• The types of business entities available in Tanzania
• Responsible Authority for business Registration
• Most common business type set up by foreigners.
• Registration requirements
• Formation of a branch / subsidiary
• Registration of a foreign company
• Post registration requirements.

Overview

Setting up a business entity in Tanzania is governed by the Companies Act No.12 of 2002 in Tanzania mainland. Company formation and registration is not a union matter hence in Zanzibar, registration of a company is governed by The Companies Act No. 15 of 2013.  This means a company registered in Tanzania will be treated as a foreign company in Zanzibar and vice versa.

What Business Entities Can I Set Up in Tanzania?

There are various types of business entities to register as recognized by the Company Act as below:

1. Sole Proprietorship
2. Partnership
3. A Private Company Limited by Shares
4. Company limited by Guarantee.
5. Branch
6. Subsidiary

Where is a Business Entity Registered in Tanzania?

The Company Act has given the mandate for business registrations at the Business Registrations and Licensing Agency (BRELA). This Agency is responsible for business administration and regulations of the laws, such as Company Registration, Business Names Registrations, Trade and Service Mars Registrations, granting Patents and issuing of Industrial License.

What is the most common business vehicle used by foreign companies in Tanzania?

A Private Company Limited by shares is the most common business vehicle used by most investors. Companies may also set up branches or subsidiaries which are also regulated by the Companies Act, 2002.

Minimum Registration requirements

1. Conduct a name search to see if the proposed name is available for registration.
2. Minimum of two shareholders / directors.
3. Memorandum and Articles of Association.
4. Full address of the registered principal place of business.
5. A list containing particulars of the directors, shareholders, and secretary of the company as to residential addresses, personal details.
6. A list of activities to be carried on by the company.
7. Taxpayer’s Identification Number (TIN) for all directors.
8. Personal residential addresses and details for all the directors.
9. Copies of passports if there are foreign directors, shareholders, or secretaries.

How to Register a Foreign Company in Tanzania (Branch / Subsidiary)

A Company established outside of Tanzania may establish a branch in Tanzania by obtaining a Certificate of Compliance from BRELA. A Company is considered to be foreign if;

1. It has been incorporated by laws of a foreign country or its management.
2. The majority number of the shareholders are foreigners and where management control is exercised outside Tanzania.

Requirements for registration of a Foreign Company in Tanzania.

A certified copy of the charter, statutes or Memorandum and Articles of Associations of the Company or other instrument constituting or defining the constitution of the company from the country where the company was formed.

1. A list containing particulars of the directors and secretary of the company as to residential addresses, personal details.
2. Taxpayer’s Identification Number (TIN) for one of the director’s Identification
3. A statement of subsisting charges created by the company related to property located in Tanzania.
4. Name(s) and address (es) of one or more person(s) resident in Tanzania authorized to act as the company’s representative.
5. Full address of the registered principal place of business and place of business in Tanzania
6. A copy of the most recent audited accounts
7. Copies of Passports if there are foreign directors, shareholders, or secretaries.

Upon completion of the registration documents with the registration agency, the Company will be issued with Certificate of Compliance from BRELA in Tanzania mainland or Zanzibar Property and Business Registration in Zanzibar.

Post Registration Compliance

1. Obtaining a Tax Identification Number.
2. Obtaining a Tax Clearance Certificate.
3. Value Added Tax (VAT) Verification Number.
4. Obtaining a Business License.
5. Filing of annual returns.
6. Keeping books of accounts.
7. Updating annual returns of the company to BRELA.
8. Paying revenue, for example income tax (PAYE for employees, corporate tax and VAT).
9. Making contributions to Social Security schemes for employees.

Disclaimer: This article is authored by Irene Gunze, an Advocate and Head of Corporate Services from Rive & Co, a new and innovating law firm as a result of the partnership between ABC Attorneys, Sepia Attorneys and Stallion Attorneys, built on the foundation of trust, credibility, and novelty, offering expert legal solutions.  This Article is for informational purposes only and should not be construed as legal advice. It is recommended to consult with a qualified legal professional for advice specific to your situation.