Annual General Meeting Tanzania: Timing, Notice, Resolutions and the BRELA Annual Return

The AGM is where members receive the accounts and reports and reappoint the auditor. The BRELA annual return under section 131 is a separate filing on Form 131, due on its own timetable. Zanzibar companies registered with BPRA follow a different Act.

What the law says about the annual general meeting

The rules sit in Part V, Chapter IV of the Companies Act, Cap. 212, Revised Edition 2023, as published by BRELA. That chapter is headed "Meetings and Resolutions" and runs from section 136 to section 153. The annual return is in Chapter III, sections 131 to 135. Accounts and audit follow in Chapter V.

The section numbers matter. The 2023 Revised Edition moved most of these provisions three places from the Companies Act, 2002 as first enacted. Most law-firm notes still cite the old numbers. This guide uses R.E. 2023 numbering throughout and gives the 2002 number where a source uses it.

We read the R.E. 2023 arrangement of sections on 8 October 2026, but could not extract the full wording of sections 136 to 153. The operative rules below come from the 2002 wording as quoted in a peer-reviewed study. Confirm the R.E. 2023 text before relying on a time limit in a dispute.

Who should read this

• Directors and company secretaries of private and public companies registered with BRELA on the Mainland.
• Foreign shareholders who own a Tanzanian subsidiary and need to sign AGM papers from abroad.
• Owners of single-member companies formed under sections 3 and 28 of the Act.
• Dormant companies, which keep their meeting and filing duties while they do not trade.

Companies incorporated in Zanzibar with the Business and Property Registration Agency (BPRA) are outside this guide. They follow the Zanzibar companies law, covered further down.

When must the first and later AGMs be held?

Section 136 sets three timing rules. The study by Eric Kibet Sambu in the Eastern Africa Law Review quotes the 2002 wording of the same section:

• Every year. Every company shall hold a general meeting as its annual general meeting in each year, in addition to any other meetings in that year.
• Fifteen-month gap. Not more than fifteen months shall elapse between the date of one AGM and the next.
• First AGM. The first AGM must be held within eighteen months of incorporation.

The two later rules work together: whichever date comes first is the deadline. The worked example below applies them.

How much notice does an AGM need, and can members agree to short notice?

Section 138 deals with the length of notice. As quoted by Sambu, the notice of an AGM must be in writing and give at least twenty-one days. A meeting may be called on shorter notice if all members entitled to attend and vote at it agree.

The consent route is useful for owner-managed companies. Take a company with two shareholders who sit on the board. Both can sign a short consent to hold the AGM on the day the accounts are approved. File the signed consent with the minutes. Where one member refuses or cannot be reached, the full 21 days applies.

A good notice states the date, place, business, any special resolution text and the right to appoint a proxy. Send it to every member and the auditor, as the articles provide, and keep proof of service.

Some business needs longer warning to the company. A resolution that requires special notice under section 147 must be notified to the company at least 28 days before the meeting. Section 196 uses this route to remove a director. Section 177 covers resolutions on appointing or removing auditors.

What is the quorum, and how do proxies work?

Quorum comes first from the company's articles. Where the articles are silent, section 139 supplies the default. A practitioner note on company meetings under Tanzanian law reads the 2002 text as two members personally present. Sambu reports that the model articles set two persons entitled to vote, each a member or proxy. Check which version your articles adopt.

No business may be transacted at a general meeting without a quorum. If members leave and numbers drop, the chair should adjourn rather than continue. Section 149 deals with resolutions passed at an adjourned meeting, so minute the adjournment and the new date.

Section 141 lets a member appoint another person, whether a member or not, as a proxy to attend and vote. The sources report two limits. A proxy votes only on a poll, not on a show of hands, unless the articles say otherwise. Proxy forms may be required no earlier than 48 hours before the meeting.

A corporate shareholder attends through a representative under section 144, named by a resolution of its own board.

What is the difference between ordinary and special resolutions?

An ordinary resolution passes by a simple majority of votes cast. A special resolution under section 146 needs at least three-fourths of the votes cast, on at least 21 days' notice that specifies the intention to propose it as a special resolution. Our guide to board and shareholder resolutions sets out who decides what.

Each document delivered to the Registrar costs TZS 22,000 under register line F0005. The forms come from the Schedule to the Companies (Forms) (Amendment) Rules, 2026, GN No. 82. Our note on the 2026 BRELA company forms maps old and new numbers.

Can a private company pass resolutions in writing instead of meeting?

Yes, within limits. Section 150 allows a resolution in writing signed by or on behalf of all the members who would be entitled to attend and vote. Sambu quotes the 2002 wording and one exclusion: a written resolution cannot remove a director under section 196. Section 152 requires a record of the resolution and the signatures to be entered in a book, like minutes.

Two points are open. First, whether a written resolution can stand in for the AGM itself is not settled. The Act, as we read the sources, contains no general power to dispense with the AGM. A written resolution can approve the business, but it may not satisfy the duty to hold the meeting. Second, whether a signed PDF or electronic signature meets section 150 depends on the articles and the evidence rules. Take advice before relying on either.

What must be laid before the AGM?

Chapter V of the Act links the accounts cycle to the general meeting. The board prepares and signs the accounts (ss.156, 161) and the directors' report (ss.162, 163). The auditor reports (ss.164, 165). Section 169 provides that the accounts and reports are laid before the company in general meeting, and section 170 covers their delivery to the Registrar.

The Port Town Legal guide on Mondaq summarises the auditor rules. Auditors are appointed at the general meeting where accounts are presented and serve until the next one. The directors may appoint the first auditors before the first AGM. An auditor can be removed by ordinary resolution, with notice to the Registrar.

The criteria for the audit exemption in section 174 were not readable in our checks. A private company that relies on it should confirm the thresholds and the directors' statement required by section 175. A shareholder may still demand an audit under section 176.

How does the AGM link to the BRELA annual return?

The annual return is a BRELA filing under section 131. It confirms the company's registered particulars at the return date. The Act's headings show what goes in it: general contents (s.132), share capital and shareholders (s.133), and accounts and other documents annexed to it (s.135).

RSM Tanzania states the timing. A company files its annual return within 28 days after the anniversary of its incorporation. If its last return was made up to a different date, the anniversary of that date applies. Locally incorporated companies file audited financial statements with the return, unless exempt from audit.

The current form is Form 131, "Annual Return of a Company", in the Schedule to GN No. 82 of 2026. BRELA posts it on its company forms page, and the Form 131 template can be downloaded. The form states that its information is made up to a return date. It has no field for the AGM date, and it states no filing deadline.

So the AGM and the return run on separate clocks. The AGM follows the accounts year and the 15-month rule. The return follows the incorporation anniversary. The link is the accounts: the AGM is where members receive them, and section 135 annexes them to the return. Plan the AGM before the return date, so the latest audited accounts are ready to annex. Our BRELA annual returns guide covers the filing steps.

Government fees for the return come from the Zatra government fees handbook, at 26 September 2026:

• F0007: filing of annual return, TZS 22,000.
• F0006: late delivery of any document, TZS 2,500 per month or part of a month.
• F0005: any other document delivered to the Registrar, TZS 22,000 per document.

Minutes, registers and filings after the meeting

Section 151 requires minutes of all general meetings to be entered in books kept for the purpose. Minutes signed by the chair are evidence of the proceedings. Section 153 gives members a right to inspect the minute books of general meetings. Keep written resolutions in the same book, as section 152 requires.

The AGM is a good moment to reconcile the statutory registers. Check the register of members (s.118), the register of directors and secretaries (s.213), the register of directors' shareholdings (s.208) and the register of charges (s.111). Our guide to statutory registers in Tanzania lists what each must hold.

Then file what the meeting changed: Form 173a for a new auditor, Form 173b for a removed one, Form 213b for a departing director, and any special resolution under section 148. Port Town Legal reports 14 days for notice of an auditor's removal; a practitioner note reports 30 days for resolutions. Both are figures to confirm.

What happens if a company misses its AGM?

The Act gives three routes when an AGM is not held:

1. Direction on a member's application. Section 136 lets a member apply for the AGM to be called or directed after a default. Sambu reads the 2002 text as giving this power to the Minister, with the Registrar giving ancillary directions. Confirm which office holds the power in R.E. 2023 before applying.
2. Court order. Section 140 lets the court order a meeting to be called, held and conducted as it thinks fit. In Faraja Joseph Mungai v Baobab Apartments Inn Ltd, a member applied to the High Court Commercial Division for an order directing an AGM. The parties then held AGMs, and the application was withdrawn in July 2021.
3. Penalty. Sambu reports that failure to hold an AGM, or to comply with a direction, attracts a fine for the company and its officers in default. Section 483 governs fines and default fines. We could not confirm the amount in the R.E. 2023 text, so we do not print one.

A missed AGM often travels with missed returns. BRELA can strike off a company it believes is not carrying on business, under section 403. On 28 September 2026 BRELA published a final notice naming 5,277 companies under section 403(3), with 90 days to object. Our strike-off notice guide explains the response.

Disputes between shareholders over a meeting, court applications and any prosecution go to an advocate. Zatra has an advocate on the team for these matters.

Single-member, dormant and virtual meetings: what is settled?

Single-member companies. Section 3 allows a limited liability single shareholder company, and section 28 sets its register rules. Sambu notes that where a meeting is directed, one member present in person or by proxy is deemed to be a meeting. Whether a sole member must still hold a formal AGM is not settled in the sources we read. The safe course is a signed minute of the sole member's decisions, or a written resolution under section 150, entered in the minute book.

Dormant companies. A company that does not trade still exists on the register. It keeps its AGM and annual return duties, and its accounts still need approving. See our guide to dormant company filings in Tanzania.

Virtual and hybrid meetings. The Act is silent on virtual AGMs, according to the Sambu study. We found no BRELA guidance on virtual or hybrid meetings on its website as at 8 October 2026. Sambu concludes that the articles must expressly permit a virtual AGM. That is an academic view, not a ruling. A company that wants remote attendance should adopt an article that allows it, by special resolution, and file it.

Mainland and Zanzibar: which law applies?

Everything above applies to companies on the BRELA register under the Mainland Companies Act. Zanzibar is a separate company jurisdiction. Companies incorporated there register with the Business and Property Registration Agency (BPRA) under the Zanzibar companies law. Their meeting, notice and return rules come from that law and BPRA's procedures, not from Cap. 212.

We have not verified the Zanzibar AGM rules for this guide, so we do not state them. A company with operations on both sides should check which register it sits on. Our guide to registering a company in Zanzibar with BPRA explains the split.

Worked example: a 31 December 2025 year end

For example, take Mbezi Logistics Ltd, a private company on the Mainland. It was incorporated on 25 November 2021 and has three shareholders, one of them a Kenyan parent company. Its year end is 31 December. Its last AGM was on 30 September 2025, and its 2025 annual return was not filed.

The deadlines work out as follows:

• AGM: one must be held in 2026, and within 15 months of 30 September 2025, so by 30 December 2026.
• Annual return: the return date is 25 November 2026, and RSM's 28-day reading gives a filing date of 23 December 2026.
• Arrears: the 2025 return fell due on 23 December 2025 and is now overdue.

The board sets the plan. The board approves and signs the 2025 accounts and directors' report on 9 October 2026. The auditor signs its report on 12 October. Notice goes out on 16 October, giving 28 days instead of the minimum 21, for posting time. The AGM is held on 13 November 2026.

At the AGM, members receive the accounts and reports. They appoint a new audit firm by ordinary resolution. They also pass a special resolution adopting a new article that allows members to attend by video link. The Kenyan parent votes through a representative named in its own board resolution.

The penalty line assumes BRELA counts each month or part from the original due date. The figure on the control number governs.

These are government charges only. Mbezi pays them to BRELA at the official rate against GePG control numbers. Zatra's professional fee is a separate bucket, for example Compliance Renewal at USD 900 to 1,200 a year. Zatra never marks up a government fee.

What to do now

1. Find your dates. Note the incorporation date, the last AGM date and the accounts year end. Work out the 15-month and calendar-year limits.
2. Read the articles. Check quorum, proxy deadlines, notice by email, written resolutions and remote attendance.
3. Book the audit. Agree a signing date that leaves room for 21 days' notice before the AGM deadline.
4. Approve and sign. Hold the board meeting that approves the accounts and directors' report, and resolves to call the AGM.
5. Send the notice. Serve every member and the auditor at least 21 days ahead, with the accounts and any special resolution text.
6. Hold and minute the AGM. Confirm quorum, take proxies, pass the resolutions and have the chair sign the minutes.
7. File what changed. Lodge Form 173a, Form 213b or the special resolution on BRELA's system and keep the receipts.
8. File the annual return. Submit Form 131 within the 28-day window after the return date, and clear any arrears oldest first.

Key dates and deadlines

• Within 18 months of incorporation: first AGM.
• Each calendar year, no more than 15 months apart: later AGMs.
• At least 21 days before the AGM: written notice, and copies of the accounts to members.
• At least 28 days before the meeting: special notice of a resolution to remove a director or an auditor.
• Within 28 days after the return date: annual return on Form 131, per RSM Tanzania.
• 28 September 2026: BRELA final strike-off notice for 5,277 companies, with 90 days to object.

How Zatra helps

Zatra's corporate secretarial service keeps the AGM calendar, drafts the notice, proxy forms, minutes and resolutions, and files the follow-on forms. Our company changes service handles director, auditor and articles filings. For a one-off question, a Senior Advisory Session costs USD 49. Compliance Renewal runs USD 900 to 1,200 a year. See the pricing page for what each covers.

Government fees are paid by the client to BRELA at the official rate against a GePG control number. They are separate from Zatra's professional fee and are never marked up.

BRELA decides every filing and the courts decide every dispute. Zatra prepares and coordinates the file; it does not decide or guarantee any authority's outcome. Shareholder disputes, court applications, prosecution and legal opinions go to an advocate.

Sources and status

Accurate as at 8 October 2026.

• Companies Act, Cap. 212, Revised Edition 2023: Office of the Attorney General, R.E. 2023, hosted by BRELA; arrangement of sections. Accessed 8 Oct 2026.
• BRELA Acts page: BRELA, 2026. Accessed 8 Oct 2026.
• Companies Act, 2002, consolidated version: TanzLII, version of 1 Jul 2016. Accessed 8 Oct 2026.
• Companies (Forms) (Amendment) Rules, 2026, GN No. 82: Government Notice, 20 Mar 2026, hosted by BRELA. Accessed 8 Oct 2026.
• Company forms: BRELA, forms posted 8 May to 12 Aug 2026. Accessed 8 Oct 2026.
• Form 131, Annual Return of a Company: BRELA, 8 May 2026. Accessed 8 Oct 2026.
• Final notice of intention to strike off 5,277 companies: BRELA, 28 Sep 2026. Accessed 8 Oct 2026.
• Faraja Joseph Mungai v Baobab Apartments Inn Ltd, Commercial Application No. 20 of 2020: High Court Commercial Division via TanzLII, ruling of 16 Jul 2021. Accessed 8 Oct 2026.
• Business and Property Registration Agency: Revolutionary Government of Zanzibar, 2026. Accessed 8 Oct 2026.
• Annual General Meetings in the Era of COVID-19 Pandemic: Law and Practice in Tanzania: Eric Kibet Sambu, Eastern Africa Law Review Vol. 48 No. 2, Dec 2021, online 9 Oct 2022. Accessed 8 Oct 2026.
• Corporate statutory matters: frequently asked questions: RSM Tanzania, 24 May 2022, updated 2 Nov 2022. Accessed 8 Oct 2026.
• Doing Business in Tanzania Comparative Guide: Port Town Legal on Mondaq, 14 Aug 2024. Accessed 8 Oct 2026.
• Company meetings under laws of Tanzania: TanzanianWeb, 21 Dec 2020. Accessed 8 Oct 2026.

Figures to confirm before you act

• Section 136 timing rules: taken from the 2002 wording as quoted by the Sambu study; read the R.E. 2023 text of section 136 before relying on them in a dispute
• Annual return window of 28 days: reported by RSM Tanzania; Form 131 states no deadline, so confirm on BRELA's system
• Who directs a defaulted AGM: the Sambu study reads the 2002 text as the Minister, with Registrar directions; confirm in R.E. 2023
• Fine for failing to hold an AGM: not confirmed; ask an advocate for the current figure under sections 136 and 483
• Registration of resolutions within 30 days and auditor removal notice within 14 days: practitioner notes; confirm against sections 148 and 177
• Accounts to members 21 days before the AGM: the 2002 rule as quoted by Sambu; we map it to section 167 by heading
• Fees F0005, F0006 and F0007: Zatra Handbook 06 register at 26 September 2026; the control number governs 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.