Company Seal Tanzania: How a Company Signs, Seals and Executes Deeds

The company seal Tanzania question comes up at almost every signing table. A bank officer asks where the seal is. A landlord's advocate wants an impression on every page. The law answers most of these questions plainly.

This guide explains how a Mainland company executes documents: with or without a seal, as a deed, through an officer or attorney, before incorporation and from abroad. It then sets out what banks, BRELA, the land registry and TRA look for. Zanzibar is covered separately.

What the law says

Chapter III of Part II of the Companies Act Cap. 212 R.E. 2023 is headed "A Company's Capacity; Formalities of Carrying on Business". It runs from section 37 to section 46. We read the operative text of those sections in the Revised Edition published by BRELA. The rules that matter for signing are these:

• Sections 38 and 39. Outsiders dealing in good faith can rely on the board's power to bind the company and need not check the constitution.
• Section 40. A company contracts under its common seal, or through a person with express or implied authority.
• Section 41. A company need not have a seal. Two statutory signatures have the same effect as sealing.
• Section 42. A contract made for a company not yet formed binds the person who signed for it.
• Sections 44 to 46. Attorneys and official seals for deeds abroad, and authentication without a seal.

Two other Mainland statutes shape practice. The Land Registration Act Cap. 334 R.E. 2023 sets its own rules for executing and attesting deeds lodged with the Registrar of Titles. The Stamp Duty Act Cap. 189, administered by TRA, decides whether a signed instrument can be relied on in a registry or a court.

Who should read this

This guide is for directors, company secretaries, finance leads and in-house counsel of Tanzanian companies, and for foreign parents whose directors sign remotely. The question arises when opening a bank mandate, signing a lease or mortgage, filing with BRELA, granting a power of attorney, or signing before registration.

If you are still forming the company, start with our guide to the memorandum and articles of association, since the articles often contain the company's own signing rules.

Is a company seal still required in Tanzania?

No, not by the Companies Act. Section 41(1) says a document is executed by a company by affixing its common seal, and then adds that a company need not have a seal. Section 41(2) gives the alternative. A document signed by a director and the secretary of a company, or by two directors, and expressed to be executed by the company, has the same effect as if it were executed under the common seal.

So a seal is one way to execute, not the only way. Tanzanian advocates have said the same for years. FB Attorneys wrote on 23 May 2022 that affixing a common seal "is not mandatory", while noting that market practice is still to execute most documents under seal. That article cites an earlier section number for the rule. In the Revised Edition 2023 the rule sits in section 41, which is the number to use.

Three things still keep seals in use:

• The articles. Many older articles say documents "shall be sealed". A board that ignores its own articles invites argument.
• Counterparties. Banks, landlords and government buyers often have checklists that list a seal. A checklist does not change the law, but it can delay you.
• Older statutes. Section 44 of the Companies Act still speaks of empowering an attorney "by writing under its common seal". Section 92 of the Land Registration Act treats sealed and unsealed corporate deeds differently.

Keep a seal if your articles or your bank require one, and use it only under a board resolution. Do not let a missing seal stop a signing the Act permits.

Who can sign for a Tanzanian company?

There are four routes. Each has a different source of authority and suits a different document.

The statutory route needs two people. A company with one director signs through that director and the company secretary. Section 191 of the Act is headed "Avoidance of acts done by person in dual capacity". We read the heading only, so confirm its text before one person signs as both director and secretary. Our guide to the one person company explains how a single-shareholder company is staffed, and our company secretary guide covers the secretary's role under section 190.

The words on the page matter. Section 41(2) applies to a document "expressed to be executed by the company". Write the block as "Executed by ABC Limited acting by", then the two signatories and their capacities. Otherwise a director may be said to have signed personally.

How does a company execute a deed?

A deed is a formal written instrument, used for land, security, powers of attorney and some guarantees. Section 41(3) says a document executed by a company which makes it clear on its face that it is intended to be a deed has effect, on delivery, as a deed. It is presumed delivered on execution unless a contrary intention is proved.

In practice, a company deed should call itself a deed, be executed by seal or two statutory signatures, state its date of delivery, and be stamped in time.

Section 41(4) protects a purchaser. In favour of a purchaser, a document is deemed duly executed if it purports to be signed by a director and the secretary, or by two directors. Section 41(5) defines a purchaser as a purchaser in good faith for valuable consideration, including a lessee, a mortgagee or another person acquiring an interest in property. This is why a lender or tenant can usually rely on two signatures without checking the internal minutes.

Land deeds add their own layer. Under section 92 of the Land Registration Act, a corporation executes a deed by affixing its common seal and delivering it. Where it is not required by law to have a seal, it signs through the persons authorised by law or by its constitution. Section 93 requires attestation. A deed signed for a corporation without a seal must be attested by an "authorised witness". A sealed deed is attested by the persons the articles require, plus an authorised witness where the seal is affixed outside Tanzania. Section 94 lets the Registrar accept a sealed and properly attested deed as duly executed.

When can you rely on an officer's authority?

Most company documents are not deeds, and managers sign them daily. Section 40 allows a contract to be made by any person acting under the company's express or implied authority.

Express authority comes from the articles, a board resolution or a power of attorney. Implied authority comes from the role a person holds. A managing director can usually sign ordinary trading contracts; a junior officer cannot sign a ten-year lease.

Sections 38 and 39 protect outsiders. A person dealing with the company in good faith can treat the board's power to bind the company as free of internal limits, and need not check the memorandum. These protections have limits:

• They do not apply where the other party is a director of the company or its holding company, or a person connected with a director.
• They protect against limits in the constitution. They do not turn a stranger into an agent.
• The directors remain liable to the company for exceeding their powers.

The best evidence of authority is a board resolution naming the transaction, the signatories and any limits. Section 46 lets the secretary authenticate a copy of it without a seal. Our guide on directors' duties covers the liability side.

What happens to contracts signed before incorporation?

A company does not exist until BRELA registers it. Under section 42, a contract made for a company not yet formed has effect as a contract with the person acting for it, who is personally liable unless agreed otherwise. Deeds follow the same rule.

Founders often sign leases and supply orders while the name is reserved. Section 32 lets the Registrar reserve a name for thirty days, extendable to sixty for special reasons. A reserved name is not a company. Anything signed in that name before the certificate of incorporation is the founder's own obligation.

There are three ways to manage the risk:

• Wait. Sign after the certificate of incorporation is issued.
• Agree otherwise. Add a clause releasing the founder once the company adopts the contract.
• Replace the contract. Have the company sign a novation that releases the founder.

A board resolution adopting the contract helps evidence the company's intent, but on our reading of section 42 it does not by itself release the founder. The counterparty must agree to that.

How do you sign company documents abroad?

The Companies Act gives two tools for deeds signed abroad:

• Section 44. A company may, by writing under its common seal, empower an attorney to execute deeds for it outside Tanzania. Those deeds bind the company as if sealed by it.
• Section 45. If its articles allow, a company may keep an official seal for use abroad: a facsimile of the common seal with the place name added.

Often the easier option is section 41(2), with directors signing counterparts in different countries. The question then becomes proof: a Tanzanian registry or bank must trust a signature made overseas.

That proof comes from notarisation and legalisation. Under section 11 of the Notaries Public and Commissioners for Oaths Act Cap. 12 R.E. 2023, a Tanzanian foreign service officer abroad may do any notarial act a Tanzanian notary can do. The act is as effectual as if done in Tanzania. A document bearing the officer's seal or signature is admitted in evidence without proof of the seal or signature.

The other route is a local notary, followed by authentication. Tanzania is not listed as a contracting party on the HCCH status table for the Apostille Convention, which we read on 3 November 2026. An apostille alone is therefore not the end of the chain. UK notaries Vanner Perez describe a two-step process for UK documents: an apostille from the Foreign Office, then attestation by the Tanzanian High Commission. Requirements vary by country, so confirm with the Tanzanian mission before signing. Our guide to notarising company documents walks through each step.

When should a company use a power of attorney?

A power of attorney suits directors who are rarely in Tanzania, repeated filings, and land dealings handled by a local manager.

The power itself must be executed correctly. A power that authorises the signing of deeds is safest executed as a deed under section 41, with two statutory signatures or the seal. Section 44 still refers to writing under the common seal for an attorney who executes deeds abroad. Where a counterparty or registry relies on that section, consider sealing the power as well.

Land adds strict rules. Section 95 of the Land Registration Act says a deed signed by an agent is not accepted for registration unless the agent was authorised by a power of attorney executed and attested under sections 92 and 93. Section 96 provides for the Registrar of Titles to file the power on the joint application of donor and donee. A revocation must also be filed. Until a notice of revocation is filed, the Registrar treats the power as subsisting.

Stamp duty applies. The Stamp Duty Act charges TZS 2,000 on a power of attorney (F0267). The Registrar of Titles charges TZS 15,000 to file a power of attorney (F0466) and TZS 10,000 to file its revocation (NEW-05-13). Our full guide to the power of attorney in Tanzania covers registration under the Registration of Documents Act, wording and revocation.

What banks, BRELA, the land registry and TRA expect

Each institution applies its own checklist on top of the Act.

Banks. CRDB's business account page lists an application letter, a board resolution to open the account, company registration documents, a business licence, a TIN and photographs and IDs of signatories. It does not list a seal, though some banks' mandate forms ask for one. Our guide to corporate bank account KYC explains the full pack.

BRELA. BRELA works from its forms, now set by GN 82 of 2026, covered in our BRELA company forms guide. Each form names who signs it. BRELA charges TZS 22,000 to file each document (F0005), TZS 3,000 per page to certify a document (F0008) and TZS 10,000 for a copy of the certificate of incorporation (F0012). Certified copies from BRELA are what banks and counterparties trust most.

Land registry. The Registrar of Titles applies sections 92 to 96 of the Land Registration Act. The authorised witness for an unsealed corporate deed is defined by rules under the Act or by the Minister's written authority. Confirm who qualifies before the signing meeting. Foreigners face separate limits on holding land; see can foreigners own land in Tanzania.

TRA. TRA's stamp duty page says chargeable instruments executed on the Mainland must be stamped within thirty days of execution. Instruments executed abroad run from their first arrival on the Mainland. Late stamping costs the proper duty plus a penalty of 25% of the duty, capped at ten times the proper duty (NEW-02-25). An unstamped instrument also creates problems as evidence. Our stamp duty guide lists the main rates.

How does Zanzibar differ?

Zanzibar is a separate company jurisdiction. Companies formed there register with the Zanzibar Business and Property Registration Agency (BPRA) under the Companies Act No. 15 of 2013, not with BRELA under Cap. 212. BPRA's site blocked automated retrieval of the Act during our research, so we have not read its execution provisions. Do not assume the Zanzibar Act copies section 41 word for word. Confirm with BPRA or a Zanzibar advocate before relying on two signatures without a seal.

A 2022 amendment matters for groups. PKF reported on 25 September 2023 that the Written Laws (Miscellaneous Amendment) Act No. 10 of 2022 repealed section 238(3) of the Zanzibar Companies Act. Our guide to registering a company in Zanzibar explains the registry.

Worked example: a company with a director abroad signs a lease and a power of attorney

This is a hypothetical business. Mto Agro Limited is a Mainland company with two directors and a company secretary. One director lives in Germany. The other director and the secretary live in Dar es Salaam. The company has no seal. It needs to sign a five-year office lease at USD 3,000 a month, appoint its operations manager as attorney for land matters, and open a bank account.

Who signs. The lease and the power of attorney are executed under section 41(2) by the Dar es Salaam director and the secretary. Each is expressed to be executed by the company, and the power is drafted as a deed. The German director does not need to sign. A board resolution approves both documents, and the secretary certifies it under section 46.

Had the German director signed instead. Tanzania is not listed under the Apostille Convention, so the director's signature would need notarisation and then authentication through the Tanzanian mission, or a signing before a Tanzanian foreign service officer under Cap. 12 section 11. The mission's charges are assessed on application, so we do not cost them here.

Stamp duty on the lease. Duty is 1% of the annual reserved rent (F0265). The annual rent is USD 3,000 × 12 = USD 36,000. Duty is USD 36,000 × 0.01 = USD 360, assessed and paid in shillings.

Government charges in shillings.

The shilling total is 2,000 + 20,000 + 15,000 + 36,000 + 10,000 = TZS 83,000. The lease duty of USD 360 is paid separately in shillings at the rate TRA applies. The amount on each control number governs on the day of payment. Zatra's professional fee is quoted separately and is not part of these figures.

What to do now

1. Read your articles. Check whether they require a seal, name who witnesses it, or limit who may sign. Amend them by special resolution if they conflict with how you work.
2. Adopt a signing policy. Pass a board resolution that sets who signs which documents, the value limits, and who holds any seal.
3. Use the right execution block. Write each deed and major contract as executed by the company, acting by a director and the secretary or by two directors.
4. Plan foreign signatures early. Decide whether a director abroad signs before a Tanzanian mission, a local notary with authentication, or not at all.
5. Grant powers of attorney carefully. Execute them as deeds, stamp them, and file land powers with the Registrar of Titles.
6. Stamp within 30 days. Present every chargeable instrument to TRA within thirty days of execution or of arrival from abroad.
7. Keep a signing file. Store the resolution, the signed original, the stamp receipt and any registry filing receipt together.

Key dates and deadlines

How Zatra helps

Zatra's corporate secretarial desk drafts signing resolutions, execution blocks and powers of attorney, organises signing meetings, handles stamping at TRA and files changes at BRELA. Our company changes service updates articles and officers, and our business registration team sets up new companies with signing rules that fit how you operate.

Government fees and stamp duty are paid to the authority at the official rate against a GePG control number. They are separate from Zatra's professional fee and are never marked up. Zatra prepares and files; it does not decide or guarantee any authority's outcome. Notarisation, attestation of land deeds, formal legal opinions for banks, and any dispute over a signature or a contract go to an advocate, and Zatra works with one on its team.

Sources and status

Accurate as at 3 November 2026.

• Companies Act, Cap. 212 R.E. 2023, ss.32, 37 to 46. BRELA, Revised Edition 2023. Accessed 3 Nov 2026.
• Land Registration Act, Cap. 334 R.E. 2023, ss.92 to 96. Office of the Attorney General, Revised Edition 2023. Accessed 3 Nov 2026.
• Notaries Public and Commissioners for Oaths Act, Cap. 12 R.E. 2023, ss.11 and 12. National Prosecutions Service, Revised Edition 2023. Accessed 3 Nov 2026.
• Stamp duty. Tanzania Revenue Authority, page current in 2026. Accessed 3 Nov 2026.
• Status table, Apostille Convention. Hague Conference on Private International Law, 2026. Accessed 3 Nov 2026.
• Companies Act No. 15 of 2013 (Zanzibar). Zanzibar Business and Property Registration Agency, 2013 Act, file posted 2025. Accessed 3 Nov 2026; operative text not read.
• Purchaser refuses to sign contract with company without seal. FB Attorneys, 23 May 2022. Accessed 3 Nov 2026.
• Legalisation requirements, Tanzania. Vanner Perez Notaries, last modified 10 February 2026. Accessed 3 Nov 2026.
• PKF alert: amendment of the Zanzibar Companies Act. PKF Eastern Africa, 25 September 2023. Accessed 3 Nov 2026.
• Biashara Account requirements. CRDB Bank, page current in 2026. Accessed 3 Nov 2026.

Figures to confirm before you act

• Operative text of Cap. 212 s.190 (secretary) and s.191 (dual capacity): read the headings only.
• Execution and seal provisions of the Zanzibar Companies Act No. 15 of 2013: confirm with BPRA.
• Who counts as an authorised witness under Cap. 334 s.93: confirm the current rules with the Registrar of Titles.
• Whether your bank's mandate form asks for a seal impression: confirm with the bank.
• Tanzanian mission charges for authentication abroad: assessed on application.
• Zanzibar stamp duty and BPRA filing fees: assessed on filing.
• Stamp duty and registry fees: confirm on the control number on the day of payment.

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.