Forming a Private Company in Tanzania
#1. Regulatory framework
Forming a Private Company in Tanzania: A limited liability company can be established under the Companies Act 2002 which sets out the relevant legal framework.
Relevant bodies or authorities involved in the establishment of a business are the:
- #1. BRELA, the company registry for companies in Tanzania.
- #2. BRELA or the relevant municipality (depending on the business activity) responsible for issuing business licences.
- #3. TRA, responsible for issuing TIN certificates to resident or non-resident persons carrying on business in Tanzania.
- #4. Other relevant regulatory bodies and government departments/ministries depending on the sector of the business.
#2. Tailor-made or shelf companies
Shelf companies are not generally available in Tanzania. A company can however be set up quickly after a search for the availability of a preferred company name has been made at BRELA.
#3. Formation process
The formation process includes providing the following details to BRELA:
- #1. Three alternative names for the proposed company in preferential order. The last word in each must be “Limited”. Once approved by BRELA, the company name can be reserved for 60 days on payment of the reservation fees of TZS50,000.
- #2. Articles of association. The authorised share capital normally, dependent on the business sector, must be more than TZS20,000.
- #3. Shareholders. The authors recommend a minimum of two. It is not necessary to be a Tanzanian citizen, resident or individual. A company must execute these formalities with its company seal. Full names, postal and residential addresses and occupations of the shareholders must be provided.
- #4. Directors. There must be a minimum of two. It is not necessary to be a Tanzanian citizen or resident. A director can be an individual or a company. Details must be provided of each director.
- #5. Company secretary. This can be one of the directors. Details must be provided.
- #6. Registered office. The address in Tanzania with a copy of any relevant lease must be provided.
The steps to formation are as follows:
- #1. Conducting a name clearance search in BRELA ORS to check the availability of the three preferred company names.
- #2. Submitting an application for name reservation.
- #3. Preparing a memorandum and articles adapted to suit the proposed business of the company and the required share capital
- #4. Preparing the consolidated form (to be signed by all directors and company secretary) and 14B.
- #5. Preparing a statement in a prescribed form containing accurate and up to date records of beneficial owners.
- #6. Signing of BRELA integrity Pledge Form.
- #7. Uploading of signed documents on BRELA online system.
After the certificate of incorporation is received:
- #1. Preparation of a common seal of the company.
- #2. Preparation of required company registers.
- #3. Application for other permits/licences required such as the TIN, VAT and business licence.
#4. Company constitution
The constitution of the company consists of a memorandum and articles of association:
- #1. The memorandum states the name and objects of the company.
- #2. The articles of association contain the regulations for the company.
Template articles for the management of private companies as well as other types of companies are provided in Tables A to E in the Schedule to the Companies Act.
The memorandum and articles are public documents and can be accessed by any person who makes a formal request to BRELA. These documents must be:
- #1. Printed in English or Kiswahili.
- #2. Divided into consecutively numbered paragraphs.
- #3. Signed and dated by each subscriber in the presence of at least one attesting witness.
- #4. Delivered to the BRELA Registrar for registration on payment of the required fees.
Alteration of the memorandum or articles must be by special resolution.
Separate shareholder agreements can be used in addition to and overriding the articles.
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