Company Setup

Declare Dividends Tanzania: The Section 183 Procedure From Board Recommendation to Payment

Cover: how to declare dividends in Tanzania under Companies Act Cap. 212 section 183, board recommendation, members' resolution and withholding tax
A dividend is a corporate act first and a tax event second. Profits, solvency and the right resolutions come before any money moves. As at 24 October 2026.
Direct answer

How does a Tanzanian company declare dividends? The board confirms realised profits in the accounts and records that the company stays solvent after payment. It recommends an amount. The members declare it by ordinary resolution, never above the recommendation, unless the articles say otherwise. The company then withholds 10% or 5% tax and pays TRA within seven days after month end.

This guide explains how to declare dividends in Tanzania under the Companies Act, Cap. 212 R.E. 2023: profits, accounts, resolutions, payment records, withholding, foreign shareholders and Zanzibar.

What does it mean to declare dividends in Tanzania?

A dividend is a payment of profit to members in proportion to their shares. Declaring it is the formal decision that creates the company's obligation to pay. Until a valid declaration exists, money sent to a shareholder is not a dividend. It is a loan, a drawing or an unlawful payment, depending on the facts.

The procedure has three tests, applied in order. Company law asks whether the company may pay at all. The constitution asks who decides and how. Tax law asks how much must be withheld and when it reaches the Tanzania Revenue Authority (TRA).

This guide concentrates on the first two tests. Rates, treaty claims and the deemed dividend rule are covered in depth in our guide to withholding tax on dividends. This page summarises them only as far as the declaration needs.

What the law says

Chapter VI of Part VI of the Companies Act, Cap. 212 R.E. 2023 holds one section, section 183, headed "Dividends". It was section 180 in the 2002 Act as enacted. We read the operative text in the copy published by the Office of the Attorney General through the Office of the Solicitor General e-Library, dated 1 July 2025.

Section 183(1) lets a company declare dividends "in general meeting" for any accounting period or other period. Section 183(3) limits the source to realised profits and adds a directors' solvency belief. Section 183(2) requires a disclosure when members reject or vary the board's recommendation.

SubjectCap. 212 R.E. 2023What it does
Table A as default articless.12(2)Table A applies so far as the registered articles do not exclude or modify it
Share premium accounts.61Premium is treated like paid up capital, so it is not a source of dividends
Register of members; closing itss.118, 123Fixes who holds what; the register may close for up to 30 days a year
Written resolutionss.150Members may act by a resolution in writing signed by all who could vote
Directors' reports.162(1)States the amount, if any, the directors recommend as a dividend
Accounts sent and laidss.167, 169Copies to members 21 days before the meeting; laid within 10 months for a private company
Dividendss.183Declaration, disclosure of a varied recommendation, distributable profits and solvency
Directors' dutiesss.185, 187, 188Good faith, proper purpose, care and skill
Members' sums in winding ups.271(3)Dividends owed to members rank behind outside creditors
Delinquent directors; wrongful tradingss.385, 387Court may order repayment for misfeasance in a winding up

Table A sits in the Schedule to the Act. Part II, for private companies limited by shares, applies Part I except regulation 22. Regulations 103 to 110 of Part I, under the heading "Dividends and Reserve", carry the default procedure. Most Tanzanian private companies adopt articles built on them.

Who should read this

Branches of foreign companies are outside this guide. A branch has no shareholders of its own and cannot declare a dividend. Its repatriated profit is taxed under a separate branch rule.

What profits can a company distribute?

Section 183(3) gives two permitted sources. A company may pay a dividend out of its realised profits less its realised losses. Or it may pay out of its realised revenue profits less its revenue losses, whether those losses are realised or unrealised.

Both limbs exclude unrealised gains. A revaluation surplus on land, a fair value gain on an investment not yet sold, or a currency gain on an open balance does not count. PwC Tanzania's overview of the 2002 Act reads the word "realised" as aimed at removing valuation adjustments, not at abandoning accrual accounting.

Three balances are never a dividend source:

The proviso then adds a solvency test. The directors must reasonably believe two things about the position immediately after payment. The company will be able to discharge its liabilities as they fall due. The value of its assets will not be less than its liabilities.

The R.E. 2023 copy prints "authorisable value" in that proviso. PwC quotes the 2002 text as "realisable value". We read the R.E. word as a printing slip and apply the realisable value test. Ask an advocate before relying on the difference in a dispute.

Which accounts must support the dividend?

Section 183 does not name a set of "relevant accounts" in the way some other jurisdictions do. It requires realised profits and a reasonable belief about solvency. The accounts are the evidence for both.

For a final dividend, use the annual accounts for the period. Section 162(1) requires the directors' report to state the amount, if any, the directors recommend as a dividend. Section 167 requires the accounts, the directors' report and the auditors' report to reach members at least 21 days before the meeting. Section 169(2) allows a private company 10 months from the end of its accounting period to lay them.

For an interim dividend, the annual accounts may be months old. Table A regulation 104 lets directors pay interim dividends that "appear to the directors to be justified by the profits of the company available for distribution". Prepare management accounts to a recent date, signed by the board, before an interim payment.

The audit matters here. Most Tanzanian companies need audited accounts, and banks remitting abroad ask for them. Our guide to the statutory audit explains the exemption question and the timetable.

Who declares a final dividend, and who pays an interim one?

Under the Act, members declare. Section 183(1) places the power in general meeting. Table A regulation 103 adds two limits: the declaration must follow the members' respective rights, and "no dividend shall exceed the amount recommended by the directors".

Members may therefore cut the recommended amount, but under Table A they cannot raise it. If they reject or vary the recommendation, section 183(2) requires a statement in the directors' annual report and in the annual return.

PointFinal dividendInterim dividend
Who decidesMembers by ordinary resolution on the board's recommendation (s.183(1); Table A reg 103)Directors, where the articles carry Table A reg 104 or similar
Accounts usedAnnual accounts laid before members (ss.167, 169)Recent management accounts showing profits available for distribution
When the debt arisesOn declaration, payable on the stated dateUsually only on payment, since the board may revisit its decision before then
Usual meetingAnnual general meeting, or a written resolution under s.150Board meeting or written board resolution (Table A reg 94)
DisclosureDirectors' report states the recommendation (s.162(1))Shown in the next annual accounts

The "when the debt arises" row reflects the common law position that English and Tanzanian practice share. We found no Tanzanian statutory text on it. Treat it as a point to confirm with an advocate if a dispute is possible.

Articles can depart from Table A. Some let directors declare final dividends, others require unanimous consent, and a shareholders' agreement may fix a payout policy or a veto. Read the registered articles first, then the agreement, then Table A for gaps.

Regulation 105 lets the board set profits aside as reserves before recommending a dividend, or carry them forward without a reserve. A minority shareholder cannot force a dividend merely because profits exist. A sustained refusal designed to squeeze a minority can, however, support a petition under section 236 for unfair prejudice.

What resolutions and records does a dividend need?

A clean file has four documents and three register entries. Banks, auditors and TRA ask for the same papers, so build them once.

  1. A board minute approving the accounts, recording the realised profit figure and the solvency belief, and recommending the amount.
  2. A members' ordinary resolution declaring the final dividend, passed at the AGM or in writing under section 150.
  3. A dividend schedule listing each member, shares held on the record date, gross amount, tax rate, tax withheld and net amount.
  4. A dividend voucher or advice for each member showing the same lines, with the withholding certificate from the TRA portal.

Table A regulation 106 pays dividends according to the amounts paid up on the shares, unless share rights say otherwise. Regulation 108 allows payment by cheque or warrant to the registered address, and in practice most companies pay by bank transfer on the member's written instruction. Regulation 109 says dividends carry no interest against the company.

Fix a record date in the resolution. Section 123 lets a company close its register of members for up to 30 days in a year, after a newspaper notice. Private companies rarely close the register, but a stated record date avoids arguments after a share transfer.

Regulation 107 permits a dividend paid wholly or partly in assets, on the board's recommendation. Regulation 110 lets directors forfeit a dividend unclaimed for twelve years. Keep unpaid dividends in a separate liability account until then.

No BRELA form is filed for the dividend itself. The disclosure travels later through the directors' report and the annual return. Our guides to board resolutions and the annual general meeting give wording and sequence.

When is a dividend unlawful, and who is liable?

A dividend is unlawful if it is paid from a source section 183(3) does not permit, or without the directors' reasonable belief in solvency. It is also defective if the articles' procedure was not followed, for example a final dividend paid with no members' resolution.

Cap. 212 R.E. 2023 contains no section that states the consequences of an unlawful dividend in one place. We searched the R.E. 2023 text for distribution rules and found none beyond section 183. Liability therefore comes through general provisions:

Tax does not follow company law here. Withholding applies to the distribution paid, so an unlawful dividend can still carry a withholding obligation. A later reversal does not automatically refund the tax.

How is dividend withholding tax handled?

The paying company is the withholding agent. It deducts tax when it pays and sends the net amount to the member. Section 54 of the Income Tax Act, Cap. 332 taxes shareholders, and dividends from a resident company are taxed by final withholding.

Dividend paid byRecipientRateRegister ID
DSE-listed companyAny shareholder, resident or not5%F0205
Resident companyResident company holding 25% or more of the shares5%F0206
Any other companyResident individuals, small corporate holders, non-residents10%F0207

TRA's withholding tax page lists these rows. It states that every withholding agent shall pay the tax "within seven days after the end of each calendar month". TRA's Taxes and Duties at a Glance 2025/26 repeats the 5% and 10% rows and the seventh day deadline for the return. PwC's Worldwide Tax Summaries, reviewed on 9 September 2026, give the same rates.

The Finance Act, 2026 left the dividend rates unchanged. Its section 22 cut the deemed distribution share in section 33A from 30% to 15% of undistributed profit, from 1 July 2026. Clyde and Co's note of 3 July 2026 confirms the cut and the exclusions for listed companies, financial institutions, insurers and some mining companies.

Section 33A matters to the board's timetable. If no dividend is declared within 12 months after the year end, the Commissioner may treat 15% of that year's profit as distributed and taxed (F0202). A board that decides to retain profit should minute the reason.

A treaty may cut the rate for a foreign shareholder with a certificate of residence. Our guide to Tanzania's double tax treaties covers the evidence. Late payment carries the Tax Administration Act penalty of the higher of 2.5% of the unpaid tax or 15 currency points for a company each month (NEW-02-06, NEW-02-05), plus interest (NEW-02-08).

How do foreign shareholders receive their dividend?

A Tanzanian company may pay a dividend to a non-resident shareholder and its bank may remit it. Dividends are current account payments under the Bank of Tanzania's Foreign Exchange Regulations, 2022, GN No. 294. Regulation 17, on dividends and profit to foreign shareholders, tells the bank what to see before it sends the money.

The bank wants audited financial statements or a dividend payment notice showing the declared dividend, and documents confirming payment of all relevant taxes. In practice it also asks for the board and members' resolutions, the register of members and evidence that the original investment arrived.

The 2026 amendment, GN No. 206 of 2026 published on 17 July 2026, liberalised non-resident dealings in securities and tightened export and import reporting. Clyde and Co's 17 August 2026 summary reports no change to dividend remittance.

Investors under the Investment and Special Economic Zones Act, Cap. 38 have a statutory guarantee. Section 33 lets an investor transfer net profits or dividends out of Tanzania through an approved bank in convertible currency, after tax and other payments the law prescribes. The guarantee does not replace the company law tests or the bank's documents.

Our guide to repatriating profits, dividends and capital lists the bank pack in detail.

How does this work in Zanzibar?

A company registered in Zanzibar is formed under the Zanzibar Companies Act No. 15 of 2013, administered by BPRA. We could not read its dividend provisions this session, because the BPRA site blocks automated retrieval. Do not assume they match section 183.

Income tax is different. Section 2 of the Income Tax Act says the Act "shall apply to Mainland Tanzania as well as Tanzania Zanzibar". Dividend withholding in Zanzibar is therefore paid to TRA at the same rates. The Zanzibar Revenue Authority (ZRA) collects non-Union taxes such as Zanzibar VAT, and we found no separate ZRA dividend withholding regime.

PointMainland TanzaniaZanzibar
Company lawCap. 212 R.E. 2023, s.183 and Table AZanzibar Companies Act No. 15 of 2013; dividend rule not verified
RegistryBRELABPRA
Dividend withholdingTRA, 5% or 10%TRA, same rates (Income Tax Act s.2)
Foreign exchange rulesBank of Tanzania, GN 294 of 2022Bank of Tanzania; foreign exchange is a Union matter

Our guides to Mainland and Zanzibar company setup and Union and non-Union taxes explain the split.

Worked example: a TZS 600 million final dividend

The facts are hypothetical. Pwani Logistics Ltd is a resident, unlisted private company on the Mainland with Table A articles. Its year ended on 31 March 2026. The audited accounts show profit after tax of TZS 900,000,000, realised retained earnings brought forward of TZS 300,000,000, and an unrealised revaluation gain on its depot of TZS 400,000,000.

Distributable profit. Realised profits less realised losses come to TZS 1,200,000,000. The TZS 400,000,000 revaluation gain is excluded because it is not realised. The share premium account is excluded too.

Solvency. The board's cash forecast shows the company can meet its debts for the next twelve months after paying TZS 600,000,000, and net assets stay positive. The minute records that view.

Recommendation and declaration. The board recommends TZS 600,000,000 and keeps the rest for a fleet purchase. Accounts go to members on 20 November 2026. The AGM on 15 December 2026 declares the dividend, payable on 18 December 2026 to members on the register on 15 December 2026.

ShareholderHoldingGross (TZS)RateTax withheld (TZS)Net paid (TZS)
Foreign parent, no treaty60%360,000,00010% (F0207)36,000,000324,000,000
Tanzanian resident company, shares and votes25%150,000,0005% (F0206)7,500,000142,500,000
Resident individual15%90,000,00010% (F0207)9,000,00081,000,000
Total100%600,000,00052,500,000547,500,000

Tax deadline. The company pays TZS 52,500,000 to TRA and files the December withholding return by 7 January 2027. If it pays on 20 January 2027 instead, one month or part is late. The penalty is the higher of 2.5% of TZS 52,500,000, which is TZS 1,312,500, and TZS 300,000, so TZS 1,312,500 (NEW-02-06), plus interest.

Remittance. The bank remits TZS 324,000,000, or its foreign currency equivalent, to the parent after seeing the audited accounts, the resolutions and the TRA payment evidence.

Government charges. No BRELA fee is payable for the dividend. The annual return costs TZS 22,000 (F0007). If members had cut the recommended amount, the section 183(2) statement would travel in that return. Had the company first altered its articles to allow board-declared final dividends, the special resolution would cost TZS 22,000 to file (F0005).

The retention case. Had Pwani paid nothing by 31 March 2027, section 33A could deem 15% of the TZS 900,000,000 profit, or TZS 135,000,000, distributed. Withholding at 10% would be TZS 13,500,000 (F0202).

What to do now

  1. Read the constitution. Check the articles and any shareholders' agreement for who declares, payout limits, class rights and interim powers.
  2. Measure distributable profit. Start from the latest accounts and strip out unrealised gains, share premium and capital.
  3. Test solvency. Prepare a cash forecast for at least twelve months after payment and a net asset check, and keep both with the minute.
  4. Minute the recommendation. Record the profit figure, the solvency belief, the amount and the record date in the board minute.
  5. Pass the members' resolution. Declare a final dividend at the AGM or by written resolution signed by every voting member.
  6. Build the dividend schedule. Map each member's holding, residence and rate, and collect treaty evidence before the payment date.
  7. Pay, withhold and remit. Pay net amounts, pay TRA by the seventh day of the next month and issue withholding certificates.
  8. Close the file. Update the dividend register, keep vouchers, and carry any section 183(2) statement into the directors' report and annual return.

Key dates and deadlines

WhenWhatBasis
Within 10 months after year end (private company)Lay annual accounts and reports before membersCap. 212 s.169(2)
At least 21 days before the meetingSend accounts, directors' report and auditors' report to membersCap. 212 s.167(1)
Board meeting before the AGMApprove accounts, record solvency view, recommend the amountCap. 212 ss.162(1), 183(3)
AGM or written resolutionMembers declare, not above the recommendation under Table ACap. 212 ss.150, 183(1); Table A reg 103
Payment dateDeduct 5% or 10% and pay net amountsCap. 332 s.54 and First Schedule
Within 7 days after the end of the payment monthFile the withholding return and pay TRATRA withholding page; Glance 2025/26
12 months after year endDeemed distribution of 15% may apply if nothing is declaredCap. 332 s.33A; Finance Act 2026 s.22
Twelve years after the due dateDirectors may forfeit an unclaimed dividendTable A reg 110

How Zatra helps

Zatra's corporate secretarial service prepares the board minute, the members' resolution, the dividend schedule and vouchers, and keeps the registers. Our tax and regulatory compliance service files the withholding return and certificates. A Senior Advisory Session at USD 49 suits a single dividend question; packages are on our pricing page.

Government charges, such as the BRELA filing fees and the tax paid to TRA, 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. TRA decides assessments and treaty claims, and the bank decides remittances. A dispute over an unlawful dividend, a minority petition, a prosecution or a formal legal opinion goes to an advocate on our team.

Sources and status

Accurate as at 24 October 2026. Company law is from the R.E. 2023 text; rates are from TRA and 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 a single-shareholder company declare a dividend without a meeting?

Yes. The sole member can sign a written resolution or a minute of the decision, entered in the minute book. The profit and solvency tests still apply, and the company still withholds tax on the payment.

Can a company pay a dividend in its first year?

Only from realised profits. A new company usually pays an interim dividend from management accounts, if its articles allow, once trading has produced profit. Start-up losses carried in the accounts must be covered first.

Can different shareholders receive different amounts per share?

Only if the shares carry different rights, for example preference or separate classes created in the articles. Table A pays according to amounts paid up on shares. A waiver by one member is possible but should be in writing before the record date.

Can a dividend be credited to a shareholder loan account instead of paid in cash?

Yes, if the articles and the shareholder agree. The credit is still a payment for tax purposes in our view, so withhold on it. Confirm the timing point with TRA or your tax adviser before relying on it.

Does a dividend need TRA approval before it is paid?

No. TRA does not approve dividends. It receives the withholding return and tax after payment. A bank remitting abroad will, however, want proof that the tax reached TRA before it sends the money.

What if the company declared a dividend but cannot pay on the date?

A declared final dividend is a debt to members, though it ranks behind outside creditors in a winding up. Directors should not pay if solvency has failed since the declaration. Take advice before deferring or cancelling it.

Can profits from a sale of land be distributed?

Yes, once the gain is realised by the sale and appears in the accounts. An unsold revaluation is not distributable. The sale may also carry its own tax on the gain, which reduces the profit available.

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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