Buying an Existing Tanzanian Company: The Diligence File, Not the Share Transfer Form

This page is the share-purchase diligence operating file: what to open before you complete. It is not the CGT rate page, that is the sibling, and not a restoration manual for struck-off companies.

• CGT on shares: share-sale tax
• BO alignment: AML vs Companies Act
• Land under the company: instruments

As at 10 September 2026. Confirm brela.go.tz and tra.go.tz. This page publishes no ‘safe’ price and no CGT percentage.

Dormant is not empty

A shelf with a TIN has a filing history, possible tax debts, possible employees, possible licences, and possible land. Struck-off is worse: you may be buying a restoration file. Confirm the live status at BRELA before you pay a deposit.

Change-of-control clauses sit in mining, telecoms, banking, insurance and other licences. Completing without those consents is how the buyer inherits a revocation.

The stack

Sequence

1. Status search at the registrar.
2. Open TRA, land, licences, labour in parallel.
3. Price with those findings: including CGT who-pays.
4. Condition completion on live consents and filings.
5. File BO and bank mandates the week you complete.

Where this file stalls

• Paying for a struck-off company as if it were a shelf
• TSh 1,000 consideration on a company that owns a plant
• Ignoring inner-share look-through on a foreign parent
• Completing first, TRA later

Documents this file usually needs

SPA draft; cap table; constitution; accounts; TRA correspondences; land extract; licences; employment contracts; bank mandates; litigation list. If the seller cannot produce a BRELA extract this week, stop. If land is the value, read the instrument page before you price ‘shares’.

What this page will never publish

A CGT rate. A safe price. A statement that shelves are clean. A statement that foreign-parent sales are outside Tanzania. Confirm tra.go.tz.

Failure modes the officer already knows

Buying a company to skip GN 487A: look-through still applies as reported. Buying to skip Lands consent. Buying a licence you cannot hold. Mixing asset and share stories in one SPA.

Operator calendar

Search, diligence, TRA process, consents, completion, BO/bank. Completing in week one is not a calendar. Restoration, if needed, is a different calendar. See that slug if upgraded.

What to put in the board minutes

Write conditions precedent: TRA, BO, licence consents, land. Write who pays CGT. Write that a cheap shelf is not assumed empty.

What a declined pack usually looked like

A share-transfer form, no extract, no TRA, a plant on village land, and a seller in a hurry. Rebuild the stack or walk.

As-at 10 September 2026: what this desk will not freeze

Rates, clocks, restoration fees. Print brela.go.tz and tra.go.tz the week of the term sheet.

Cross-links without contradicting keepers

CGT page is the tax slice. BO page aligns the people. Land and EIA pages sit under operating companies. GN 487A hedge is unchanged: buying a local company is reported not to cure a reservation.

Worked path: empty shelf versus operating factory

A shelf that never traded still needs a status search, TRA, BO, and a read of the constitution. Dormant filings may have been missed. Restoration may be needed if it was struck off. Cheap is not empty. Confirm brela.go.tz this week, not last year’s PDF.

An operating factory is land, EIA, licences, employees, tax, environment, and change-of-control. Price the findings. A TSh 1,000 share price on that company is a CGT and valuation smell. See the CGT page. Do not complete to ‘save tax’ on a fiction.

Licences and look-through

Mining, EWURA, BOT, TIRA, TCRA and others write change-of-control into licences. Completing without those consents is a revocation waiting. FCC merger filing may sit on a combination. Confirm the live threshold rather than inventing one. This page will not freeze a turnover test.

Buying a citizen company to operate a reported reserved class with foreign control is the GN 487A look-through problem. Local incorporation is reported not to cure. A share deal is not a magic citizen. Screen the activity.

Labour and hidden liabilities

CMA awards, unpaid NSSF, and informal staff are the usual surprises. Ask for payroll, not only the SPA warranty. Warranties are not diligence. They are a later lawsuit.

Bank mandates must change the week you complete or the seller still owns the account in practice. BO must change on the live timetable. Treat those as completion items, not year-end items.

As-at 10 September 2026: completion discipline

Open TRA’s live share-transfer process at term sheet, not at completion. Print brela.go.tz. If the company is Zanzibar, BPRA. If land sits underneath, read the extract. Inner-share sales of a foreign parent still meet a look-through question on the live Act.

Zatra’s fee is on /pricing/. Advocates, valuers and auditors are other hands. Name them in the minutes.

What a warranty is not

A warranty is a later lawsuit. Diligence is this week’s searches. Open BRELA, TRA, Lands, licences, and labour before you price. If the seller cannot produce an extract this week, stop. If the company is struck off, you are on a restoration calendar, not a bargain calendar. Confirm brela.go.tz.

TSh 1,000 for a plant company is a smell for CGT and for valuation. Related-party deals need a number you can defend. Inner-share sales of a foreign parent still meet a look-through question on the live Act. Confirm tra.go.tz. This page still prints no rate.

Change of control and GN 487A

Licences with change-of-control clauses must be read. FCC may sit on a combination. Confirm the live threshold, do not invent it. Buying a citizen company to run a reported reserved class with foreign control is look-through, not a cure. Local incorporation is reported not to cure. Screen the activity on the restricted-list page.

Bank mandates and BO updates are completion items. Leaving the seller on the account is how you lose the company in practice. Zatra’s fee is on /pricing/. Advocates and valuers are other hands.

Operator calendar

Status search first at BRELA. TRA, land, licences and labour in parallel second. Price with findings third, including who pays CGT. Condition completion fourth. File BO and bank mandates the week you complete fifth. Completing in week one is not a calendar. Struck-off targets are a restoration calendar. Print tra.go.tz at term sheet.

What a declined pack usually looked like

A share-transfer form, no extract, TSh 1,000 for a plant, and a seller in a hurry. Rebuild the stack or walk. Change-of-control clauses still sit in licences. Buying a citizen company is reported not to cure a reserved class. Inner-share look-through remains a live Act question. Zatra’s fee is on /pricing/.

Close-out as at 10 September 2026: buying a company

Print brela.go.tz and tra.go.tz at term sheet. Search status. Open tax, land, licences and labour before you price. Warranties are not diligence. TSh 1,000 for a plant is a smell. Struck-off is restoration, not a bargain. Change-of-control clauses still sit. Buying a citizen company is reported not to cure a reserved class. Inner-share look-through remains a live Act question. BO and bank mandates are completion items. Zatra’s fee is on /pricing/. If a later Finance Act rewrites CGT, the Act wins.

Worked failure: completion first, extract later

The SPA is signed. The price is TSh 1,000. The company owns a plant. BRELA has not been searched this week. TRA has not been opened. A mining licence has a change-of-control clause. The buyer now owns four arguments. Search first. Diligence in parallel. Price with findings. Condition completion. File BO and mandates the week you complete. Struck-off is restoration. Look-through on foreign parents remains a live Act question. GN 487A look-through remains as reported. Zatra’s fee is on /pricing/.

If you already signed without searches, do the searches before money moves. Walking is cheaper than completing into a licence revocation. Confirm brela.go.tz and tra.go.tz. Read change-of-control clauses the same week.