Shares. A Zone Cooperative operating without Share Capital may establish minimum Member Capital requirements as set forth in its Articles of Incorporation and Bylaws.
  4. Only Regulated Entities may subscribe to Shares, Securities or Digital Assets under the ownership or control of a Zone Cooperative.
  5. Any increase in Share Capital by admission of new Members must be registered with the Registrar within seven (7) days of approval by the Zone Cooperative.

Article 35Classes of Membership

A Zone Cooperative may create different classes of Membership to the extent permitted by its Articles of Incorporation and Bylaws. Any division of Membership into different classes must be registered with the Registrar within seven (7) days of approval by the Zone Cooperative.

Article 36Member Registry

  1. The Registrar shall be responsible for obtaining and storing information related to Membership in a Zone Cooperative in the Registry.
  2. The Registry shall include the following:
    1. the identities of the Members;
    2. the number of Member Shares held by each Member, and, where a Zone Cooperative has more than one (1) class of Membership, the class of Member Share;
    3. the date on which each Member was registered with the Zone Cooperative;
    4. the date on which any Member ceased to be a Member of the Zone Cooperative;
    5. the date on which the Member Shares held by any Member increased or decreased;
    6. where Share Capital is used and Memberships are not fully paid, the amount remaining unpaid on each Membership contribution; and
    7. any other information as required by the Regulator.
  3. A Zone Cooperative shall send a Notice to the Registrar of the issuance of any financial instrument that provides the holder with an interest in the value of a Zone Cooperative or in Membership benefits. The Notice shall include the nature of such instrument and additional details as required by the Registrar. The failure of a Zone Cooperative to comply with the requirements in this subparagraph does not affect the validity of an otherwise valid financial instrument.
  4. A Zone Cooperative shall be responsible for ensuring the Registrar has complete, accurate information, as required in this Article (36). A Zone Cooperative which fails to provide the Registrar with the information above may be subject to penalty, based on a Schedule to be issued by the Regulator.
  5. The Registrar shall establish a process through which errors in the Registry can be corrected, which shall include the ability of any interested party to challenge any proposed change to the Registry.

Article 37Membership Transfers

  1. No Member shall transfer their Membership interest in a Zone Cooperative except to another Member and with the approval of the Zone Cooperative's Board of Directors, or as otherwise indicated in the Articles of Incorporation and Bylaws.
  2. Membership interests shall be registered in the Registry and managed by the Registrar, which shall be responsible for maintaining a record of all transactions related to Membership interests.

Article 38Membership Withdrawal and Redemption

  1. Subject to any restrictions in its Articles of Incorporation and Bylaws, a Zone Cooperative must redeem the Membership interests of withdrawing Members, unless:
    1. the Zone Cooperative would be in contravention of minimum Member Capital requirements; or
    2. the Zone Cooperative has insufficient Assets to meet all of its outstanding liabilities at the time of Redemption.
  2. A Zone Cooperative that redeems Membership interests shall notify the Registrar of the Redemption and confirm to the Registrar the new Member Capital (if any) of the Zone Cooperative within seven (7) days following Redemption.
  3. A Zone Cooperative that fails to comply with any of the requirements in this Article may be subject to penalties, based on a Schedule to be issued by the Regulator.

Article 39Reduction of Member Capital

  1. A Zone Cooperative shall not reduce its Member Capital if its Member Capital falls below the minimum Member Capital required under its Articles of Incorporation and Bylaws, this Code, or any other applicable Regulation.
  2. A reduction of Member Capital must be supported by a Special Resolution of the Zone Cooperative approving the Member Capital reduction and a signed Solvency Statement by each Director, stating that the Zone Cooperative will be able to discharge its liabilities as they fall due for a period of twelve (12) months following the date of the Solvency Statement.
  3. No Director shall make a Solvency Statement unless the Director has reasonable grounds for the opinion expressed in that statement. In forming their opinion, each Director shall take into account all of the Zone Cooperative's liabilities (including contingent or prospective liabilities). A Director who makes a Solvency Statement without having reasonable grounds for the opinion expressed therein may be subject to penalty based on a Schedule to be issued by the Regulator.
  4. In order for a reduction in Member Capital to have effect, the Zone Cooperative must provide Notice to the Registrar on a date not more than thirty (30) days and not less than fifteen (15) days before the date from which the reduction of the Member Capital is to have effect. The Notice shall be made publicly available to all Regulated Entities and shall include:
    1. the amount of Member Capital as most recently determined by the Zone Cooperative;
    2. where applicable, the nominal value of each Member Share;
    3. the amount by which the Member Capital is to be reduced;
    4. the date from which the reduction is to have effect;
    5. a Solvency Statement in accordance with this Article; and
    6. the Special Resolution approving the Member Capital reduction.

Article 40Creditors' Objections to Reduction of Member Capital

  1. Any creditor of a Zone Cooperative is entitled to object to the reduction of Member Capital by submitting a Notice of Objection to the Registrar, which shall prevent the reduction in Member Capital from taking effect. The creditor must formalize their claim by submitting it for dispute resolution by a Tribunal set up in accordance with Article (13) of the Commercial Code within fourteen (14) days of submission of the Notice of Objection.
  2. The Arbitral Tribunal has the authority to adjudicate any objections or claims against the Zone Cooperative, including during any Wind-Up Process initiated and conducted pursuant to specific regulations issued by the Regulator related to insolvency, winding up, and liquidation processes.
  3. All interested parties, including the Regulator, shall respect the Award of the Arbitral Tribunal as an unreviewable final Award, which shall be enforced directly and reflected in the records of the Registrar.

Article 41Dissolution

  1. A Zone Cooperative may be dissolved voluntarily by decision of the General Assembly, or involuntarily by order of the Regulator for cause.
  2. Upon dissolution, Assets shall first satisfy liabilities. Any remaining Assets shall be distributed as prescribed in the Wind-Up Process and the Zone Cooperative's Articles of Incorporation and Bylaws.
Part V
Offences

Article 42General

Any User or Regulated Entity who otherwise violates the laws of the Republic of Tanzania and Zanzibar shall be deemed to have committed an Offense.

Any User or Regulated Entity who violates any provision of this Code, or fails to comply with any condition, restriction, requirement, or direction imposed by the Regulator, commits an Offence.

Article 43Unauthorized Activities

A Regulated Entity shall not be used to carry on, or hold itself out as carrying on, any regulated activity within the ZDFZ unless duly licensed by the Regulator.

Article 44False or Misleading Information

A User or Regulated Entity shall not, in connection with any application, filing, disclosure, or communication with the Regulator:

  1. provide information that is false, misleading, or deceptive; or
  2. omit any information where such omission renders the information provided false or misleading.

Article 45Financial Crimes

  1. No Regulated Entity shall be used for money laundering, the financing of terrorism and illegal organizations, and the breach or evasion of sanctions measures, including any related conduct, activity, or risk as defined under applicable laws or regulations.
  2. The failure to maintain effective systems to prevent, and otherwise mitigate the risks of, Financial Crimes may, in appropriate circumstances, be an Offense.

Article 46Record-Keeping

Regulated Entities shall maintain accurate, complete, and up-to-date books, records, and data as required by the Regulator and shall not destroy, conceal, or falsify any such records.

Article 47Cooperation with the Regulator

All Regulated Entities and Users shall cooperate fully with the Regulator in the exercise of its functions, which includes inter alia:

  1. comply with any lawful request for information or documents;
  2. permit access to premises, systems, and records as required; and
  3. provide complete and accurate responses in a timely manner.

Article 48Governance and Internal Controls

  1. A Regulated Entity shall maintain sound governance arrangements and effective internal controls appropriate to the nature, scale, and complexity of its activities.
  2. Directors, managers, and officers shall act with due skill, care, and diligence in the performance of their functions.

Article 49Market Conduct

A Regulated Entity shall not engage in any fraudulent, deceptive, manipulative, or otherwise improper conduct in connection with any regulated activity.

Article 50Notification of Material Events

A Regulated Entity shall promptly notify the Regulator of any material event, including but not limited to:

  1. any material breach of applicable laws or this Code;
  2. a financial distress or insolvency;
  3. changes in ownership or control; and
  4. any other matter prescribed by the Regulator.

Article 51Financial Resources

A Regulated Entity shall maintain adequate financial resources, including capital and liquidity, as required by applicable law, regulation or rule.

Article 52Improper Distributions and Use of Funds

A Regulated Entity shall not make any distribution or use of funds in contravention of applicable laws, regulations, rules or prudential requirements.

Article 53Identity and Authority

  1. A User or Regulated Entity shall not misuse digital identity credentials or permit such credentials to be used improperly.
  2. A User or Regulated Entity shall not act on behalf of a Regulated Entity without proper authority or hold itself out as having such authority.

Article 54Liability of Officers

Where a Regulated Entity commits an Offense, any director, manager, or officer who authorised, permitted, or failed to take reasonable steps to prevent such Offense shall also be deemed responsible for an Offence.

Part VI
Oversight

Article 55Powers of the Regulator

All Regulated Entities are subject to examination by the Regulator at any time or in any way deemed necessary by the Regulator for the purposes of exercising its powers, performing its functions, or fulfilling its objectives as Regulator of the ZDFZ. All Regulated Entities shall co-operate fully with the Regulator during any examination.

Article 56Examinations

All Regulated Entities shall allow and assist the Regulator to examine the Entity whenever in the Regulator's judgment such examination is necessary or advisable for the purposes of exercising its powers, performing its functions, or fulfilling its objectives as Regulator of the ZDFZ.

Article 57Enforcement, Fines & Penalties

  1. The Regulator, in its sole and absolute discretion, may take enforcement actions against any Regulated Entity in the event of any of the following:
    1. any violation of law;
    2. any Offence, as that term is defined herein;
    3. on any ground on which the Regulator might refuse to issue a License under its Regulations and Rules; or
    4. for good cause.
  2. Such enforcement actions may include, inter alia:
    1. issuing written reprimands;
    2. issuing enforcement notices requiring non-compliance to be rectified within a specified period of time;
    3. limiting or revising the scope of any Digital Assets or Digital Asset Service Activities under a Licence;
    4. suspending or revoking a Licence;
    5. requiring a DASP to cease any activities related to Digital Assets or other business activity, whether under a License or not, either for a specified or indefinite period of time;
    6. requiring any Regulated Entity to stop or refrain from doing or continuing to do acts;
    7. imposing fines or other civil penalties;
    8. undertaking additional supervision, monitoring or reporting requirements;
    9. referral to national and international law enforcement authorities; or
    10. any other enforcement action determined by the Regulator.
  3. The Regulator may impose fines, civil penalties or other enforcement actions.
  4. The Regulator will consider the full circumstances of each case when determining whether or not to issue a fine and the amount thereof.

Issued this 27th day of March 2026, by Our World Zanzibar.