Directors Duties Tanzania: Good Faith, Care, Conflicts, Personal Liability and BRELA Filings

This guide sets out the directors duties Tanzania company law imposes, who may serve, and how appointments and removals are filed on the 2026 BRELA forms. It shows where a director's own money is at risk: tax, payroll, safety, environment and insolvency. It also covers insurance, nominee and foreign directors, and Zanzibar.

What the law says about directors' duties

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

• General duties: management by the board (s.184), good faith (s.185), regard to employees (s.186), proper purpose (s.187) and care (s.188).
• The board: number of directors (s.189), secretary (s.190), removal (s.196), minimum age (s.197), bankrupts (s.199) and disqualification (ss.200 and 201).
• Money and conflicts: tax-free pay (s.202), loans to directors (s.203), loss of office payments (ss.204 to 207) and interests in contracts (s.212).
• Records and relief: register of directors (s.213), service contracts (ss.214 and 215), liability of officers (s.217) and court relief (s.491).

The numbering trap. R.E. 2023 numbers run three higher than the 2002 Act as enacted: the good faith duty was section 182 and is now section 185. Breakthrough Attorneys (15 January 2019) and the 2002 text on WIPO Lex use the old numbers.

Who should read this

• Founders named as first directors on Form 15a.
• Foreign parent companies placing executives or nominees on a subsidiary board.
• Non-executive and nominee directors who do not run the business day to day.
• Finance managers and company secretaries who prepare what directors sign.
• Directors of Zanzibar companies, who answer to BPRA under a different Act.

Our guide to the memorandum and articles of association explains how the articles sit alongside the Act.

How many directors must a Tanzanian company have?

Section 189 fixes the number. Practitioner notes such as Tanzanian Web (June 2021) read it as two. BRELA's frequently asked questions (Swahili) describe ORS steps that need at least two directors and two shareholders.

Victory Attorneys (28 March 2024) report that a single shareholder company needs two officers, one a director. Clyde & Co (31 January 2025) say such a company could not then be registered on ORS in practice. The Cliffe Dekker Hofmeyr guide notes that a public company's secretary must be an advocate, a certified public accountant, an auditor or otherwise qualified.

Who can be a director, and who cannot?

• Age: section 197 sets a minimum age and section 198 requires a director to disclose their age. Breakthrough Attorneys give the minimum as 21 years on the 2002 text.
• Bankruptcy: under section 199, an undischarged bankrupt may not act without the court's leave.
• Disqualification: section 200 lets the court bar a person. Under section 201, a person who acts while disqualified is personally liable for the company's relevant debts.
• Share qualification: where the articles require one, section 194 applies.
• Residence: the Cliffe Dekker Hofmeyr guide on resident directors says no residence rule applies. One director must give biometrics for the company's TIN, so most companies keep one director in the country.

Sector licences add conditions. The same guide notes that a foreign company seeking a mining right needs a director resident in Tanzania for four years or longer. Banking, insurance and capital markets regulators run their own fit and proper tests.

How are directors appointed and removed, and what goes to BRELA?

Later appointments follow the articles: usually a board resolution for a casual vacancy or an ordinary resolution of members. See our guide to board resolutions. Removal is a members' power under section 196. Global Law Experts (21 July 2026) describe an ordinary resolution at a general meeting after special notice, with the director entitled to be heard. Section 147 governs special notice, and our annual general meeting guide covers notice and voting.

The Companies (Forms) (Amendment) Rules, 2026 (GN 82 of 2026), published on 20 March 2026, set the forms. Our note on the 2026 BRELA forms lists the schedule.

Form 213a asks for full and previous names, residential address, nationality, date of birth, occupation and other directorships. A serving director or the secretary signs each form. Section 213 sets the period for notifying BRELA; GN 82 prints no deadline, and Global Law Experts advise filing within fourteen days.

What are the statutory duties of a director?

Sections 185 to 188 set four general duties, owed to the company rather than to individual shareholders.

On Breakthrough Attorneys' reading of the care standard, a qualified accountant on the audit committee is judged by a higher bar than a lay director. Global Law Experts (18 September 2026) add that fiduciary duty covers avoiding unauthorised profit.

• Authority is not a shield. Section 38 protects outsiders dealing in good faith from limits in the constitution. It does not protect a director or a connected person, and it preserves a director's liability for exceeding powers.
• Pre-incorporation contracts. Under section 42, a person who signs for a company not yet formed is personally liable unless the contract says otherwise.

How do conflicts, disclosure and loans to directors work?

A director with a direct or indirect interest in a contract with the company must declare it to the board under section 212. Minute each declaration and keep an interests register, even where the articles let the director vote.

• Loans: section 203 prohibits loans to directors and connected persons, defined in section 203(4). Read its exceptions before any advance, guarantee or credit to a director, spouse or related company.
• Loss of office: sections 204 to 207 require the company's approval for compensation on leaving office.
• Tax-free pay: section 202 prohibits paying a director free of tax.
• Accounts: sections 209 to 211 require directors' pay, pensions and loans to be disclosed, and each director to supply the information.
• Service contracts: section 214 opens them to inspection, and section 215 regulates terms longer than five years.

Where a related-party deal touches the shareholders' agreement, check its reserved matters too.

Which registers and annual filings fall on the board?

Our guide to statutory registers covers form and inspection.

The fee register still names the beneficial ownership forms 14b, 14c and 14f; GN 82 of 2026 renumbers them 15b, 15c and 15f. Failing to keep the register or file a declaration carries a fine of TZS 5,000,000 to TZS 10,000,000 under GN 478 of 2023 (NEW-01-02). See our guide to nominees and beneficial ownership. Form 131 lists every director's particulars and is certified by a director or the secretary; our guide to BRELA annual returns covers timing.

When are directors personally liable?

A company is a separate person, so directors do not normally answer for its debts. Breakthrough Attorneys cite Yusuf Manji v. Edward Masanja (Civil Appeal No. 78 of 2002), where the court lifted the veil over directors who hid company assets. The Act also creates specific exposures.

FB Attorneys (18 November 2019) note that where a company is charged, a director, principal officer or manager may be charged with it. Any charge, summons or search warrant should go to an advocate the day it arrives.

Can directors be personally liable for company tax?

Yes, under a narrower rule than many assume. Section 76 of the Tax Administration Act, Cap. 438 R.E. 2023, as published by TRA, covers the liability of managers of entities. Section 3(3) defines a manager to include a director and anyone taking part in senior management decisions.

• The rule: where an entity fails to pay tax on time, a manager during the default is "jointly and severally liable with the entity for payment of the tax" (s.76(1)).
• The limit: this applies "where the default which occurred was due to fraud as it shall be proved in a court of law" (s.76(2)).
• Recovery: a manager who pays may recover from the entity and retain its assets up to the amount paid (s.76(3)).

The R.E. 2019 text published by the Ministry of Finance instead made a manager liable unless they had used the care, diligence and skill that would have prevented the failure. We have not identified the instrument that brought in the fraud test, so confirm the current text with TRA or an advocate.

Penalties still drain the company. Late filing or payment costs the higher of 2.5% of the unpaid tax or 15 currency points, TZS 300,000, per month for a body corporate (NEW-02-06; currency point TZS 20,000, NEW-02-05). A false or misleading statement adds 50% to 75% of the shortfall (NEW-02-11).

What about PAYE, NSSF, OSHA and environmental offences?

• PAYE and SDL: the employer withholds PAYE at the resident rates (F0176 to F0180) and pays SDL at 3.5% where it has ten or more employees, by the 7th of the following month (F0276). See PAYE from gross to net. Using withheld PAYE to fund operations is the fact pattern most likely to support a fraud finding under s.76.
• NSSF: private sector contributions total 20% of wages, with the employee share capped at 10% (F0279). Late contributions carry 5% of the unpaid amount for each month or part (F0446).
• OSHA and environment: the Occupational Health and Safety Act, No. 5 of 2003, and the Environmental Management Act, Cap. 191, both create offences, and FB Attorneys' point applies to them. See our guides to employer registration and OSHA inspections.

Whether the NSSF, OSHA and environmental Acts name directors personally, and on what defence, turns on each Act's offence section. We have not verified those sections, so they sit under figures to confirm.

Do insurance and indemnities protect directors?

Only in part. Section 217 governs how far the articles or a contract may relieve officers and auditors of liability. Breakthrough Attorneys note that Table A carries a model indemnity for acts done as a director. Section 491, "Power of court to grant relief in certain cases", may also help; confirm its terms.

• Test the indemnity. Do not rely on a wide indemnity in the articles or a service contract until an advocate confirms it survives section 217.
• Read the exclusions. Global Law Experts note that D&O cover typically excludes fraud and deliberate wrongdoing, the ground on which s.76 now turns.
• No bar to prosecution. FB Attorneys warn that an indemnity cannot stop a prosecution; at most it funds defence costs.

Nominee and foreign directors: what extra rules apply?

Nominee directors. The Act draws no line between a nominee and any other director. A director appointed by an investor owes the section 185 duty to the company. Voting on the appointer's instructions against the company's interest is a breach. The person behind the shares must still be declared on Form 15b. A nominee should ask the appointer for a deed of indemnity covering defence costs.

Foreign directors. A foreign national may be a director without living in Tanzania. Working here is a different matter.

• Executive directors in Tanzania need a work permit, Class A USD 1,000 (F0413) or Class C USD 1,000 (F0415), and a residence permit, A-3 USD 3,000 (F0405) or B-1 USD 2,000 (F0406).
• Working without a permit exposes the worker and the company to a fine of not less than TZS 10,000,000, two years' imprisonment or more, or both (F0422). See our note on working without a permit.
• Visiting board members should confirm the visa class with Immigration; the business visa is USD 250 (F0394).

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), which lists the Companies Act, No. 15 of 2013 as its company law. Mainland forms, section numbers and fees do not carry over.

The Zanzibar Social Security Fund operates under Act No. 2 of 2005. Directors should read the 2013 Act's own duty and liability sections. Our guide on registering with BPRA covers the registry.

Worked example: changing a director and a tax default

Kilima Logistics Limited, a Mainland company, has three directors. On 2 November 2026 the members remove one by ordinary resolution after special notice and appoint a replacement. A remaining director's address also changes.

• Forms 213b, 213a and 213c at TZS 22,000 each (F0005): 3 x 22,000 = TZS 66,000.
• Filed four months late at TZS 2,500 per document per month (F0006): 3 x 4 x 2,500 = TZS 30,000, a total of TZS 96,000.
• Six certified pages for the bank at TZS 3,000 (F0008): TZS 18,000.

The tax scenario. Monthly payroll is TZS 20,000,000 and PAYE withheld is TZS 4,000,000. From January to June 2027 the company deducts PAYE but pays none to TRA.

• Unpaid PAYE: 6 x 4,000,000 = TZS 24,000,000.
• Penalty: 2.5% of TZS 4,000,000 is TZS 100,000, so the floor of TZS 300,000 per month applies (NEW-02-06, NEW-02-05). Counted to 31 July 2027, the months are 6, 5, 4, 3, 2 and 1 late: 21 x 300,000 = TZS 6,300,000, before interest.
• NSSF unpaid April to June 2027 at 20%: 3 x 4,000,000 = TZS 12,000,000 (F0279). Penalty at 5% per month: 600,000 + 400,000 + 200,000 = TZS 1,200,000 (F0446).

Company exposure before interest: 24,000,000 + 6,300,000 + 12,000,000 + 1,200,000 = TZS 43,500,000. If a court finds the PAYE default was due to fraud, each director in office becomes jointly and severally liable for the TZS 24,000,000 tax under s.76. The subsection does not say whether that reaches penalties and interest. Government fees are paid to each authority against its own control number; Zatra's professional fee is quoted separately.

When do you need an advocate?

Filings and registers are secretarial work. Bring in an advocate for a contested removal, a board deadlock, any TRA fraud allegation or a criminal charge. The same applies to a liquidator's trading or misfeasance claim, a disqualification question, an opinion on an indemnity or related-party loan, and petitions under sections 236 and 237.

What to do now

1. Check the board. Confirm the number of directors, each director's age, and that none is bankrupt or disqualified.
2. Match BRELA to reality. Run a file search (F0009) and compare the directors on record with the people who act.
3. File the gaps. Lodge missing Forms 213a, 213b or 213c now, since late fees grow monthly (F0006).
4. Open an interests register. Collect section 212 declarations and minute them.
5. Review loans. Test every advance or guarantee to a director or connected person against section 203.
6. Ring-fence payroll taxes. Pay PAYE, SDL and NSSF on time from a separate account, and minute the board's review.
7. Update beneficial ownership. File Form 15b or 15f where anyone behind the shares has changed (F0019).
8. Test the protection. Have an advocate review the indemnity against section 217 and read the policy exclusions.

Key dates and deadlines

The table applies the rules to the worked example. Replace the dates with your own.

How Zatra helps

Zatra's corporate governance advisory service reviews board structure, interests registers and director onboarding. Our corporate secretarial service keeps registers and filings current, the company changes service files appointments and removals, and our beneficial ownership service handles Forms 15b to 15f. See our pricing page and government fees handbook.

Government fees are paid by the client to BRELA, TRA, NSSF or Immigration at the official rate against a GePG control number, separately from Zatra's professional fee. Zatra prepares and files the documents; it does not decide or guarantee any authority's outcome. Prosecution, seizure of records, TRA fraud allegations, liquidator claims, court and tribunal work, disputes and legal opinions go to Zatra's advocate.

Sources and status

Accurate as at 10 October 2026. Sections follow Cap. 212 R.E. 2023 and Cap. 438 R.E. 2023; fees follow the Zatra fee register at 26 September 2026.

• Companies Act, Cap. 212 R.E. 2023: BRELA, 2023. Accessed 10 Oct 2026.
• GN 82 of 2026, Companies forms: BRELA, 20 Mar 2026. Accessed 10 Oct 2026.
• FAQ (Swahili): BRELA, uploaded 2024. Accessed 10 Oct 2026.
• Tax Administration Act, R.E. 2023: TRA, 2023. Accessed 10 Oct 2026.
• Tax Administration Act, R.E. 2019: Ministry of Finance, 2019. Accessed 10 Oct 2026.
• Company Acts: BPRA Zanzibar, 2026. Accessed 9 Oct 2026.
• Profile: ZSSF, 2026. Accessed 10 Oct 2026.
• Companies Act, 2002: WIPO Lex. Accessed 10 Oct 2026.
• Directors' liabilities: Breakthrough Attorneys, 15 Jan 2019. Accessed 10 Oct 2026.
• Director duties, 18 Sep 2026, and changing directors, 21 Jul 2026: Global Law Experts. Accessed 10 Oct 2026.
• Resident director and company secretary: Cliffe Dekker Hofmeyr, 2026. Accessed 10 Oct 2026.
• Tanzania business 101: Clyde & Co, 31 Jan 2025. Accessed 10 Oct 2026.
• Single shareholder companies: Victory Attorneys, 28 Mar 2024. Accessed 10 Oct 2026.
• Q&A: FB Attorneys, 18 Nov 2019. Accessed 10 Oct 2026.
• Directors and their functions: Tanzanian Web, Jun 2021. Accessed 10 Oct 2026.
• Zatra fee register lines F0005 to F0009, F0014, F0019, F0176 to F0180, F0276, F0279, F0394, F0405, F0406, F0413, F0415, F0422, F0446, NEW-01-02, NEW-02-05, NEW-02-06, NEW-02-11, NEW-02-19: fees at 26 Sep 2026. Accessed 10 Oct 2026.

Figures to confirm before you act

• Minimum directors: two in practice; confirm the words of s.189 and ORS treatment of single shareholder companies
• Minimum age: 21 on the 2002 text; confirm s.197 of R.E. 2023
• BRELA notice period: the s.213 period for Forms 213a to 213c; practitioners advise 14 days
• TAA s.76: the fraud test, its amending instrument, and whether liability reaches penalties and interest
• Section 217: how far an indemnity is valid
• NSSF, OSHA and environmental Acts: whether each makes directors personally liable
• Beneficial ownership forms: register Forms 14b, 14c and 14f against GN 82's 15b, 15c and 15f (F0019)
• Zanzibar: BPRA forms and fees for director changes

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.