Company Setup

Company Secretary Tanzania: Who Must Appoint One, Who Qualifies, Duties and BRELA Filings

Cover: company secretary Tanzania under the Companies Act Cap. 212 R.E. 2023, sections 190 and 213, GN 82 of 2026 forms and BRELA fee F0005
Who must appoint a secretary, who qualifies, and what the office files with BRELA, with the Zanzibar points that differ. As at 11 October 2026.
Direct answer

Does every company in Tanzania need a company secretary? Yes. Section 190 of the Companies Act, Cap. 212 R.E. 2023 requires every Mainland company to have a secretary. A public company's secretary must be an advocate, certified public accountant, auditor or holder of another prescribed qualification. A private company needs someone the directors judge to have the requisite knowledge and experience. Changes are filed with BRELA on GN 82 of 2026 forms.

This guide sets out the company secretary Tanzania rules in one place: the sections of Cap. 212 R.E. 2023, who may serve, the 2026 BRELA forms and fees, the registers and filings the role carries, penalties, and how Zanzibar differs. It ends with a costed comparison of an in-house and an outsourced secretary.

What the law says about the company secretary

The Companies Act, Cap. 212 R.E. 2023 governs Mainland companies. BRELA publishes the revised edition of 2023, and every section number in this guide follows it. Part V, Chapter VII, "Company's Management", holds the core rules on the office.

The qualification rule changed in 2021. Section 35 of the Written Laws (Miscellaneous Amendments) (No. 3) Act, 2021, Act No. 5 of 2021, replaced subsection (2) of what was then section 187. It was assented to on 28 September 2021 and published on 11 October 2021. The revised edition carries the same rule as section 190.

The numbering trap. Older notes cite section 187 for the secretary and section 210 for the register, which is the 2002 numbering. The PwC overview of the 2002 Act uses those numbers. In R.E. 2023 the same rules sit at sections 190 and 213.

Who should read this

The secretary works alongside the board. Our guide to directors' duties in Tanzania covers what directors owe and where their own liability sits.

Does every Tanzanian company need a company secretary?

Yes. Section 190 applies to private and public companies alike. The 2002 reform made the appointment compulsory and required the first secretary to be in place before registration, as the PwC overview records. The registration statement under section 15 carries the secretary's identification number, email, address and telephone number.

BRELA's online application, Form 15a in the Companies (Forms) (Amendment) Rules, 2026, GN 82 of 2026, has its own "Company secretary" section. A company cannot be incorporated on ORS without one. The Cliffe Dekker Hofmeyr country guide states the same position.

PointPrivate companyPublic companyBasis and status
Secretary requiredYesYess.190; settled
Named at incorporationYes, on Form 15aYes, on Form 15as.15; GN 82 of 2026
QualificationRequisite knowledge and experience, judged by the directorsAdvocate, CPA, auditor or prescribed qualifications.190(2) as substituted in 2021; settled
Joint secretariesAllowedAllowed; each must qualifys.190(2)
Signs with a directorYesYess.41

Can a sole director also be the company secretary?

Not in a way that satisfies the Act. Section 191 prevents a requirement for something to be done by a director and the secretary being met by one person acting in both roles. A sole director who is also secretary cannot sign a document "by a director and the secretary" under section 41. Read the operative words of section 191 before relying on any dual role.

For single shareholder companies there is a specific rule. Victory Attorneys (2024) report that regulation 6 of the Companies (Limited Liability Single Shareholder Company) Regulations requires at least two officers, one of them a director. They add that a sole director may not be the secretary. We have not read the regulations themselves, so treat the regulation number as one to confirm.

In an ordinary private company with two or more directors, one director may also be secretary if the articles allow. Global Law Experts (21 July 2026) describe this practice. That director then cannot be one of the two required signatures when the Act needs a director and the secretary.

What qualifications does a company secretary need in Tanzania?

Section 190(2), as substituted by the 2021 amendment, puts the duty on the directors. The test depends on the type of company.

MAK Africa Legal reads the 2023 revision as confirming this professional standard for public companies. We found no ministerial regulations yet prescribing further qualifications. Four practical points follow.

Can a foreigner or a company act as secretary?

Foreign nationals. Section 190 as amended contains no nationality or residence condition. Section 15 asks for passports for foreign officers, and the secretary section of Form 15a takes a passport number and nationality. A foreign individual can therefore be named. Foreign secretaries often sit abroad, so check that someone in Tanzania can sign, produce the registers and meet BRELA deadlines.

Working here is different. A foreign secretary employed in Tanzania needs a work permit and a residence permit like any other foreign employee. Holding the office does not authorise work.

Corporate secretaries. The forms point both ways.

Our reading is that a corporate secretary is possible for a private company after incorporation. ORS handling is the deciding factor, so confirm with BRELA before proposing one.

Is there a professional body for company secretaries in Tanzania?

We found no Tanzanian statute that licenses or registers company secretaries as a profession. No body issues a practising certificate for the office itself. The bodies that matter regulate the qualifications section 190(2) names.

Foreign governance institutes run courses that Tanzanian secretaries take. They are voluntary and give no statutory status here. A certificate is useful evidence of knowledge for a private company, but it is not a legal requirement.

What does a company secretary do in Tanzania?

The Act does not list the secretary's duties in one section. Tanzania Law Blog (2 March 2021) makes the same point. The work comes from duties the Act places on the company and its officers, which the board delegates to the secretary.

DutyCap. 212 R.E. 2023What the secretary does
Register of membersss.118, 121Keep the register current, record transfers and allow inspection
Register of directors and secretariess.213Record appointments and changes; file Forms 213a to 213c
Register of directors' shareholdingss.208Record directors' interests in shares and debentures
Register of chargess.111Record charges and keep copies of the instruments
Minutes and written resolutionsss.151 to 153Write and keep board and general meeting minutes; record written resolutions
AGM notice and papersss.136, 138Issue at least 21 days' written notice with the accounts and agenda
Registration of resolutionss.148File special resolutions and certain agreements with BRELA
Annual returnss.131 to 135Prepare and file Form 131 with the accounts annexed
Beneficial ownershipss.456, 469; GN 478 of 2023Collect declarations, keep records and file Forms 15b, 15c and 15f
Registered officess.113, 114File notice of any change on Form 114
Signing and authenticationss.41, 46Co-sign deeds with a director; certify extracts and copies

Our guide to statutory registers in Tanzania covers form, location and inspection of the books. Our guide to the annual general meeting requirements covers notice, quorum and voting.

Under regulation 5(4) of the Companies (Beneficial Ownership) Regulations, 2023, GN 478 of 2023, a beneficial ownership notice is signed by at least one director or the secretary. Changes and cessations go to the Registrar within thirty days. Our beneficial ownership compliance guide sets out the declarations.

How do you appoint or change a company secretary on BRELA ORS?

The board appoints and removes the secretary unless the articles say otherwise. The steps run in this order.

EventGN 82 of 2026 formBRELA fee
Appointment of a secretary, with consent to actForm 213a, "Appointment of Director or Secretary"TZS 22,000 (F0005)
Resignation, removal or death of a secretaryForm 213b, "Terminating Appointment as Director or Secretary"TZS 22,000 (F0005)
Change of the secretary's name or addressForm 213c, "Change of Particulars for Director or Secretary"TZS 22,000 (F0005)
Secretary particulars in the yearly filingForm 131, annual returnTZS 22,000 (F0007)
Late delivery of any of the aboveSame form, filed lateTZS 2,500 per month or part (F0006)
File search to confirm the recordORS searchTZS 5,000 (F0009)
Certified copy for a bank, per pageCertificationTZS 3,000 (F0008)

None of the 213-series forms prints a deadline. The period comes from section 213. Our note on the 2026 BRELA company forms records that the 2002 text required notice within 14 days, and practitioners still work to that. Global Law Experts advise the same 14 days.

Global Law Experts describe a secretary change on Form 213c alone. The titles in GN 82 point to Form 213b for the outgoing secretary and Form 213a for the new one. File the pair unless BRELA directs otherwise. BRELA posts current forms on its company forms page.

What penalties apply when filings are late or wrong?

Exposure falls on the company and on each officer in default, which includes the secretary under section 2.

DefaultConsequenceBasis
Any document delivered lateTZS 2,500 per document per month or partF0006; s.458
Beneficial ownership records not kept, changes not reportedFine of TZS 5,000,000 to 10,000,000 on convictionNEW-01-02; GN 478 of 2023 reg. 10
Registers, minutes or notices not kept or givenFines and default fines on the company and officers in defaultThe section creating the duty; s.483
False statement in a filingOffences.482
Annual returns not filed for yearsStrike-off as defunct; restoration TZS 50,000 plus arrearss.403; F0014

The fine amounts under section 483 sit in the Act and are not reproduced here. Read them before advising on exposure. A late fee is small; a company struck off loses its standing with banks and counterparties. Our guide to BRELA annual returns covers the yearly filing that most often lapses.

A secretary's personal risk usually tracks their real involvement. A nominal secretary who never sees the registers still holds the office, and that is where problems start.

How does it work in Zanzibar?

Company registration is not a Union matter. A Zanzibar company registers with the Business and Property Registration Agency (BPRA) under the Zanzibar Companies Act of 2013. Cap. 212, GN 82 of 2026 and the BRELA fee lines in this guide do not apply there.

BPRA lists the Act as No. 15 of 2013, and so does Cymbell Attorneys (2 October 2021). An A&K Tanzania note on Afriwise (13 October 2021) prints it as No. 5 of 2013. Both describe the 2021 change that requires Mainland companies to trade in Zanzibar through a subsidiary registered with BPRA, not a branch.

PointMainland TanzaniaZanzibar
Registrar and company lawBRELA; Cap. 212 R.E. 2023BPRA; Companies Act of 2013
Secretary requirements.190, with 2021 qualification ruleRead the 2013 Act; confirm with BPRA
Appointment and change formsForms 213a to 213c, GN 82 of 2026BPRA forms; confirm with BPRA
Fees in this guideZatra fee register linesNot in the Mainland register
Mainland company trading in ZanzibarNot applicableSubsidiary registered with BPRA, with its own secretary and filings

A Zanzibar subsidiary of a Mainland group needs its own secretary and its own annual returns to BPRA. Our guide on registering a company with BPRA covers the registry.

Worked example: in-house versus outsourced secretary

Msasani Foods Limited is a Mainland private company with two directors, incorporated on 20 January 2026. On 2 November 2026 its secretary resigns. The board compares hiring a staff secretary with outsourcing the office. Salary and retainer figures below are assumptions for illustration, not market data or a Zatra quote.

Government fees for the year, the same under either option:

Total government fees: 44,000 + 22,000 + 22,000 + 5,000 + 12,000 = TZS 105,000.

Cost lineIn-houseOutsourced
Gross pay or retainer, assumedTZS 1,500,000 a month x 12 = 18,000,000TZS 200,000 a month x 12 = 2,400,000
NSSF employer share at 10% (F0279)1,800,000None
WCF at 0.5% (F0281)90,000None
SDL at 3.5%, if 10 or more employees (F0276)630,000None
Government fees (paid to BRELA)105,000105,000
Total for the yearTZS 20,625,000TZS 2,505,000

The in-house total is 18,000,000 + 1,800,000 + 90,000 + 630,000 + 105,000 = TZS 20,625,000. The outsourced total is 2,400,000 + 105,000 = TZS 2,505,000. An employer with fewer than ten employees pays no SDL, which lowers the in-house figure to TZS 19,995,000.

The cost of drift. Suppose nobody files the change until April 2027, five months late. The late fee is 2 x 5 x 2,500 = TZS 25,000 (F0006). If the annual return is also four months late, add 4 x 2,500 = TZS 10,000. The fees are small. The larger cost is a bank refusing a mandate change because BRELA shows a secretary who left months ago.

Government fees go to BRELA at the official rate against a control number in both cases. Any professional fee is quoted separately.

When do you need an advocate?

Registers, minutes and filings are secretarial work. Route these to an advocate:

What to do now

  1. Confirm the office is filled. Run a BRELA file search (F0009) and check that the secretary on record is the person acting.
  2. Test the qualification. For a public company, confirm the secretary is an advocate, CPA or auditor. For a private company, minute why the directors consider the secretary suitable.
  3. Separate the signatures. If a director is also secretary, make sure a second director is available for documents that need a director and the secretary.
  4. File any gap. Lodge Forms 213a, 213b or 213c for unfiled changes now, since late fees grow monthly (F0006).
  5. Write up the registers. Bring the members, directors and secretaries, shareholdings, charges and beneficial ownership records up to date.
  6. Set the calendar. Diary the annual return, the AGM, beneficial ownership updates and the 14-day change window.
  7. Decide in-house or outsourced. Cost both options as in the worked example and record the decision in a board minute.

Key dates and deadlines

The filing calendar below applies the rules to Msasani Foods Limited. Replace the dates with your own company's.

EventRuleDate in the exampleBasis
Secretary resigns; successor appointedBoard resolution and consent2 November 2026Articles; s.190
Notify BRELA on Forms 213b and 213aPractice: within 14 daysBy 16 November 2026s.213 (verify period); F0005
Beneficial ownership changeWithin 30 days of the changeChange on 10 November 2026: by 10 December 2026GN 478 of 2023 reg. 5(1); F0019
Annual returnWithin 28 days after the incorporation anniversaryAnniversary 20 January 2027: by 17 February 2027s.131; RSM Tanzania; F0007
AGM noticeAt least 21 days' written noticeFor an AGM on 30 June 2027: by 9 June 2027s.138
First AGMWithin 18 months of incorporationBy 20 July 2027s.136

The 28-day annual return window comes from RSM Tanzania's corporate FAQ (24 May 2022). The same note gives thirty days for beneficial ownership changes.

How Zatra helps

Zatra's corporate secretarial service keeps the registers, drafts minutes and resolutions, and runs the filing calendar. Our company changes service files appointments and resignations on ORS. See our pricing page and our government fees handbook.

Government fees are paid by the client to BRELA at the official rate against a control number, separately from Zatra's professional fee. Zatra prepares and files the documents; it does not decide or guarantee any authority's outcome. Disputes, prosecution, seizure of records, court applications and legal opinions go to Zatra's advocate.

Sources and status

Accurate as at 11 October 2026. Sections follow Cap. 212 R.E. 2023; fees follow the Zatra fee register at 26 September 2026.

Figures to confirm before you 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.

Frequently asked questions

Can the company secretary also be a shareholder?

Yes. Nothing in section 190 bars a member from holding the office, and many family companies appoint a shareholder. The person must still meet the qualification test, and their acts as secretary are recorded separately from their votes as a member.

Does a company secretary have to live in Tanzania?

The Act sets no residence rule for the secretary. In practice a secretary abroad struggles to produce registers at the registered office, sign on short notice and answer BRELA queries. Groups that appoint an overseas secretary usually add a local assistant secretary or an outsourced provider.

Can a company operate for a while without a secretary?

It should not. Section 190 requires a secretary at all times, and documents needing a director and the secretary cannot be signed that way while the office is vacant. Appoint a successor at the meeting that accepts a resignation and file the forms within the notice period.

Is the company secretary an employee of the company?

Not necessarily. The secretary holds an office under the Act. They may also be an employee under a contract, an outside professional on a retainer, or an unpaid director. Employment status follows the facts of the engagement, not the title.

Who signs the annual return, the director or the secretary?

Form 131 is certified by a director or the secretary, so either may sign. The signatory confirms the particulars are correct, so the person signing should have checked the registers and the accounts annexed under section 135 first.

Can a company have more than one secretary?

Yes. Section 190(2) refers to a secretary or each joint secretary. Joint secretaries are common in groups where a legal officer and a finance officer share the work. In a public company each joint secretary must hold one of the listed qualifications.

Does a dormant company still need a secretary?

Yes. Dormancy does not suspend section 190, the annual return or the beneficial ownership rules. A dormant company that lets its secretary lapse and stops filing risks being struck off as defunct, and restoration later costs TZS 50,000 plus the arrears (F0014).

Does a foreign company's branch need a company secretary?

A branch is registered under Part XII of Cap. 212 rather than incorporated, and section 190 is written for companies formed under the Act. Part XII, sections 437 to 447, sets its own documents and service rules for branches. Check those requirements with BRELA before assuming either way.

Sources & regulators

Verify before filing: Rates, forms and thresholds move by Finance Act, Government Notice and portal revision. Confirm the live schedule on the mandate-holder portal before you budget or submit. Law-firm alerts and Big Four notes are discovery only.

Brief the desk

This Insights page is orientation. Corporate secretarial services is the commercial desk for the same facts. Zatra’s fee stays on its own line, separate from government, bank and regulator charges. Approvals are not guaranteed.

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Disclaimer

This article is informational orientation. It is not legal, tax or investment advice and not a government decision. Tanzanian instruments move by Act, Government Notice, Finance Act and portal revision. If a sentence here disagrees with the live mandate-holder, the mandate-holder wins. Zatra Consultants Limited does not issue licences, permits, tax clearances or approvals, and gives no assurance of any regulatory or banking outcome. Professional fees are published only on /pricing/.

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