Tanzanian businesses can be registered as a business name, a local company or a foreign company.
Business Registrations and Licensing Agency (BRELA) is responsible for business registration in Tanzania. BRELA issues certificates of compliance for foreign companies, certificates of incorporation for local companies and certificates of registration for single proprietorship or partnership. Registered Firms must then register their businesses with the Tanzania Revenue Authority (TRA), the Social Security Funds (NSSF, GEPF, PPF, LAPF and PSPF) in Tanzania and, depending on their business activities, with the Ministry of Industry Trade and Investment (for "schedule A") or the Municipality ( for schedule B").
Business Name Application
- Applicant has to fill an application form for registering a business name
-For sole proprietor, fill form no.3 (Attach pdf Form)
-For firms fill form no.2 (Attach pdf form)
-For bodies corporate, fill form no. 1 (Attach pdf Form)
- A name clearance search is conducted
- Approval or refusal of the application.
- After payment of fee and if approved applicant is issued with certificate of Registration and an Extract which shows the owner (s) of a Business Name.
To change particulars in a business Name
-Applicant fills in form no 6 (Attach pdf Form)
-After payment of fee, a Certificate of Change is issued alongside a new Extract.
To cease use of Business Name
-Applicant fills in form no.7 (Cessation Form) (Attach pdf Form)
-Attach original Certificate of Registration
-Payment of Cessation fee.
A Business name is registered within 8 working hours.
All payments are payable to the Registrar of Companies against which receipts are issued. Applicants are advised to desist from making payments for which no receipts are issued. Any demands or request by any officer in the Registry for money which is not within the payment schedule stated, should forthwith be reported to phone no. 2180113, 2181344, and 2180141 for necessary action.
Fee Structure - http://www.brela.go.tz/index.php/business/fees
To Register a company in Tanzania is a right of those who wish to associate and form themselves into a company pursuant to the existing company laws.
COMPANIES ACT CAP 212 (Attach pdf Form)
The law provides for the following types of companies
- Private companies
- Public companies
- Foreign companies (Branches of companies incorporated out of Tanzania mainland)
Private companies are normally formed by persons with prior relationship other than only business relationship e.g. Father and sons and or daughters, friend etc
- Minimum number of membership is two (2) and maximum is fifty (50).
- The shares of these companies are not freely transmissible.
- The transferability is subject to strict control and Regulations; as such these types of companies may not list in the stock exchange for purposes of trading in shares.
These types of companies are supposed to submit for filing annual returns and any other statutory fillable documents to the Registrar (e.g. Changes of particulars of Directors, change of company names etc). Filling fees are also payable and penalty for late filing is also levies.
Public companies are open ended, in that there is no maximum number of members, while the minimum number is also two (2).
Any person may subscribe and buy shares in the company, which may be listed in the stock exchange.
One condition for incorporating these type of companies is the issuance of an offer document which prior to its registration must be approved by the capital Markets and Securities Authority. An offer document is in essence an invitation to the general public to subscribe for shares.
A private company may be converted to a public one by merely amending its Articles of Association and issuing a prospectus.
The type of companies need to have effective articles of association to regulate the relationships between the members themselves, members and company directors, dealers and stock brokers (in cases of listed companies) with the stock exchange.
These types of companies are incorporated outside Tanzania mainland and they come in the country as branches of such foreign companies. Even if all subscribers and or shareholders are nationals of the United Republic of Tanzania, the companies are regarded as foreign.
They are registered under part XII of the Companies Act.
The Registration procedure of this type of companies includes the submission to the Registrar of :-
- Certified copies of Memorandum and Articles of Association.
- Notice of situation of the registered office in the country of domicile.
- List of Directors of the company.
- Person resident in the country who are the representatives of the company.
- Copy of most recent accounts and related reports of the company.
- Certificate of compliance is issued after the process.
All local companies need to submit for filing annual returns which is done in prescribed forms. Company accounts (unless exempted under the law) form part of the returns. Foreign companies are required to file only audited balance sheets of their companies
Local Company Registration Procedures
Applicants submit a letter for name clearance, the registry clears establish:-
- The availability or non availability of the applied name
- Desirability of such name
Applicants are then advised if the name is available or not after which they prepare Memorandum and Articles of Association and submit the same to the Registrar for registration process.
Compliance with all requirements relating to formation of the company is declared in form no.14b which is sworn before Commissioner for oath. Particulars of directors are given through form no. 14a and notice of the situation of the registered office is also given through the same form no. 14a, where physical locations and postal address must be provided.
Post Registration Matters
Any changes that occur in the company should be reported to the Registrar immediately. The registrar after noting the reported change registers the same on payment of filing fees. Penalty is charged if the change in particular is not reported in time.
If a company after one year fails to take off, for any reasons whatsoever, the officers thereof may notify the Registrar who issues notice to strike such company off the register off companies if no notification is made, the Registrar has reason to believe that the company is carrying on business and is therefore required to comply with all the requirement relating to existing companies.
- The process of company registration is done under the law and is a transparent one.
- If the correct procedure is followed, the process takes approximately three days and not more than five days.
- If after five days the process is not completed, an applicant may demand, as of right, to see any member of the management who will provide an explanation or assist the applicant to be informed of reasons for delay.
- The office sincerely looks forward to having cooperation from the stakeholders whose views and suggestions on the improvement of services of the registry are taken very seriously.
Fee structure - http://www.brela.go.tz/index.php/companies/fees