Capital Gains Tax on Shares: The Inner Share Sale TRA Still Sees

This page is the share-sale tax operating file: when transferring shares in a Tanzanian company (or, in some cases, a foreign company that derives value from Tanzanian assets) meets capital-gains or other income-tax treatment. It is not a land-CGT treatise, not a BRELA forms manual, and not a frozen rate.

• Buying the company: due diligence
• Land under the company: occupancy / derivative right
• Withholding cousins: cross-border WHT
• Rate map: 2026 tax rates (reconfirm)

As at 10 September 2026. Confirm tra.go.tz. This page publishes no CGT percentage, no exemption threshold, and no invented inner-share section number. Finance Acts have rewritten share-sale rows before.

Shares instead of assets is still a tax file

Buyers like share deals because they look cleaner than asset deals. TRA still asks. A company whose only real asset is a derivative right or a factory is a share sale that smells like a land or asset sale. Inner-share / change-of-control rules, where the live Act has them, exist so that selling a foreign holding company does not automatically disappear from Tanzania. Confirm the live look-through. Do not assume silence is safety.

Stamp duty, BRELA filings, Lands consent, and sector change-of-control consents (mining, telecoms, banking) are parallel files. CGT is one slice. Completion without TRA is how the buyer inherits a dispute.

Who files, who pays

Listed-share versus unlisted-share treatment has differed in practitioner memory. Confirm the live row for the actual security. DSE stories are not private-company stories. This page will not freeze either rate.

Land consent is not optional because you sold shares

If the company’s value is land, Lands may still care. A share sale designed to skip a consent desk is an advocate’s problem, not a slogan. See the instrument page. Mining and other licensed businesses have change-of-control clauses in the licence. Read the licence.

Valuation

TRA can ask how you priced the shares. A TZS 1,000 transfer of a company that just bought a factory is a smell. Independent valuation, where the live process or the parties’ counsel wants it, is a file. This page will not name who may sign a valuation: that is a sibling slug. Do not invent a valuer class.

Related-party share transfers sit in transfer-pricing and CGT at once. See the TP page. Group reorganisations can have relief. Confirm the live relief, do not infer it from another country’s rollover.

Sequence

1. Read the constitution and any shareholders’ agreement for pre-emption and consent.
2. Screen licences and land for change-of-control.
3. Open the live TRA share-transfer / CGT process before completion.
4. File BRELA / BO on the live timetable.
5. Keep the pack with the next audit and the next bank KYC.

Where this file stalls

• ‘We sold shares so there is no Tanzania tax’
• TSh 1,000 consideration on a company with a plant
• Foreign holdco sale with Tanzanian land underneath, no look-through thought
• Completion without Lands or Mining Commission consent the licence required
• Inventing a CGT rate on this page

Worked path: selling a dormant shelf vs selling an industrial plot in a company

A dormant shelf with a bank account and no land is an ordinary share file: constitution, BRELA, TRA on whatever the live CGT/income row is, BO update. Still not ‘tax free’ by slogan.

A company whose only asset is an industrial derivative right is a land-adjacent share sale. Budget TRA, Lands, and a valuation conversation. The occupancy page tells you what the company holds. This page tells you the share sale is still taxed as a share sale, or as whatever the live look-through says. Confirm.

Currency of this file

Share-sale tax rows move in Finance Acts. This page is orientation as at 10 September 2026. tra.go.tz wins. No percentage is published here.

Documents before completion

SPA; constitution and any SHA; cap table; latest accounts; land extract if land sits under the company; sector licences for change-of-control; TRA’s live CGT/share-transfer process; and the BO filing plan. Completing first is how the buyer inherits the argument.

Related-party transfers need a value you can defend. TSh 1,000 for a factory company is a smell. Independent valuation, where counsel wants it, is a file, not a number invented in WhatsApp.

What this page will never publish

A CGT percentage. An exemption threshold. An inner-share section number. A statement that foreign-parent sales are always outside Tanzania. Confirm tra.go.tz.

Failure modes

Share deals used to skip Lands consent. DSE rates pasted onto private companies. Group rollovers inferred from UK law. BRELA filing treated as TRA filing. Mining licences transferred in the cap table with no Commission file.

As-at 10 September 2026: diary discipline

Open TRA’s live share-transfer process the week the term sheet is signed, not the week of completion. Finance Acts rewrite this row. The live row wins.

Mandate-holders this file does not replace

TRA owns the share-sale tax row. BRELA owns the register and BO. Lands may own consent where land is the value. Mining Commission, TCRA, BOT, TIRA and others own change-of-control on licensed businesses. FCC may own a merger filing. This page is only the tax slice. Completing a SPA without those desks is how the buyer inherits four arguments.

Stamp duty, where it applies to the instrument, is a separate TRA file. Confirm the live stamp-duty treatment. This page publishes no stamp-duty rate.

Zanzibar companies file share changes at BPRA. TRA may still own Union income tax on the gain. Confirm both. Do not assume an island share sale is invisible.

What to put in the board minutes

Write that completion is conditional on the live TRA process, on BO filings, and on any licence consent. Write the consideration and why it is not TSh 1,000 if the company owns a plant. If the deal is related-party, write the valuation basis.

When selling a foreign parent that owns the Tanzanian company, minute that look-through will be confirmed against the live Act. ‘Offshore’ is not a closing checklist item you skip.

What a declined share-sale pack usually looked like

Completion last week, TSh 1,000 consideration for a company that owns a plant, no TRA process, and a foreign-parent SPA that assumed Tanzania could not see the land underneath. Open TRA before completion. Read licences for change-of-control. File BO. Confirm look-through on the live Act. This page still prints no CGT percentage.

Operator calendar for a share sale

At term sheet: constitution, licences, land, TRA’s live process. Before signing: valuation you can defend if related-party. Before completion: TRA, BO, any consent. After: registers and the next bank KYC. Completing first is not a calendar. Confirm tra.go.tz. This page still prints no CGT percentage. Foreign-parent sales still get a look-through question on the live Act.

Cross-links without contradicting keepers

The occupancy page names the land instrument under the company. The buy-existing-company page is diligence. WHT and DTT pages are different payments. This page only taxes the share transfer. It prints no CGT percentage. Confirm tra.go.tz. Lands consent and sector change-of-control remain other desks. Look-through on foreign parents is a live Act question, not a slogan that Tanzania cannot see.

What this desk will not freeze on 10 September 2026

CGT percentages, exemption thresholds, inner-share section numbers. Open TRA before completion. TSh 1,000 for a plant company is a smell. Foreign-parent sales still meet a look-through question. Lands and licence consents remain other desks. Confirm tra.go.tz.

Stamp duty on the transfer instrument, where it applies, is a separate TRA file from CGT. Confirm the live stamp-duty treatment. This page publishes no stamp-duty rate either.