Company Setup

Convert Business Name to Company in Tanzania: Moving a Sole Trader or Partnership Into a Limited Company

Cover: how to convert a business name to a company in Tanzania, from BRELA incorporation to TRA, VAT, stamp duty and cessation of the business name
There is no conversion form. A new company is born, the business moves into it, and the old name is closed or kept. As at 25 October 2026.
Direct answer

Can you convert a business name to a company in Tanzania? Not directly. Tanzanian law has no conversion procedure. The owner incorporates a new private company at BRELA under the Companies Act, Cap. 212, then moves the business, assets, staff, contracts, licences and bank accounts into it. The company takes its own TIN and licence. The business name is then cancelled by a cessation notice, or kept.

This guide explains how to convert business name to company status in practice, on the Mainland and in Zanzibar.

Why convert a business name to a company?

A registered business name is a trading style. It is not a separate person. The sole trader, or the partners of a firm, own every asset and owe every debt of the business personally.

A private company limited by shares is a separate legal person from the date on its certificate of incorporation. Its members risk only what they paid, or agreed to pay, for their shares. Other reasons come from the market:

A company files annual returns, usually needs audited accounts and pays corporate tax at 30% (F0196). Our guide to business name registration sets out what the current vehicle gives you, and our guide to company registration covers the company side in full.

What the law says

Two different Acts govern the two vehicles, and neither contains a bridge between them. That is settled. The result is a transfer of a business from one person to another, touching tax, stamp duty, labour and licensing law.

SubjectInstrument and sectionWhat it does
Who registers a business nameBusiness Names (Registration) Act, Cap. 213 R.E. 2023, s.4Firms, individuals and corporations trading under a name other than their own true or corporate name
Changes to registered particularsCap. 213 s.11Notify the Registrar within 14 days of a change
Cessation of businessCap. 213 s.20Notice to the Registrar within three months; the Registrar may remove the name
Forming and registering a companyCompanies Act, Cap. 212 R.E. 2023, ss.3, 15, 16Memorandum, prescribed statement with beneficial owners, and incorporation as a body corporate
Company nameCap. 212 s.32No name identical to or resembling one already in the index
Sale of a business as a going concernVAT Act, Cap. 148 R.E. 2023, s.20Supply between two taxable persons treated as not a supply
Transfer of assets to an associateIncome Tax Act, Cap. 332, ss.39, 44Realisation on transfer; deemed proceeds; elective rollover at net cost
Business licenceBusiness Licensing Act, Cap. 101 R.E. 2023A licence for each business and place of business

Income Tax Act section numbers follow the R.E. 2023 arrangement. Our reading of section 44 comes from the 2019 consolidation, so confirm it against the R.E. 2023 text before relying on it.

Who should read this

Buying an existing company is a different exercise; see our guide to buying an existing company.

How do you register the new company at BRELA?

Incorporation runs on BRELA's Online Registration System (ORS). The BRELA company registration page lists the inputs: a NIDA number for each shareholder, a TIN and NIDA number for each director (a passport for a foreign director), the company constitution and the integrity and consolidated forms. Beneficial owner particulars go into the statement filed under section 15.

Choose the name with care. Section 32 bars a name identical to or resembling one already on the index. Owners usually want the company to carry the trading name. Whether ORS treats your own business name as a conflict is a point to confirm with BRELA at the search stage.

If the owner sells the assets to the company on a loan account, a modest nominal capital is enough. If the assets are paid for in shares, the capital must cover that allotment.

Government chargeRegister IDAmountBasis
Company registration, by nominal share capitalF0001TZS 95,000 to 1,000,000 in nine bands; TZS 260,000 for capital over 5m to 20mCap. 212 s.458
Reservation of a company name (if reserved separately)F0003TZS 50,000Cap. 212 s.458
Stamp duty on memorandum and on articlesNEW-02-26TZS 10,000 eachStamp Duty Act, Cap. 189, Schedule
Beneficial ownership formF0019TZS 22,000 per formGN 478 of 2023
Business name: notice of cessationF0024TZS 10,000Cap. 213; GN 127 of 2014
Business name: change of particularsF0025TZS 15,000Cap. 213; GN 127 of 2014
Business name: annual maintenance feeF0023TZS 5,000 a yearCap. 213; GN 127 of 2014
TIN registrationNEW-02-17No feeTax Administration Act, Cap. 438 s.22(1)

The business name amounts match the BRELA business names fee page, read on 25 October 2026. Settle unpaid annual fees before filing cessation.

What happens to the TIN and VAT registration?

The company is a new taxpayer. Section 22 of the Tax Administration Act requires it to apply for its own TIN within 15 days of starting business. Our guide to TIN registration walks through the TRA portal.

The owner's own TIN does not move and is not cancelled. The sole trader remains an individual taxpayer; only the business on that TIN closes.

VAT needs more planning. Three rules in the VAT Act, Cap. 148 R.E. 2023 apply:

The text we read is on the TRAB copy of the VAT Act, R.E. 2023. Our guide to VAT deregistration covers the final return and stock on hand.

Is income tax due when assets move to the company?

Yes, unless an election is made. Section 39 of the Income Tax Act, Cap. 332 R.E. 2023 treats an asset as realised when its owner parts with ownership, including by transfer. The owner and a company in which the owner controls 25% or more of the voting power or rights to income or capital are associates under section 3.

Section 44, as printed in the TanzLII consolidation of the Income Tax Act, then sets the deemed proceeds. On a transfer to an associate, the owner is treated as receiving the greater of the asset's market value and its net cost. Gains on trading stock and depreciable assets fall into business income for that year.

Section 44(2) offers relief. For business assets, depreciable assets and trading stock, the owner is treated as receiving the net cost immediately before the transfer, and the company takes the same cost. Section 44(4) sets five conditions, all of which must hold:

  1. either the transferor or the associate is an entity;
  2. the asset is a business asset, depreciable asset or trading stock of the company immediately after the transfer;
  3. both parties are resident, and the company is not exempt from income tax;
  4. there is continuity of underlying ownership in the asset of at least 50%;
  5. both the transferor and the company elect in writing.

A sole trader who keeps most of the shares, or partners who keep their proportions, normally meet the continuity test. Handing most of the shares to a new investor at the outset may fail it.

AssetWithout the s.44(2) electionWith the electionStamp duty or other charge
Trading stockGreater of market value and cost counts as business incomeMoves at cost; no profitUsually passes by delivery; see the stamp duty section
Plant, equipment, vehiclesDeemed proceeds above written down value taxed as business incomeMoves at written down valueVehicle transfer of ownership TZS 50,000 (F0296)
Land and buildingsGain taxed; 10% single instalment for a resident on realisation (F0480)Possible only if the land is a business asset; confirm the classificationConveyance duty 1% (F0476) and transfer registration 0.25% (F0463)

The relief defers tax: the company inherits the low cost, so a later sale carries the deferred gain. PwC's Tanzania income determination summary confirms there is no separate capital gains tax: gains are taxed as income under the Act.

How much stamp duty applies to the transfer?

Stamp duty attaches to instruments, not transactions. A written business transfer agreement is needed for the bank, the auditors and TRA, so plan for its duty.

The Stamp Duty Act copy hosted by TRA defines a conveyance to include every instrument by which property, movable or immovable, is transferred inter vivos and which the Schedule does not cover elsewhere. An agreement that itself transfers the stock and equipment can therefore attract conveyance duty: nil up to TZS 20,000, 0.5% on the first TZS 100,000 and 1% above that (F0262). An agreement that only records terms, with goods passing by delivery, is stamped as an agreement at TZS 2,000 (F0267).

The drafting and TRA's assessment decide the head. Section 25 of that copy requires instruments executed on the Mainland to be stamped within 30 days. Section 47 bars an unstamped instrument from evidence until the duty and a penalty are paid. Our guide to stamp duty on business documents lists the other heads. A new lease of the shop to the company carries 1% of the annual rent (F0265).

Does the company need a new business licence?

Yes. A business licence is issued to a named licensee for a named business at a named place. The company is a different person, so it applies in its own name before it starts trading. Class A licences are issued by BRELA on the Tanzania National Business Portal; Class B licences are issued by the council on TAUSI (NEW-08-04).

The 1972 text of the Business Licensing Act carried a Schedule fee for endorsing a licence on transfer. We found no current procedure that moves a licence from an individual to a company. Treat a fresh licence as the default and ask the licensing authority whether it will endorse the old one instead.

The fee follows the activity and location. A retail shop in a City or Municipal area pays TZS 70,000 for the principal place (F0869). Starting without a valid licence is an offence carrying a fine of TZS 100,000 to 500,000 for Class A (F0882). Sector permits are also personal to the holder and need a fresh issue or the regulator's approval. Our guide to business licensing explains the classes.

What happens to employees when the business moves?

The employees' contracts are with the owner, not with the business name. When the company takes over, it becomes a new employer. We found no provision in the Employment and Labour Relations Act, Cap. 366 R.E. 2023 that transfers contracts automatically on a sale of business. The handover is a matter of agreement.

Two routes are common:

The 2004 text of the Act, published by the ILO, excludes severance where an employee terminated for operational requirements unreasonably refuses alternative employment with that employer or any other employer. Whether an offer from the new company meets that test is fact-specific. Our guide to severance pay sets out the calculation.

The company registers as an employer with NSSF, WCF and OSHA, and for Skills and Development Levy at ten or more employees (F0276); see our guide to employer registration. A contested termination goes to the Commission for Mediation and Arbitration, and representation there is work for an advocate.

Contracts, novation and the bank account

A contract cannot be handed to a new party without the other side's consent. The clean method is novation: a short three-party agreement in which the counterparty releases the owner and accepts the company. Assignment of the benefit alone leaves the owner liable on the burdens.

Make a register of every contract, then decide how each one moves:

Section 42 of Cap. 212 makes a person who signs for a company not yet incorporated personally liable. Sign nothing in the company's name until the certificate is issued.

The bank opens the company account after its own due diligence. Keep the old account open until receivables and final tax payments clear. Our guide to corporate bank account KYC lists what banks ask for.

Should you cancel or keep the business name?

Once the company trades, the owner no longer carries on business under the name. Section 20(1) of Cap. 213 then requires notice of cessation to the Registrar within three months, with a fine of up to TZS 50,000 for failure. On receipt, the Registrar may remove the name from the register. The BRELA fee is TZS 10,000 (F0024).

Some owners keep the name so the company can trade under it. Section 4(c) requires a corporation that trades under a name other than its corporate name to register that name. In that case the company files the registration and the owner files cessation. Whether ORS lets a company take over an individual's registration by a change of particulars, rather than a fresh application, is a point to confirm with BRELA.

Partners who incorporate should also sign a dissolution or transfer agreement for the partnership itself.

Mainland and Zanzibar compared

Zanzibar is a separate jurisdiction for business registration, VAT, stamp duty and licensing. A Mainland business name or company does not convert into a Zanzibar one, and the reverse is also true. Our guide to registering a company in Zanzibar explains the BPRA route.

StepMainlandZanzibar
Business name registryBRELA under Cap. 213BPRA under Zanzibar's own business names law
Company lawCompanies Act, Cap. 212 R.E. 2023Zanzibar Companies Act No. 15 of 2013
VATTRA, 18%, TZS 200m threshold (F0239, F0242)Zanzibar Revenue Authority, 15%, TZS 100m threshold (F0246)
Going concern ruleVAT Act Cap. 148 s.20Zanzibar VAT law; confirm the rule with ZRA
Income tax on asset transfersTRA, Income Tax Act Cap. 332TRA, Income Tax Act Cap. 332 (a Union tax)
Stamp dutyTRA, Cap. 189ZRA, Stamp Duty Act No. 7 of 2017
Business licenceBRELA (Class A) or council on TAUSI (Class B)Zanzibar licensing authorities, not BRELA or TAUSI

We could not read the BPRA business name page this session. Confirm the Zanzibar cessation procedure and fees with BPRA.

Worked example: Kilele Hardware in Arusha

Neema, a Tanzanian citizen, trades as "Kilele Hardware", a registered business name, from a rented shop in Arusha City. Turnover is TZS 260 million a year and she is registered for VAT. She employs six staff. In 2026 she forms Kilele Hardware Limited with nominal capital of TZS 10 million, taking 9,000 shares while her brother takes 1,000.

The assets moving across have these figures. Trading stock cost TZS 120,000,000 with a market value of TZS 150,000,000. Shelving and equipment have a written down value of TZS 18,000,000. A delivery pickup has a written down value of TZS 22,000,000 and a market value of TZS 35,000,000. The company credits Neema's loan account with TZS 160,000,000, their net cost.

Income tax. Neema keeps 90% of the underlying ownership, so the 50% continuity test is met. If she and the company elect in writing under section 44(2), the assets move at net cost and no gain arises. Without the election, she is treated as receiving TZS 150,000,000 for the stock and TZS 35,000,000 for the pickup. That adds TZS 43,000,000 to her business income for the year, taxed on the resident individual table with a top rate of 30% (F0180).That is up to TZS 12,900,000 of tax.

VAT. The company registers for VAT before the transfer date, so section 20(3) treats the transfer as not a supply. If the company were not yet registered, Neema would owe 18% output VAT on the value of the assets supplied, TZS 28,800,000 on the TZS 160,000,000 credited. She then applies to cancel her own registration within 14 days.

Government chargeRegister IDTZS
Company registration, capital TZS 10m (band over 5m to 20m)F0001260,000
Stamp duty on memorandum and articles (2 x 10,000)NEW-02-2620,000
Beneficial ownership form (one form)F001922,000
Retail shop licence, City/Municipal, principal placeF086970,000
Transfer of ownership of the pickupF029650,000
Conveyance duty if one deed transfers TZS 160m of assets: 500 + 1% of 159,900,000F02621,599,500
New shop lease, rent TZS 1,500,000 a month: 1% of 18,000,000F0265180,000
Business name notice of cessationF002410,000
Total government charges2,211,500

If the agreement only records terms and the goods pass by delivery, the TZS 1,599,500 line falls to TZS 2,000 (F0267) and the total drops to TZS 614,000. All six employees sign tripartite letters with service recognised, so no severance is triggered. The store manager, with six years of service, keeps a severance entitlement of at least 42 days' basic wage against the company.

What to do now

  1. Map the business. List assets with cost and market value, contracts, licences, staff and accounts.
  2. Settle the ownership plan. Fix shareholders, capital and payment method, and test the 50% continuity condition.
  3. Incorporate at BRELA. Search the name, file on ORS with the constitution and beneficial owner details, and pay the F0001 fee.
  4. Register the company with TRA. Obtain the TIN within 15 days of starting, and register for VAT before the transfer date.
  5. Sign and stamp the transfer. Execute the business transfer agreement and the written section 44(2) election, then stamp within 30 days.
  6. License the company. Apply for the business licence and any sector permit in the company's name before it trades.
  7. Move people and contracts. Sign tripartite employment letters, register as an employer, and novate key contracts.
  8. Switch banking and invoicing. Open the company account and update fiscal devices and invoices.
  9. Close the old business. Cancel the VAT registration, file final returns, and give BRELA notice of cessation or register the name to the company.

Key dates and deadlines

WhenWhatBasis
Before trading in the company's nameCertificate of incorporation; nothing signed for the company earlierCap. 212 ss.16, 42
Within 15 days of the company starting businessCompany applies for its TINCap. 438 s.22(1)
Before the transfer dateCompany registered for VAT so the going concern rule appliesCap. 148 ss.20, 28
Before commencementBusiness licence in the company's name; late first licence penalty after 21 daysCap. 101; F0881
Within 30 days of signingStamp the transfer agreement and any new leaseStamp Duty Act s.25
Within 14 days after taxable supplies stopOwner applies to cancel VAT registrationCap. 148 s.39(2)
Within 30 days after cancellationFinal VAT return and paymentCap. 148 s.42
Within three months after the business stopsNotice of cessation of the business nameCap. 213 s.20(1)

How Zatra helps

Zatra's company registration service incorporates the company on ORS. Our TIN and VAT registration service times the VAT registration ahead of the transfer, and our business licensing service obtains the company's licence. We also prepare the transfer schedule, the section 44(2) election and the cessation notice at BRELA. Packages are on our pricing page.

Government charges are paid to the authority at the official amount against a GePG control number. They are separate from Zatra's professional fee and are never marked up. Our government fees handbook lists the official figures.

Zatra prepares and coordinates the file; it does not decide or guarantee any authority's outcome. BRELA decides names and registrations, TRA decides tax and stamp duty treatment, and councils decide licences. Drafting the business transfer agreement as a deed, land transfers, a formal legal opinion for a bank, a labour dispute, a TRA objection or any prosecution goes to an advocate on our team.

Sources and status

Accurate as at 25 October 2026. Fees are from the Zatra fee register at 26 September 2026; statute text was read on the dates shown.

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 I keep trading under the business name while the company is being registered?

Yes. The business name stays valid until you file cessation. Keep trading as before, and do not sign contracts in the company's name until BRELA issues the certificate, because section 42 makes the signer personally liable.

Do my old debts move to the company automatically?

No. Creditors keep their claims against you personally. A debt moves only if the creditor agrees to a novation. Banks often keep the owner liable through a personal guarantee even after the company takes over the facility.

Can a foreigner become a shareholder after the move?

Yes, once the business sits in a company. Check first whether the activity is one of the 15 reserved for citizens under GN 487A of 2025, and whether foreign ownership above 50% moves the licence onto the foreign-owned USD fee rows.

Will the company keep my EFD machine and VAT number?

No. The VAT number belongs to the registered person. The company receives its own VAT registration number, and invoices and fiscal device settings must show the company's TIN and number from the transfer date.

Is a single-owner company allowed?

Yes. Section 28 of the Companies Act allows a limited liability company with one shareholder. The register of members must record single-member status. A sole trader can therefore move without bringing in a second owner.

What if my business is below the VAT threshold?

If the owner is not registered for VAT, no VAT is charged on the transfer and the going concern rule is not needed. The company registers later if its own turnover reaches the threshold. Income tax, stamp duty, licensing and employment steps still apply.

How long does the whole move take?

Plan for four to eight weeks. Incorporation and the TIN can take days, but VAT registration, licences, novations and bank onboarding follow each counterparty's timetable.

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. Company registration 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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