Set up a company in Tanzania

With its location in the heart of East Africa, abundant natural resources and a potential domestic market with a growing young population, Tanzania is emerging as an attractive destination for international investors and entrepreneurs. The decision to set up a company in Tanzania not only opens the door to a dynamic and diversified economy, but also serves as a strategic stepping stone to enter the broader markets of the East African Community (EAC) and the South African Development Community (SADC). Setting up a company in Tanzania will become simpler and less time-consuming if investors understand the process of establishing a company here, Viet An Law would like to provide the above information through the article below.

Preparation of information to set up a company in Tanzania

Choosing a company type

A Private Limited Company (Ltd) is the most popular type for businesses. According to Tanzania’s Companies Act, 2002, a Private Limited Liability Company has the following key characteristics:

• Limited Liability: This is the core characteristic. The liability of shareholders for the company’s debts and obligations is limited to the amount of capital they have contributed or committed to contribute to the company. Shareholders’ personal assets are protected from the company’s creditors. In the event that the company is in financial difficulties or goes bankrupt, shareholders only lose the maximum amount invested in their shares.
• Membership Requirements:
  • Shareholders/Members: There must be a minimum of one (1) shareholder and a maximum of fifty (50) shareholders (excluding current or former employees who are shareholders).
  • Directors: There must be at least two (2) directors. One of the directors may also be a shareholder. For directors who are foreigners, they need to have a Tanzanian Tax Identification Number (TIN) and comply with immigration and labor regulations (if directly working in Tanzania).
• Restriction on Share Transfer: The Articles of Association usually stipulate restrictions on the right to transfer shares. Shareholders who want to sell their shares often have to prioritize offering to existing shareholders before selling to the outside.
• Prohibition on Public Offering: A Private Limited Company is not allowed to offer its shares or debentures to the public. Capital mobilization mainly comes from private sources, existing shareholders or loans from banks/financial institutions.

There are also other types such as: Public Limited Company (PLC), Foreign Company Branch, Sole Proprietorship, Partnership, Company Limited by Guarantee.

Note: The appointment of a Company Secretary is mandatory. The secretary can be an individual or a company, responsible for ensuring the company complies with legal regulations, keeping the company’s books and records.

Company Name

Before setting up a company, one of the important steps is choosing and verifying the name for your intended company. This is done through the Online Registration System (ORS) administered by the Tanzania Business Registration and Licensing Authority (BRELA).

How to perform a name check on ORS

• Access the ORS System: Go to the official BRELA website (via the link below https://www.brela.go.tz) and navigate to the ORS portal. You need to create a user account on ORS if you don’t already have one.
• Use the name search function: In the ORS interface, there will be a “Free Search” section that allows you to enter the name of the expected company to check if it has been used. Type the name you want to subscribe to in the search box. The system will scan BRELA’s database for the existence of that name or similar names. If the name is available, you can proceed to the next step of name reservation or use it directly during the company registration process.
• After checking the name: If the name you choose is available, you can usually proceed with a “Name Reservation” online via ORS. This helps keep the name for you for 30 days so that you have time to complete other necessary paperwork and procedures.

Prepare your application

• Memorandum and Articles of Association (MEMART): This is the most important document that clearly states the objectives, scope of activities, capital structure, rights and obligations of shareholders, and internal management rules of the company. In addition, MEMART needs to be notarized by a Notary Public or Commissioner for Oaths in Tanzania.
• Declaration of Compliance (Form 14b – Declaration of Compliance): Confirmation that all the requirements of the Companies Law related to incorporation have been complied with. This declaration also needs to be notarized.
• Information about Directors and Shareholders:
  • For Tanzanian citizens: Copy of National Identity Card (NIDA ID).
  • For foreigners: A copy of a valid passport.
  • All directors (both Tanzanians and foreigners) are required to obtain a Taxpayer Identification Number (TIN) from the Tanzania Tax Authority (TRA). If the foreign director does not have a TIN, it is necessary to proceed with the registration.
• Company Secretary Information: The appointment of a company secretary is mandatory, you need to provide the secretary’s details (name, address, identity documents) or business registration certificate if it is a legal entity.

Proceed with the procedure to set up a company in Tanzania

Step 1: Log in to ORS

Use the account information you created to sign in. If you haven’t already, you can proceed to create an account.

Step 2: Start a new application

• Select “New e-service”, then select “Company” and “Registration of a new company”.
• Select the type of company: For example, “Private Company Limited by Shares”.
• Fill in the information in the online application: Company information (approved name, address, business line); Detailed information about the directors; Detailed information about shareholders and capital contribution structure; Detailed information about the company secretary; Other relevant information as required by the form.
• Upload prepared documents: Notarized MEMART scans; A notarized scan of Form 14b; A scanned copy of passport (for foreigners) or NIDA ID (for Tanzanians) of directors and shareholders.

Step 3: Pay the registration fee

The registration fee will depend on the registered charter capital of the company (for local companies), currently the fee is as follows:

• Capital up to 1,000,000 TZS: The registration fee is approximately 95,000 TZS.
• Capital between 1,000,001 and 5,000,000 TZS: The application fee is approximately 175,000 TZS.
• Capital over 50,000,000 TZS: The registration fee is approximately 440,000 TZS.
• Filing Fee: Approximately 22,000 TZS per document (usually 3 main documents: MEMART, Regulation, Form 14b, total approximately 66,000 TZS).
• Stamp Duty: Approximately 5,000 – 10,000 TZS for MEMART and approximately 1,200 TZS for Form 14b.

Step 4: Review and approve the application

Once BRELA has confirmed that your application is complete, accurate, and compliant with all legal regulations, the application will be approved. BRELA will issue a Certificate of Incorporation. This certificate will clearly state the company name, date of incorporation and company registration number. Usually, the Certificate of Incorporation will be issued in electronic form (PDF file) and you can download it directly from your account on the ORS system.