Companies Act Amendments 2026 Tanzania: Nominees, Inspections and Foreign Branches

The Companies Act amendments of 2026 in Tanzania are now law. They did not arrive as a new Companies Act. They came in Part VI of an omnibus statute, the Written Laws (Miscellaneous Amendments) Act, 2026, which also changed twenty other laws. The company-law part is short, but it reaches every company that uses a nominee, every foreign company with a Mainland branch, and every company that files an annual return.

This post covers only what the amending Act changed. For the general beneficial ownership rules, read our guide to beneficial ownership disclosure in Tanzania. For the new form numbers, read the BRELA company forms guide under GN 82 of 2026.

What changed

Part VI of the Act amends nine existing sections of the Companies Act, Cap. 212 R.E. 2023, as published by BRELA and adds three new ones. In short:

• Nominees on the record. Nominee directors and shareholders are defined, recorded at incorporation, marked in the statutory registers and listed in a new BRELA register.
• Fuller annual returns. Each member's paid up and unpaid up shares of each class must be shown.
• Registrar inspections. BRELA may inspect company records with or without prior notice.
• Name directions enforced. Ignoring a direction to change a name becomes a ground for strike-off.
• Foreign branches disclose owners. Branches must file a shareholder list and beneficial owner records, and return shareholder changes.
• Wider data access. Reporting persons under the Anti-Money Laundering Act may see beneficial owner information.

Who is affected

• Mainland companies with any shareholder or director who acts on another person's instructions, including family, trust and investor-side arrangements.
• Foreign companies registered under Part XII with a place of business on the Mainland, which now owe a shareholder list and beneficial owner records.
• Every company that files an annual return, because the share capital section of the return asks for more detail.
• Company secretaries, accountants and advocates who keep statutory registers, since BRELA can now inspect those registers at short notice.
• Banks and other reporting persons under the Anti-Money Laundering Act, which gain access to the Registrar's beneficial ownership data.

Foreign-owned companies already preparing for ownership reviews should also read our note on BRELA fronting checks. The new nominee rules make a fronting structure harder to keep off the record.

Which Act made the changes, and is it in force?

The changes sit in the Written Laws (Miscellaneous Amendments) Act, 2026, Act No. 6 of 2026. The record on the Office of the Attorney General legislation portal gives the publication and commencement date as 2 October 2026.

The enacted text of Act No. 6 of 2026 shows the full path. Parliament passed it on 1 September 2026. The President assented on 19 September 2026. It was published in the Act Supplement to the Gazette, No. 40, Vol. 107, on 2 October 2026. The Solicitor General's e-library entry for Act No. 6 of 2026 carries the same gazetted copy.

The Act contains no commencement section and no Part is left for a later appointed date. The general rule is that such an Act takes effect on publication, which matches the 2 October 2026 date on the Attorney General's record.

The Bill had a long road. It was published on 15 January 2026 as Special Bill Supplement No. 1. The Attorney General presented it to Parliament on 1 September 2026, as the Daily News reported on the day.

The EY Global Tax News alert of 9 November 2026 confirms the same assent and effective dates. Clyde & Co's note of 22 October 2026 confirms the Act number and the 2 October gazette date.

Section by section: what does Act No. 6 of 2026 amend?

The table maps each section of the amending Act to the Companies Act section it changes. Section numbers in the right-hand column follow Cap. 212 R.E. 2023.

What counts as a nominee under the new definitions?

The new section 2 definitions turn on instructions. A nominee is a person instructed by a nominator to act on the nominator's behalf in a certain capacity regarding a company. The nominator is the person who gives that instruction, directly or indirectly, for the capacity of director or shareholder.

A nominee director routinely exercises a director's functions on behalf of, and subject to the instructions of, the nominator. A nominee shareholder exercises voting and ancillary rights on the nominator's instructions, or receives dividends on the nominator's behalf.

Two practical points follow:

• Informal arrangements count. The definitions do not need a written nominee agreement. A relative who votes as an investor directs is a nominee shareholder.
• Dividends alone can be enough. A registered holder who passes dividends to someone else falls within the nominee shareholder definition.

Nominee status does not replace beneficial ownership disclosure. The nominator is usually also a beneficial owner and must still be named. Our earlier guide, Nominee Shareholders and Beneficial Ownership: Name the Principal, covers that link.

What must a Mainland company record and file now?

For new incorporations, section 15(2)(c) adds nominee records to the statement delivered to the Registrar. For existing companies, the duty lands in the statutory registers kept at the registered office.

• Register of members. Section 118(1) now names nominee shareholders, and the new section 118(2) requires the particulars prescribed in regulations.
• Register of directors. Section 213(1) adds nominee directors, and the new section 213(3A) requires the prescribed particulars.
• Annual return. Section 133(5)(b) requires the number of paid up and unpaid up shares of each class held by each member, at the date the return is made up to.

The regulations that prescribe nominee particulars had not been published when we checked on 11 November 2026. Until they appear, keep the particulars the beneficial ownership rules already ask for: full name, identity document, nationality, address, and the nature of the arrangement. That record will be ready when the form arrives.

The annual return change has an immediate effect. Many companies allotted shares partly paid and never tracked calls. Reconcile the share register with the bank record of capital received before your next return. Our annual return guide covers the filing itself.

Can the Registrar inspect a company without notice?

Yes. New section 220A gives the Registrar, or any authorised officer performing company registration duties, power to inspect a company's records, accounts and other relevant documents. The inspection may happen with or without prior notice. It may take place at the registered office or wherever the records are kept.

The company, its directors, officers and employees must give full cooperation. A person who fails to provide documents, obstructs an inspection, or gives false or misleading information is liable to a default fine. Section 220A(5) says the power is implemented under regulations made under section 493(2).

This is a registry inspection, separate from the investigations by inspectors in sections 220 to 231. A company whose records sit with an outside secretary should agree who receives the officers.

The Act does not state the amount of the default fine in section 220A. We list that under the figures to confirm below. An inspection that turns into a prosecution, a seizure of records, or a dispute over privilege is a matter for an advocate.

What must a foreign company branch file, and by when?

Section 438(1) lists the documents a foreign company delivers to register a place of business. Two items are new:

• Paragraph (h): a list of shareholders with the address, number and class of shares of each shareholder.
• Paragraph (i): accurate and up to date beneficial owner records, with full name, date and place of birth, telephone number, nationality and identification, addresses, place of work and position, the nature of the interest, and an oath or affirmation on domestic or foreign politically exposed person status.

New section 438(4) gives a foreign company registered before paragraph (h) took effect six months from that date to comply. Counting from 2 October 2026, the window closes at the start of April 2027. EY gives the date as 1 April 2027. Treat 31 March 2027 as the working deadline.

The six-month wording refers to paragraph (h). Whether it also covers the beneficial owner records in paragraph (i) is not spelt out. The safe course is to file both together within the window.

Section 440(1)(b) now covers changes in the directors, secretary or shareholders of a foreign company. A branch must therefore return each change in its parent's shareholding. EY reports a 60-day limit for that return. Check the period in section 440 before relying on it. Our foreign company registration service handles these filings.

When can BRELA strike a company off over its name?

Section 33(2) lets the Registrar direct a company to change a name that is too like an existing one. The direction must come within six months of registration. The company then has six weeks, or a longer period the Registrar allows, to change it.

Section 33 of the amending Act adds a new paragraph (d) to section 404(1): a registered company that fails to comply with section 33. Section 404 is the Registrar's power to strike off a company registered by fraud or carrying on illegal business. A company that ignores a name direction now faces the same route.

This is different from the mass strike-off of defunct companies under section 403. That process is covered in our post on the BRELA strike-off notice for 5,277 companies. A section 404 strike-off rests on a specific default, so it can be avoided by acting on the direction.

What did the Bill propose that the Act left out?

Several commentaries were written on the January 2026 Bill and still circulate. The enacted Act differs from the Bill in three ways that matter:

The objects change drew the most attention. Rive & Co, Rex Attorneys and Theodore Attorneys all described it from the Bill. On our reading of the gazetted Act, section 8 is unchanged. Companies do not need to rewrite their memorandum for this reason.

Who can now see beneficial ownership data?

Section 457 sets who may access the Registrar's beneficial owner information. EY notes that access was previously limited to specified public authorities. New paragraph (g) adds any reporting person as defined under the Anti-Money Laundering Act, which covers banks and other regulated firms.

Part II of the same Act amends the Anti-Money Laundering Act, splitting politically exposed persons into domestic and foreign categories and adding suspicious transaction duties for listed professionals in a new section 18A.

The practical result is that a bank can compare its own customer file with the BRELA record. Differences will show. Our post on the Registrar file and the bank file explains why the two often diverge and how to align them.

Does the amendment reach Zanzibar companies?

No, as far as we could verify. Act No. 6 of 2026 amends the Companies Act, Cap. 212, which BRELA administers for Mainland Tanzania. Companies incorporated in Zanzibar sit under the Zanzibar Companies Act No. 15 of 2013 and register with the Business and Property Registration Agency (BPRA).

We found no Zanzibar instrument adopting these changes as at 11 November 2026. We could not verify whether BPRA has issued its own nominee or inspection rules. A Mainland company with a Zanzibar branch still files under Cap. 212 for the Mainland entity. Zanzibar's 2022 amendment removed the need for a separate subsidiary, as EY reported in January 2023. Our guide to Mainland and Zanzibar company setup covers the two registries.

Worked example: a nominee-held company and a foreign branch

Kilima Trading Limited is a Dar es Salaam company with 10,000 shares of TZS 10,000 each. Two Tanzanian shareholders hold 4,000 shares on the instructions of a Kenyan investor. One of its three directors acts on that investor's directions. Only 6,000 shares are fully paid.

• The two holders are nominee shareholders and the director is a nominee director under the new section 2.
• The register of members and the register of directors must show them as nominees, with the prescribed particulars once regulations issue.
• The next annual return must show, for each member, how many shares are paid up and how many are unpaid. Here that is 6,000 paid and 4,000 unpaid, or TZS 40,000,000 in uncalled capital.
• The Kenyan investor is the beneficial owner and must be on the beneficial ownership filing.

Its sister business, a Kenyan company with a registered branch in Arusha, must deliver a shareholder list and beneficial owner records by the end of March 2027.

Filed on time, Kilima pays TZS 66,000 in BRELA charges. The real exposure is the TZS 5,000,000 to 10,000,000 fine for beneficial ownership failures, plus any default fine after an inspection. BRELA has not published a fee line for the nominee register itself, so BRELA assesses any charge when the form issues.

Government charges are paid to BRELA at the official rate against a control number. They are separate from Zatra's professional fee and from any advocate's fee.

What to do now

1. Map every nominee. List each shareholder and director who acts on someone else's instructions, and name the nominator.
2. Update the registers. Mark nominees in the register of members and the register of directors, with identity details on file.
3. Reconcile paid and unpaid shares. Match each member's holding to capital received, so the next annual return is right.
4. Refresh beneficial ownership filings. Make sure each nominator who is a beneficial owner appears on the BRELA record.
5. Prepare for inspection. Put registers, minutes, accounts and filings in one place, and name who receives BRELA officers.
6. File the branch shareholder list. Foreign companies with a Mainland branch should deliver the list and owner records before 31 March 2027.
7. Diary branch changes. Set a process to return each change in the parent's shareholders under section 440.
8. Act on any name direction. Change the name within six weeks, or ask the Registrar for more time in writing.
9. Watch for regulations. Check the Gazette and BRELA for the nominee particulars and any section 468A guidelines.

Key dates

How Zatra helps

Zatra reviews your shareholder and director arrangements against the new nominee definitions, updates the statutory registers, and prepares the BRELA filings. Our corporate secretarial service keeps registers inspection-ready, and our beneficial ownership compliance service aligns the BRELA record with your bank file. For a branch, we prepare the shareholder list and owner records.

Prosecutions, seizures of records, disputes with the Registrar and formal legal opinions go to an advocate, who represents you. Zatra prepares the file and coordinates. Zatra does not decide or guarantee any authority's outcome.

Government fees are paid to BRELA at the official rate against a control number. They are separate from Zatra's professional fee, which we quote in writing before work starts. To begin, contact Zatra with your share register and the latest BRELA company search.

Sources and status

Accurate as at 11 November 2026.

• The Written Laws (Miscellaneous Amendments) Act, No. 6 of 2026. Government Printer, Act Supplement No. 40 to the Gazette, 2 October 2026. Accessed 11 Nov 2026.
• Act No. 6 of 2026, legislation record. Office of the Attorney General, 2 October 2026. Accessed 11 Nov 2026.
• The Written Laws (Miscellaneous Amendments) Act, No. 6 of 2026. Office of the Solicitor General e-library, 2 October 2026. Accessed 11 Nov 2026.
• The Written Laws (Miscellaneous Amendments) Bill, 2026. Special Bill Supplement No. 1, 15 January 2026. Accessed 11 Nov 2026.
• The Companies Act, Cap. 212 R.E. 2023. BRELA, Revised Edition 2023. Accessed 11 Nov 2026.
• Business and Property Registration Agency. BPRA, Zanzibar, web page, 2026. Accessed 11 Nov 2026.
• Tanzania proposes amendments to 21 laws. Daily News, 1 September 2026. Accessed 11 Nov 2026.
• Tanzania amends Companies Act to strengthen ownership transparency and regulatory oversight. EY Global Tax News, 9 November 2026. Accessed 11 Nov 2026.
• Tanzania introduces key amendments to patent and trade mark law. Clyde & Co, 22 October 2026. Accessed 11 Nov 2026.
• Tanzania proposes changes to laws via the Miscellaneous Amendments Act, 2026. Rive & Co, 2026, on the January Bill. Accessed 11 Nov 2026.
• Proposed amendments to the Companies Act Tanzania 2026. Rex Attorneys, 2026, on the January Bill. Accessed 11 Nov 2026.
• The 2026 Written Laws Miscellaneous Amendments. Theodore Attorneys, 21 March 2026. Accessed 11 Nov 2026.
• Mainland companies no longer required to register a subsidiary in Zanzibar. EY Global Tax News, 18 January 2023. Accessed 11 Nov 2026.

Figures to confirm before you act

• The amount of the default fine under section 220A(4) and where Cap. 212 sets it.
• The regulations under section 493(2) that govern inspections, and the nominee particulars regulations for sections 15, 118, 213 and 456A.
• The exact last day of the six-month window in section 438(4), and whether it also covers the beneficial owner records in paragraph (i).
• The time limit in section 440 for returning a change in a foreign company's shareholders, reported by EY as 60 days.
• The notice steps the Registrar follows before a strike-off under section 404.
• Any BRELA fee for nominee filings, and whether the Part XII late fee applies to the new shareholder list.
• Whether BPRA has adopted comparable rules for Zanzibar companies.

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.