CMSA Licensing: Investment Adviser, Dealer or Fund Manager

This page is the CMSA licensing operating file: which class an adviser, dealer or fund manager must hold before acting, what it costs, and where the figure lives.

• The banking stack, which sits elsewhere — Bank of Tanzania licensing
• Advice that never reaches securities — investment advisory
• Deposit-taking under another Act — the microfinance licence
• When the Authority says no — refusal and revocation
• The trading licence underneath — business licensing

As at 21 September 2026. Confirm the live position on cmsa.go.tz and cmt.go.tz; this file rests on Cap 79 (R.E. 2023) and the Licensing Regulations, GN No. 417 of 1996.

Who may hold the licence, and the bars that decide it first

There is no citizens-only bar. The fit-and-proper list asks for a certified national identity card where a director is a citizen and a certified passport copy where the director is a foreigner — alternatives on one requirement. Nationality changes the document, not the entitlement.

Corporate form, capital and character decide it instead. The trading classes go to a company; a natural person takes only a representative licence. The board runs to at least three directors, at least one third independent and non-executive.

Capital is class-specific, and it is the bar most applicants fail. DEALING IN SECURITIES requires paid-up capital of USD 240,000 or the shilling equivalent. The fund management category requires liquid working capital of at least TZS 20,000,000, fidelity guarantee insurance of at least TZS 50,000,000 and professional indemnity of at least the shilling equivalent of USD 120,000. Only the plain INVESTMENT ADVISER class has no published figure: capital must match the size of the business and its risks.

Character is the last gate. Section 39 requires refusal for bankruptcy, a conviction involving fraud or dishonesty, insufficient qualification, or an applicant not expected to act honestly and fairly — and, for a body corporate, winding up, receivership or an arrangement with creditors.

The trigger is “securities”, and Cap 79 names who is not an adviser

Section 2 defines an investment adviser three ways: advising others concerning securities as a business; issuing or publishing analyses or reports concerning securities as part of a regular business; or managing a client’s portfolio of securities under contract, on discretionary authority or otherwise.

Section 3(a) takes people back out. A bank as defined in the Banking and Financial Institutions Act is not an investment adviser. Nor is an insurance company; nor an advocate or accountant whose carrying on of that business is solely incidental to the practice of the profession; nor a dealer advising incidentally to dealing; nor a newspaper proprietor meeting the stated conditions.

That word “solely” is where Tanzanian advisory firms come unstuck. A corporate finance house that models cash flow and negotiates a bank facility sits outside Cap 79. The same house that names the bond to buy, publishes a note on a listed counter, or takes a mandate to run a portfolio has moved inside it — and a separate fee line for investment advice is what stops the work being incidental to anything. Section 34 forbids acting in the capacity of a dealer, an investment adviser, either one’s representative, or any other market intermediary without a licence. It bites on the capacity, not on a completed trade.

The classes, and the wording printed on the licence

CMSA issues the licence in a fixed wording, and that wording is the class: DEALING IN SECURITIES, DEALING IN SECURITIES (BOND TRADER CATEGORY), INVESTMENT ADVISER, INVESTMENT ADVISER (FUND MANAGEMENT CATEGORY), NOMINATED ADVISERS and CUSTODIAN OF SECURITIES.

Fund management is not a statutory class of its own. It is the investment adviser licence issued in a category, following the third limb of the section 2 definition; an application drafted for a “fund manager licence” comes back against the adviser checklist.

In the R.E. 2023 edition sections 35 to 37 are repealed and consolidated into section 34. Dealing is the only exchange-facing class: brokers and dealers trade as Licensed Dealing Members of the Dar es Salaam Stock Exchange, a second application made after the licence exists. Nominated advisers serve issuers on the Exchange’s Enterprise Growth Market.

Where the fee for a class actually lives

The Second Schedule to GN No. 417 of 1996 still prints the 1996 figures: Shs. 50,000 for a dealer’s licence, Shs. 40,000 for an investment adviser’s, Shs. 30,000 for each representative class, Shs. 10,000 to replace one. No file pays those.

The money sits on the Authority’s own licensing schedule, which splits every class into an application fee, an admission fee and an annual fee. Section 38 requires the prescribed fee to accompany the application, paid as the Authority specifies, and that is the published schedule. An adviser company’s first year on it is TZS 6,500,000 against a printed TZS 40,000 — more than a hundred and sixty times the regulation figure.

One figure survived. Section 44 requires a deposit of TZS 100,000, or such greater sum as the Authority may determine, lodged with a dealer’s application, and the schedule still shows a broker deposit of TZS 100,000. It is held against the licence, not spent.

What a class costs in its first year

Arithmetic: an adviser’s first year, and every year after

The company fee is never the whole bill. The adviser checklist sets a floor of two Investment Advisers’ Representatives who have passed the Authority’s dealer’s course, so no licence issues to a company with nobody certified.

Company: TZS 500,000 application, TZS 3,000,000 admission, TZS 3,000,000 annual — TZS 6,500,000. Each representative: TZS 500,000, TZS 1,000,000 and TZS 1,000,000 — TZS 2,500,000, so TZS 5,000,000 for the pair. First year to CMSA, TZS 11,500,000, which is 287 times the TZS 40,000 the Second Schedule prints.

Year two: application and admission do not repeat, so the file pays annual fees alone — TZS 3,000,000 for the company and TZS 1,000,000 per representative, TZS 5,000,000. A replacement licence costs TZS 250,000. Zatra’s engagement sits beside that: TZS 300,000 per hour, scoped at 10 to 30 hours, so TZS 3,000,000 to TZS 9,000,000. Illustrative arithmetic, not a quotation; the schedule is confirmed with CMSA at filing.

The sequence the desk runs

1. Settle the wording first. It decides the fee, the capital and the checklist; changing it mid-file restarts the pack.
2. Incorporate and compose the board. BRELA registration, the tax numbers, then three directors meeting the independence test — before lodgement, not after a query.
3. Certify the representatives. Two through the Securities Industry Certification Course. A pack lodged without them waits on a course calendar.
4. Raise and evidence the capital. Bank confirmations and policy schedules, not a resolution promising them.
5. Lodge under section 38 in the prescribed form, with the fee and, for a dealer, the section 44 deposit. The pack carries certified incorporation documents, a business plan, fit-and-proper papers per director and an anti-money laundering policy.
6. Work the forty-five days. Regulation 13 gives the Authority forty-five days from lodgement; where further information is required, they run again from the day it is supplied.
7. Take the grant, then the exchange. Licensed Dealing Member status is a separate Exchange application.
8. Diarise the renewal the day the licence issues. It expires a year later, and the renewal must be made not later than one month before that date.

Forty-five days, one year, and the silence that counts as refusal

Regulation 13 carries the sting practitioners plan around: no decision within the forty-five days and the application is deemed refused. Silence is an outcome, and it starts appeal clocks. Section 38 bars refusal to grant or renew without first giving the applicant an opportunity of being heard, and makes the prescribed fee refundable on rejection but not on withdrawal — which is why a stalling file is pushed to a decision rather than pulled.

The term is short. A licence expires one year from issue, and a renewed licence runs a year from renewal. Section 49 deems a licence to continue in force until a renewal is granted, refused or withdrawn, but only where that renewal was applied for before expiry. Section 43 lets the Authority impose conditions or restrictions, so the licence granted is not always the licence applied for; section 47 keeps the register where a counterparty checks the class rather than the letterhead.

Refusal, restriction, revocation — and the Tribunal that hears it

Appeals no longer go to the Minister. The Capital Markets Tribunal, an independent specialist tribunal at cmt.go.tz, hears appeals against the Authority’s refusal to grant a licence, against limitations or restrictions imposed on one, and against suspension or revocation under section 48.

The procedure is unforgiving on time. Notice of intention reaches the Registrar within seven days; the statement of appeal within thirty days of the decision; review by written notice within seven days; a further appeal to the Court of Appeal within thirty days of the Tribunal’s decision. The seven-day notice is the step most firms discover after it has passed, and a deemed refusal dates from the end of the forty-five days.

Mandate-holders this file does not replace

CMSA grants, conditions, suspends and revokes the licence and keeps the register. The Capital Markets Tribunal hears the appeal, and the Court of Appeal takes it from there. The Dar es Salaam Stock Exchange admits Licensed Dealing Members. BRELA owns incorporation and beneficial ownership; TRA owns the tax numbers. The Bank of Tanzania licenses banks under its own statute — the reason a bank giving securities advice is written out of Cap 79 rather than licensed twice. Zatra prepares, structures and coordinates the pack, grants no licence and does not practise law.

What to confirm before acting

• Which wording the business needs — adviser, fund management category, or dealing.
• Whether the advice concerns securities, or sits outside Cap 79 under section 3(a).
• The live fee schedule on cmsa.go.tz, not the Second Schedule to GN 417.
• The capital floor, and whether it must be paid up or held liquid.
• Whether the representatives hold the certification, and when the next course sits.
• The renewal date, and the month before it the renewal must be lodged.
• The seven-day notice, before a refusal — including a deemed one — hardens.