Allotment of Shares Tanzania: Issuing New Shares and Filing the BRELA Return Within 60 Days

This is Zatra's guide to allotment of shares in Tanzania, Mainland and Zanzibar, with the 2026 BRELA forms, fees and a worked example.

What is an allotment of shares in Tanzania?

An allotment is the company's decision to issue new shares to a named person, who becomes a member when entered in the register of members. It creates shares that did not exist before. A transfer is different: an existing member sells or gives shares already in issue to someone else.

Every allotment follows four steps: authority, pre-emption, payment and filing.

This guide covers the allotment itself. Raising the authorised capital ceiling is a separate step, covered in our guide to increasing share capital. Moving existing shares between people is covered in our guide to share transfers.

What the law says

Part III of the Companies Act, Cap. 212 R.E. 2023 governs share capital. Section numbers below follow the Revised Edition 2023. The 2002 Act as enacted, still quoted in older guides, numbers these provisions two sections lower; the return of allotments was section 55 and is now section 57.

Sections 61, 62, 84 and 118 were read in the 2002 text on TanzLII, matched to the Revised Edition headings. The forms come from the Companies (Forms) (Amendment) Rules, 2026, GN No. 82 of 2026, published on 20 March 2026.

Who should read this

• Founders admitting an investor or co-founder.
• Foreign investors subscribing for shares.
• Directors and company secretaries who sign the return.

The guide covers Mainland companies registered with BRELA in full and Zanzibar companies registered with the Business and Property Registration Agency (BPRA) where the rules differ.

Who can allot shares: the directors or the members?

Cap. 212 R.E. 2023 has no general section setting when directors may allot shares. None of the Part III sections sets a directors' authority rule, so the power comes from the articles.

Most private company articles let the board allot unissued shares on terms it decides. Some reserve allotment to the members. Where the articles are silent, section 12(2) applies Table A in the Schedule to the Act so far as the articles do not exclude it. Read the articles in force, then Table A, before anyone signs.

An 8 June 2026 note by Ernestilla Bahati of Ernestilla, Mafita and Company Advocates says directors need authority either from the articles or from an ordinary resolution of the members.

Two limits sit above the articles.

• Headroom. The company can allot only up to its authorised capital. If the new shares would exceed it, the capital must first be increased under section 66, with notice on Form 68. GN 82 of 2026 frames Form 68 around a special resolution.
• Proper purpose. An allotment made to dilute a minority or swing a vote is open to challenge, including an unfair prejudice petition under section 236.

Our guide to board resolutions covers how to minute the allotment and sign it as a written resolution.

Do existing shareholders have pre-emption rights on new shares?

Only if the articles or a shareholders' agreement give them. Part III of Cap. 212 R.E. 2023 contains no statutory pre-emption section. The right is contractual and lives in the company's constitution.

A typical pre-emption clause says new shares must first be offered to existing members in proportion to their holdings. The offer states the price and a period to accept. Shares not taken up may then go to an outsider, usually on terms no better than those offered to members.

Ignoring pre-emption does not stop BRELA accepting the return, but it hands the diluted member a claim. Our guide to shareholders' agreements explains how the agreement and the articles should match.

How are new shares paid for?

The subscriber pays the issue price, which is the nominal value plus any premium. Payment can be in cash or in something else the company accepts.

Cash. Money should move from the subscriber's account to the company's account, narrated as a share subscription. Funds routed through a director or a third party read later as a loan. Our guide to proving foreign capital injection sets out the bank evidence.

Non-cash consideration. Shares may be allotted as fully or partly paid for an asset, services, a released debt or converted loan stock. Section 57(1)(b) then requires the written contract that gives the allottee title, and any related sale or services contract, to be filed duly stamped with the return. Where the contract is not in writing, section 57(2) requires its prescribed particulars, stamped as if they were a written contract. The Registrar may require the duty to be adjudicated under section 40 of the Stamp Duty Act before filing.

Discount. A company may issue shares below nominal value only under section 62. The 2002 text requires a general meeting resolution, court sanction and at least one year since the company could commence business. Private companies price at or above par.

Commissions. Under section 58 a commission for subscribing or procuring subscriptions is lawful only if the articles authorise it and it does not exceed ten per cent of the issue price, or the lower rate in the articles.

Share premium: what the account can and cannot be used for

Where shares are issued above nominal value, section 61 requires a sum equal to the premium to be transferred to a share premium account. That applies whether the premium is paid in cash or otherwise.

The 2002 text, carried into section 61, lists the uses of the account:

• paying up unissued shares to be issued to members as fully paid bonus shares;
• writing off the company's preliminary expenses;
• writing off the expenses, commission or discount on any issue of shares or debentures;
• providing for the premium payable on redemption of redeemable shares or debentures.

The account is not distributable profit and cannot fund a dividend. Moving it for any purpose outside the list calls for the reduction of capital procedure in sections 71 to 74, which belongs with an advocate and the auditors.

Premium lets a modest nominal capital absorb a large investment, because the authorised ceiling counts nominal value only.

How do you file the return of allotments with BRELA?

Section 57(1) requires a company limited by shares that makes any allotment to deliver a return of the allotments to the Registrar within sixty days. The return gives the number and nominal amount of the shares, the names, addresses and descriptions of the allottees, and the amount paid or due on each share. Default makes every officer in default liable to a default fine under section 57(3).

GN No. 82 of 2026 replaced the whole Schedule of forms. The forms are posted on BRELA's Company Forms page, and the return is submitted through the Online Registration System (ORS). Our note on the 2026 BRELA company forms covers the renumbering.

Form 57a asks for the allotment date, class, number, nominal value, amount paid per share and each allottee's details. Its notes require allottees to consent to membership. Form 57b splits the amount paid up between nominal value and premium and describes the consideration, such as a released director's loan or property.

What does an allotment cost at BRELA?

BRELA charges a flat document fee; there is no fee scaled to the value of the shares allotted. Each line below comes from the Zatra fee register at 26 September 2026 and matches BRELA's companies fees schedule under section 458.

Each fee is paid against BRELA's GePG control number, and the amount on the control number governs on the day of payment. Government fees are separate from any professional fee, as our note on professional and government fees explains.

Is stamp duty payable on an allotment of shares?

An allotment is not a transfer, so the 1% share transfer duty does not apply to it. That duty, register line F0264, is charged under Schedule item 61(a) of the Stamp Duty Act on an instrument transferring existing shares. A fresh allotment creates new shares and moves none.

Duty can still arise on the papers. The Stamp Duty Act, Cap. 189 charges instruments, not events.

• Non-cash contracts. Section 57(1)(b) of Cap. 212 requires the contract to be filed duly stamped. Section 39(1)(c) of the Stamp Duty Act charges a contract for the sale of goods, shares or an interest in them with the same duty as a conveyance. A contract under which the company takes land or a business in exchange for shares may therefore attract conveyance duty (F0262) on its value.
• Subscription agreement. A plain agreement attracts TZS 2,000 under F0267. Confirm with TRA which article applies to the agreement as drafted.
• Amended articles. Where pre-emption is removed, the amended articles attract TZS 10,000 under NEW-02-26.

Late stamping costs the proper duty plus 25%, capped at ten times the duty (NEW-02-25). Our stamp duty guide covers the other instruments in a share file.

Share certificates and the register of members

Certificates. Section 84 requires the company, within sixty days after the allotment, to have the certificates of the shares allotted ready for delivery, unless the conditions of issue provide otherwise. The certificate is signed as the articles require and states the holder, the number and class of shares and the amount paid.

Register of members. Section 118 requires the register to show each member's name and address, the shares held by number and class, the amount paid or agreed to be considered paid, and the date of entry. The register is kept at the registered office or another place notified to the Registrar, never outside Tanzania. A person becomes a member when entered in it, so enter the allottee on the allotment date.

Our guide to statutory registers covers the other books.

The next annual return on Form 131 must reflect the allotment under section 133.

Foreign investors: capital evidence, the Bank of Tanzania and TISEZA

Banking route. The Foreign Exchange Regulations, 2022, GN No. 294 of 2022, regulation 24, require a non-resident making a direct investment to remit the funds through a bank or financial institution. The bank reports the receipt to the Bank of Tanzania.

Equity stays equity. Regulation 24 also says funds remitted for direct investment in the form of equity shall not be converted into a loan. Decide equity or debt before the wire. Our comparison of a shareholder loan and equity covers the trade-off.

Getting money out later. Under regulation 17, a bank remitting dividends to a foreign shareholder requires audited financial statements or a dividend notice, the approval, and evidence that taxes were paid. A clean allotment file is what lets that remittance go through. GN No. 206 of 2026 amended these Regulations, as Clyde and Co reported on 17 August 2026.

TISEZA. Share capital is one way to show the investment a TISEZA certificate needs. TISEZA's certificate of incentives page sets the minimum project investment at USD 500,000 for foreign or joint-venture projects and USD 50,000 for projects wholly owned by citizens. The register shows the gazetted TZS 1,500,000,000 and TZS 150,000,000 (TZ-02). The application fee is TZS 6,000,000 for a foreign or joint-venture applicant and TZS 4,000,000 for a domestic one (TZ-01). Attach the bank advices and the filed Form 57a as evidence of capital.

Ownership thresholds. An allotment can change the company's status. Under the Business Licensing Act, Cap. 101 R.E. 2023, a company with more than 50% of its shares held by non-citizens is foreign-owned and pays the foreign-owned licence rows (NEW-08-13). GN 487A of 2025 closes 15 activities to non-citizens (NEW-08-14). Run both screens before the price is agreed.

Beneficial ownership after an allotment

A new shareholder usually means a new beneficial owner. The Companies (Beneficial Ownership) Regulations, 2023, GN No. 478 of 2023, published on 21 July 2023, set the timetable.

• Regulation 3 requires the company to notify the Registrar within thirty days after a beneficial owner's name is entered in the register.
• Regulation 5 requires notice of a change in beneficial owners within thirty days, and covers capital increases, transfers and restructurings that alter beneficial interest. The Registrar may refuse to register related share capital documents until that notice is filed.
• Regulation 10 makes failure an offence with a fine of TZS 5,000,000 to 10,000,000 (NEW-01-02).

The Regulations name the forms 14b to 14f. GN 82 of 2026 renumbered them as Forms 15b to 15f, and BRELA's forms page now lists the 15-series. Cymbell Attorneys (20 September 2023) reads regulation 5 the same way. A foreign corporate subscriber is traced up to its individuals. Our guide on a missed beneficial ownership filing covers the cure if the 30 days pass.

Zanzibar: allotments by a BPRA company

A company incorporated in Zanzibar is registered with BPRA, not BRELA, under the Zanzibar Companies Act No. 15 of 2013. Its allotment return, form, period and fees are set by that Act and by BPRA, not by Cap. 212 or GN 82 of 2026. We could not read the allotment sections of the 2013 Act this session, so confirm the return period and form with BPRA before relying on the Mainland 60 days.

• Foreign exchange is a Union matter, so the Bank of Tanzania route for inbound money applies on the islands.
• Investment certificates for Zanzibar projects sit with the Zanzibar Investment Promotion Authority, not TISEZA.
• BPRA fees are not in the Zatra register.

Our guide to registering a company in Zanzibar explains the split between the two registries.

Worked example: a TZS 750,000,000 subscription

Pwani Agro Processors Limited, a hypothetical Dar es Salaam company, has authorised capital of TZS 100,000,000 in 100,000 ordinary shares of TZS 1,000 each. Two Tanzanian founders hold 30,000 shares each, so 60,000 are issued. A foreign company owned by two individuals agrees to subscribe TZS 750,000,000. The articles let the board allot and give members pre-emption.

Pricing. The board allots 30,000 new shares at TZS 25,000 each. That is TZS 750,000,000 received: TZS 30,000,000 nominal capital and TZS 720,000,000 to the share premium account. Issued shares rise to 90,000, inside the 100,000 ceiling, so no Form 68 is needed. The investor holds 30,000 of 90,000 shares, or 33.3%, below the 50% foreign-owned line.

Dates. Both founders sign pre-emption waivers. The money lands on 28 October 2026 and the board allots on 2 November 2026. Form 57a is due within 60 days, by 1 January 2027, a public holiday, so file in December. The beneficial ownership forms are due 30 days after entry in the register, by 2 December 2026. Certificates must be ready by 1 January 2027.

That is about 0.013% of the investment. No transfer duty under F0264 arises, because no existing share changes hands.

If the return is late. Suppose Form 57a goes in on 15 March 2027, two months and a half after the deadline. BRELA's late fee F0006 is TZS 2,500 per month or part, so three months cost TZS 7,500 on top of the filing fee. The officers in default remain exposed to the default fine under section 57(3). Until filing, the BRELA extract still shows 60,000 shares and two members.

What to do now

1. Read the constitution. Check the articles, Table A and any shareholders' agreement for board authority, pre-emption and the authorised capital headroom.
2. Screen the subscriber. Run the GN 487A reserved activities list, the 50% foreign-owned line and any sector change-of-control rule.
3. Fix the price and consideration. Set nominal value and premium, and draft the subscription agreement or non-cash contract to match.
4. Clear pre-emption. Send the offer or collect written waivers from every member entitled.
5. Bring in the money. Have funds paid from the subscriber's account to the company's account, with a subscription narrative, and keep the bank advices.
6. Pass the allotment. Minute the board resolution naming each allottee, class, number, price and the payment reference.
7. Update the books. Enter the allottee in the register of members, post the premium to the share premium account and prepare certificates.
8. File at BRELA. Lodge Form 57a, and Form 57b where needed, within 60 days, and the beneficial ownership forms within 30 days, paying F0005 and F0019.
9. Close the file. Send a fresh extract to the bank and TISEZA.

Key dates and deadlines

How Zatra helps

Zatra prepares the allotment pack, from waivers and resolutions to registers, certificates and the BRELA forms. Our company changes service files the return on ORS. Our corporate secretarial service keeps the registers and annual return current. Where the deal mixes new shares with a sale of existing ones, our share transfer and restructuring service handles both sides.

Some work belongs with an advocate, and Zatra routes it to one: a legal opinion on the validity of an allotment, a disputed dilution or unfair prejudice claim, a court-sanctioned discount or capital reduction, prosecution, any seizure, and drafting a contested subscription or shareholders' agreement. Zatra prepares the file and does not decide or guarantee any authority's outcome. Government charges are paid at the official rate against the authority's control number, separate from Zatra's professional fee.

Sources and status

Accurate as at 21 October 2026. Fees are from the Zatra fee register at 26 September 2026; legal text is from the versions listed below.

• The Companies Act, Cap. 212 R.E. 2023: BRELA copy, revised edition 2023. Accessed 21 Oct 2026.
• Companies Act, 2002 (consolidated to 1 Jul 2016): TanzLII. Accessed 21 Oct 2026.
• Companies (Forms) (Amendment) Rules, 2026, GN No. 82: published 20 Mar 2026. Accessed 21 Oct 2026.
• BRELA Company Forms page: BRELA, live page 2026. Accessed 21 Oct 2026.
• Ada za Kampuni (companies fees): BRELA, live page 2026. Accessed 21 Oct 2026.
• Companies (Beneficial Ownership) Regulations, 2023, GN No. 478: published 21 Jul 2023, hosted by FB Attorneys. Accessed 21 Oct 2026.
• Foreign Exchange Regulations, 2022, GN No. 294: Bank of Tanzania, published 13 May 2022. Accessed 21 Oct 2026.
• Key amendments to the Foreign Exchange Regulations: Clyde and Co, 17 Aug 2026. Accessed 21 Oct 2026.
• Certificate of incentives: TISEZA, live page 2026. Accessed 21 Oct 2026.
• The Stamp Duty Act, Cap. 189: Ministry of Finance copy. Accessed 21 Oct 2026.
• Zanzibar Companies Act No. 15 of 2013: BPRA copy, 2013. Accessed 21 Oct 2026.
• Shareholder disputes in a Tanzanian private company: Ernestilla Bahati on Global Law Experts, 8 Jun 2026. Accessed 21 Oct 2026.
• Key aspects of the new 2023 Companies (Beneficial Ownership) Regulations: Cymbell Attorneys, 20 Sep 2023. Accessed 21 Oct 2026.
• Tanzania Government Fees 2026 register: Zatra Handbook 06, fees at 26 Sep 2026. Accessed 21 Oct 2026.

Figures to confirm before you act

• Whether BRELA bills F0005 once for the Form 57a and 57b pair or once per form.
• The stamp duty article for a subscription agreement, a non-cash contract and share certificates, which TRA settles on the instrument as drafted.
• Whether Table A in the Schedule to Cap. 212 carries a pre-emption or allotment regulation for a company whose articles are silent.
• The return period, form and fee for an allotment by a Zanzibar company under the 2013 Act, from BPRA.
• Whether TISEZA counts share premium, shareholder loans or reinvested profit toward the minimum investment.
• The amount on the authority's control number on the day of payment.

This article is general information based on official sources available at the date of publication. It is not legal, tax or financial advice. Laws and notices change. Verify with the issuing authority or consult Zatra before acting.