Change of Directors Tanzania: Appointing, Resigning and Removing a Director in 2026

A change of directors in Tanzania touches more than BRELA. This guide covers the Companies Act rules, the forms and fees, removal by shareholders, beneficial ownership, the bank, TRA, foreign directors and Zanzibar.

What the law says about a change of directors

A Mainland company is governed by the Companies Act, Cap. 212, Revised Edition 2023. BRELA publishes the 2023 revised edition on its website, and the Office of the Solicitor General e-Library holds the same text. Every section number below follows that edition. Older articles use the 2002 numbering, which runs three sections lower in this part of the Act.

The forms come from the Companies (Forms) (Amendment) Rules, 2026, Government Notice No. 82 of 20 March 2026. That notice renumbered the director forms to match section 213. Our guide to the BRELA company forms under GN 82 maps the old numbers to the new ones.

The articles of association sit on top of the Act. They decide who appoints a director, how a director retires by rotation, and how a director resigns. Read the company's own articles before drafting anything.

Who should read this

• Directors and shareholders of private companies registered with BRELA, including foreign-owned companies.
• Company secretaries who prepare the board pack, the minute and the BRELA filing.
• Foreign parents replacing a nominee or a local director in a Tanzanian subsidiary.
• Founders falling out with a co-founder who sits on the board.
• Finance teams who must change the bank mandate and TRA contacts after the board changes.
• Companies registered in Zanzibar with BPRA, which follow a different Act.

How many directors must a Tanzanian company have?

Section 189 governs the number of directors. Practitioners read it as requiring at least two directors for a company. Port Town Legal's guide of 14 August 2024 states that "the Companies Act requires companies to have at least two directors." BRELA's registration system also asks for two directors on a standard company file.

This matters most on a resignation. If one of two directors leaves, the company drops below the minimum. Appoint the replacement in the same resolution, or before the resignation takes effect. A board of one may also lack a quorum under the articles, which stalls bank and tax decisions.

No general rule requires a director to live in Tanzania. The Cliffe Dekker Hofmeyr country guide confirms this. It adds that one director gives biometrics for the company's TIN, so most companies keep one director in the country. Sector rules can differ, for example for mining rights.

How do you appoint a new director?

Start with the articles. Most articles let the board fill a casual vacancy and let members appoint by ordinary resolution. A new director appointed by the board often holds office only until the next annual general meeting, where members confirm the appointment. Our guide to board resolutions in Tanzania sets out the drafting.

Check eligibility before the meeting:

• Consent. Section 193 restricts appointment. In practice the appointee signs a written consent to act, and Form 213a carries that consent.
• Age. Section 197 sets a minimum age and section 198 requires a director to disclose age. Practitioner notes on the 2002 text give 21 years; confirm against the current text.
• Bankruptcy. Section 199 bars an undischarged bankrupt from acting without the court's leave.
• Disqualification. Sections 200 and 201 cover court disqualification orders and personal liability for acting while disqualified.
• Sector approval. Banks, insurers and other licensed firms may need the regulator's fit and proper clearance before the appointment takes effect.

Form 213a asks for full and former names, residential address, nationality, date of birth, occupation and other directorships. Attach a certified passport or national ID. The new director's name must match the identity document exactly, or the Registrar will query it. Global Law Experts (21 July 2026) list the same document set.

The duties begin on appointment, not on filing. Our guide to directors' duties in Tanzania explains what a new director takes on under sections 185 to 188.

How does a director resign?

The articles usually let a director resign by written notice to the company. The resignation takes effect on the date in the letter, or on delivery if no date is given. The board notes it in a minute, and the secretary files Form 213b.

Three points cause trouble:

• The last director. A resignation that leaves the company below the section 189 minimum should be paired with a new appointment.
• Bank signatories. The outgoing director stays on the bank mandate until the bank receives a new board resolution. Payments can be blocked in the gap.
• Tax exposure. Section 76 of the Tax Administration Act deals with the liability of managers of entities. Leaving the board does not wipe out exposure for tax arrears from the period of office.

A director who resigns cannot force the company to file. If the company does not file Form 213b, the outgoing director should write to the company and keep proof. BRELA's public record will otherwise keep the name on file, and banks and counterparties rely on that record.

How do shareholders remove a director?

Section 196 gives members the power to remove a director. A company may remove a director by ordinary resolution before the end of the term, despite anything in the articles or in an agreement with the director. Port Town Legal and the Tanzania Law Students Portal note by Isack Kimaro (updated 25 November 2024) state the rule in the same terms.

The procedure is strict:

1. A member gives the company special notice of the resolution under section 147. On the 2002 text this is at least 28 days before the meeting.
2. The company sends a copy to the director concerned.
3. The director may make written representations and ask that they be circulated to members.
4. The director may speak at the meeting.
5. Members vote at a general meeting. A simple majority of votes cast passes an ordinary resolution.

Removal needs a meeting. Practitioners read section 150 as not allowing a written resolution to remove a director under section 196, because the director's right to be heard would be lost. Our guide to general meeting requirements covers notice periods and voting.

Removal ends the office, not the contract. A director who is also an employee or holds a service contract may claim damages or compensation. A payment for loss of office needs members' approval under section 204. Employment issues run under the employment laws in parallel.

Removal is often contested. A disputed meeting, a challenge to the special notice, an unfair prejudice claim or a claim for damages belongs with an advocate. Zatra routes those matters to a licensed advocate and prepares the company file.

Which BRELA forms and fees apply to a change of directors?

BRELA posted the new director forms on its Company Forms page on 8 May 2026. Filing runs through the BRELA Online Registration System (ORS), where the company's account holder submits the form and pays against a GePG control number. Use one form for each person and each event.

All amounts come from the Zatra fee register at 26 September 2026, which rests on section 458 and BRELA's companies fee schedule. The amount on the GePG control number governs on the day of payment.

Section 213 sets the period for telling the Registrar about a change. GN 82 prints no deadline on the forms. Zatra works to 14 days from the effective date, and Global Law Experts advise filing within fourteen days. Treat 14 days as the safe working limit and confirm the current text before relying on a longer one. Cliffe Dekker Hofmeyr's filing note still lists the old Forms 210a to 210c and adds that changes also show in the next annual return.

What else must change after the BRELA filing?

BRELA's record is only one of several. Each holder of company data keeps its own file, and none of them reads BRELA's register automatically.

Statutory register. The company keeps its own register of directors at the registered office. It must match BRELA's record. Our guide to statutory registers in Tanzania shows the columns.

Beneficial ownership. A director change does not always change the beneficial owners. It does where the director also owns or controls the company, for example a founder who leaves and sells shares. The Companies (Beneficial Ownership) Regulations 2023, GN 478 of 2023, require a change notice within thirty days (reg. 5(1)) and a cessation notice within thirty days (reg. 3(5)). Our guide to beneficial ownership compliance explains who counts.

Bank. The bank needs a certified board resolution, the new signatory's identity documents and often an official search. Expect fresh KYC on the incoming director. Our note on corporate bank account KYC lists what banks ask for.

TRA. Under section 25(2) of the Tax Administration Act (TanzLII text of 30 November 2019), a TIN holder notifies the Commissioner General in writing within thirty days of a change of details. TRA's taxpayer portal instruction covers contact amendments online; other changes go through the TRA office. Our TIN registration guide covers the biometric step.

Do foreign directors need a work permit in Tanzania?

Holding the office of director is a company-law act. Working in Tanzania is a labour and immigration act. Section 9(1) of the Non-Citizens (Employment Regulation) Act, Cap. 436 bars a non-citizen from engaging "in any occupation for reward, profit or non-profit" without a work permit or a certificate of exemption.

A non-resident director who visits for board meetings is in a different position from one who runs the business day to day. The Tanzania High Commission in Kuala Lumpur publishes a visa information page. It says a multiple entry visa "may also be issued to Directors of Companies registered in Tanzania who do not reside in the country." The applicant uploads a BRELA search as proof. The visa runs up to 12 months, with stays of up to three months.

Some practitioner guides go further. Port Town Legal writes that "a foreign director must have a valid residence and work permit or certificate of exemption." The Act ties the permit to engaging in an occupation, not to the title. Where the line is unclear, take an advocate's written opinion before the director starts work. Our work and residence permits service handles the applications.

How does Zanzibar differ?

Company registration is not a Union matter. A company incorporated in Zanzibar is registered by the Business and Property Registration Agency (BPRA) under the Zanzibar Companies Act No. 15 of 2013. BPRA's Company Acts page links the text of the 2013 Act. Its arrangement of sections has the same building blocks as Cap. 212, under different numbers.

We read only the arrangement of the Zanzibar Act this session, not the operative text of those sections. Confirm the notice period and the form with BPRA before filing. A BRELA filing does not update a Zanzibar company, and a BPRA filing does not update a Mainland one. Our explainers on registering with BPRA rather than BRELA and on the Zanzibar work permit cover the island side.

What happens if a change of directors is filed late or not at all?

The indirect cost is usually larger. A stale record lets a removed director keep signing on the bank account or appear as an authorised officer to suppliers. It also surfaces in due diligence when the company raises money or is sold. Our company due diligence guide shows how buyers test the director history.

Worked example: replacing a director in a Dar es Salaam company

Pwani Logistics Ltd is a private company with two directors: Asha, a Tanzanian citizen, and Daniel, a Kenyan citizen who lives in Nairobi. Daniel resigns on 3 November 2026. The shareholders appoint Priya, a non-resident Indian citizen nominated by the foreign parent, in the same resolution. Neither Daniel nor Priya holds shares, so the beneficial owners do not change.

The government charges, from the Zatra fee register at 26 September 2026:

Now assume the forms are filed on 20 January 2027 instead. Counting from the 14-day working date of 17 November 2026, that is two months and part of a third, so three months at TZS 2,500 for each form. The penalty is TZS 7,500 per form, or TZS 15,000 for both (F0006). The late cost is small. The larger risk is that the bank and suppliers still see Daniel as a director for two extra months.

If Priya later moves to Dar es Salaam to run operations, the visa no longer fits. She would then need a work permit and a residence permit before starting work.

Professional fees sit in a separate bucket. Zatra quotes its fee for the resolution, register and filings per engagement and shows it apart from government charges. Government charges are paid at the official rate against a GePG control number.

What to do now

1. Read the articles. Confirm who appoints, how a director resigns and what quorum the board needs.
2. Check the numbers. Make sure the board stays at or above the section 189 minimum on every date.
3. Collect consent and identity. Get the incoming director's signed consent and a certified passport or national ID.
4. Pass the right resolution. Use a board resolution or members' resolution for an appointment, and a general meeting after special notice for a removal.
5. Update the register. Enter the change in the register of directors and the minute book on the effective date.
6. File on ORS. Submit Form 213a, 213b or 213c within 14 days and pay TZS 22,000 per form (F0005).
7. Test beneficial ownership. If control moved, file Form 15f or 15c within 30 days (F0019).
8. Tell the bank and TRA. Lodge the bank mandate resolution and update TRA within 30 days.
9. Sort immigration. Decide whether a foreign director visits or works, and apply for the right visa or permit.

Key dates and deadlines

The annual return repeats the director list each year. Our guide to the annual return in Tanzania explains how Form 131 picks up the change.

How Zatra helps

Zatra's company changes desk drafts the resolutions, consents and resignation letters, updates the statutory registers and files Forms 213a to 213c on ORS. Our corporate secretarial team keeps the register and minute book in order. The same file then goes to the bank under our bank account and KYC service and to TRA through our TIN and tax registration desk. For a wider view of post-incorporation filings, see our overview of filing company changes in Tanzania.

Some matters belong with an advocate, and Zatra routes them to one. That covers a contested removal, a challenge to a meeting, a claim for damages by a removed director, a legal opinion on a foreign director's permit position, and any prosecution or seizure. Zatra prepares the file and does not decide or guarantee any authority's outcome. Government charges are paid at the official rate on a GePG control number and shown separately from Zatra's professional fee.

Sources and status

Accurate as at 19 October 2026. Fees are from the Zatra fee register at 26 September 2026. Section numbers follow the Companies Act, Cap. 212 R.E. 2023 as published by BRELA.

• The Companies Act, Cap. 212 R.E. 2023: Office of the Attorney General revised edition, hosted by BRELA, 2023. Accessed 19 Oct 2026.
• The Companies Act, Chapter 212 R.E. 2023: Office of the Solicitor General e-Library, item dated 1 Jul 2025. Accessed 19 Oct 2026.
• Companies (Forms) (Amendment) Rules, 2026, GN No. 82: Government Notice of 20 Mar 2026, hosted by BRELA. Accessed 19 Oct 2026.
• Company Forms, Forms 213a to 214: BRELA, posted 8 May 2026. Accessed 19 Oct 2026.
• Online Registration System: BRELA live portal, 2026. Accessed 19 Oct 2026.
• Companies (Beneficial Ownership) Regulations 2023, GN 478 of 2023: Government Notice of 21 Jul 2023, copy hosted by FB Attorneys. Accessed 19 Oct 2026.
• Non-Citizens (Employment Regulation) Act, Cap. 436: TanzLII consolidation of 14 Mar 2025. Accessed 19 Oct 2026.
• Tax Administration Act, 2015: TanzLII version of 30 Nov 2019. Accessed 19 Oct 2026.
• Updating TIN information in the taxpayer portal: Tanzania Revenue Authority, undated, live 2026. Accessed 19 Oct 2026.
• Types of visa: Tanzania High Commission, Kuala Lumpur, page dated 2026. Accessed 19 Oct 2026.
• Company Acts and Companies Act No. 15 of 2013: BPRA Zanzibar, uploaded Feb 2025. Accessed 19 Oct 2026.
• Change of directors, shareholders and company secretary in Tanzania: Global Law Experts (Ernestilla, Mafita and Company Advocates), 21 Jul 2026. Accessed 19 Oct 2026.
• Doing Business in Tanzania Comparative Guide: Port Town Legal on Mondaq, 14 Aug 2024. Accessed 19 Oct 2026.
• Resident director requirement and filing requirements for a change of directors: Cliffe Dekker Hofmeyr, undated, live 2026. Accessed 19 Oct 2026.
• Powers, duties and liabilities of directors: Isack Kimaro, Tanzania Law Students Portal, updated 25 Nov 2024. Accessed 19 Oct 2026.

Figures to confirm before you act

• The period in section 213 for notifying the Registrar of a change; Zatra works to 14 days.
• The words of section 189 on the minimum number of directors, read in practice as two.
• The minimum age in section 197, given as 21 years on the 2002 text.
• The 28-day special notice period in section 147 and the written-resolution exclusion in section 150, read from the 2002 text.
• The fine for failing to keep or update the register of directors under section 213.
• The TRA notification section number in the Tax Administration Act R.E. 2023.
• Zanzibar: BPRA's form, fee and notice period for a director change under the 2013 Act.

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.