Dormant Companies in Tanzania: What You Must Still File

This page is the dormant-company operating file: it decides which registry and tax duties survive when a Tanzanian company stops trading. It is not a winding-up manual and not a shelf-company sales pitch.

• Choosing the vehicle: branch, subsidiary or local company
• Inheriting somebody else’s arrears: diligence before a share transfer
• Who may hold the shares on reactivation: full foreign ownership
• Papers the registry will not read: BAKITA translation

As at 14 September 2026. This file rests on Companies Act Cap. 212, Income Tax Act Cap. 332, the Tax Administration Act Cap. 438 and the VAT Act Cap. 148; live forms sit on BRELA’s online registration system.

There is no dormant status in Tanzanian company law

Cap. 212 knows two positions: on the register, or struck off and dissolved. Dormancy describes an empty sales ledger, not a filing position, and the Registrar has no box that suspends a duty. In September 2026 BRELA put 5,277 companies on that path: see BRELA's 2026 strike-off notice for 5,277 companies.

Directors who assume otherwise usually imported the assumption. Several common-law systems grant idle companies an audit exemption and a shortened return. Tanzania offers neither in practice. Section 174 of Cap. 212 does provide an audit exemption for qualifying private companies, but the tests in GN 40 of 2005 are narrow and practitioners report that it is not followed, so plan on accounts being prepared, laid before the members and certified by an auditor registered under the Auditors and Accountants (Registration) Act Cap. 286, even where every line reads zero. Our statutory audit guide sets out the exemption and its limits. Officers, not the company, carry default penalties.

The two jurisdictions keep separate diaries. A Mainland company answers to BRELA; a Zanzibar-registered company answers to BPRA under the island’s own companies legislation, and neither registry tells the other about your arrears. Income tax is a Union tax, so TRA holds that mandate on both sides of the channel. Zanzibar VAT and the island levies belong to ZRA.

What survives dormancy, desk by desk

Registry duties run on the meeting, not the ledger

Cap. 212 hangs the registry year on the annual general meeting. No more than fifteen months may pass between one such meeting and the next, and the accounts are laid before it. The annual return is completed within 42 days of that meeting and delivered to the Registrar. None of those steps is conditional on trading.

A company that skipped four meetings cannot file one clean return and be current. It reconstructs a meeting and signed accounts for each missed year, and the auditor must certify historic figures on whatever evidence survives. One asked in 2026 to sign a 2022 balance sheet with no bank statements will decline.

The registered office is a live address. Notices are served there, its situation notified on Form No. 14a, directors and the secretary on Form No. 14b. Service is good whether or not anyone collects the envelope: which is how companies get struck off while shareholders believe the file is merely quiet.

Before you restart it: the reserved list reaches shelf companies

Restriction comes before process. Where the idle company’s objects cover an activity reserved for citizens under GN No. 487A of 2025, a non-citizen shareholder on reactivation is a licensing question before it is a filing question. Screen the objects before you pay for the shares.

Land is the second trap. A company holding a right of occupancy does not stop being a land holder because it stopped trading, and the non-citizen rules in the Land Act apply to the shareholding that controls it. Where a certificate of incentives was issued under the Tanzania Investment Act 2022 (minimum investment capital USD 500,000 for a foreign-owned project, USD 50,000 where ownership is Tanzanian) a project that never started invites revocation. Residence permits fail on the same evidence.

What TRA still expects from an empty company

The TIN does not sleep. Under Cap. 332 the company lodges a statement of estimated income by the end of the third month of its year of income, with provisional instalments due on the last day of the third, sixth, ninth and twelfth months, and a final return within six months of that year closing. A nil estimate makes the instalments nothing; the duty to file is unaffected.

Two rates matter even at zero. Corporation tax runs at 30% of chargeable income, so a nil result produces nil tax, but only a filed return converts a trading loss into a loss carried forward. The alternative minimum tax of 1%, which bites companies carrying unrelieved losses across three consecutive years, is charged on turnover: a company earning bank interest or rent was never idle.

VAT is the duty most often forgotten. Registration continues until TRA cancels it on application, and meanwhile each period’s return falls due by the 20th day of the following month. A business that stopped trading in 2023 without applying has a penalised return outstanding for every month since.

Payroll and council levies when the ledger is empty

If one caretaker is still paid, the company has a payroll: PAYE remitted by the 7th of the following month under Cap. 332, and social security at 20% of gross pay (10% employer, 10% employee) under the National Social Security Fund Act Cap. 50, with the Workers Compensation Fund contribution alongside. Skills and Development Levy under the Vocational Education and Training Act Cap. 82 attaches to employers with ten or more employees, so one caretaker sits below it. A director’s honorarium is remuneration; calling it an expense reimbursement without vouchers is how a quiet file acquires a PAYE assessment.

At council level, the service levy under the Local Government Finance Act Cap. 290 is 0.3% of turnover. No turnover means no levy, but the municipal revenue office expects the declaration that establishes it, and will demand payment on estimated figures where nothing is declared.

Worked example: two years of quiet

Illustrative arithmetic, not a quotation. A Mainland company with a calendar year of income stops trading in December 2023 and the directors file nothing further. Its VAT registration was cancelled in time, so only income-tax returns are outstanding.

The return for the year of income 2024 fell due on 30 June 2025. By 14 September 2026 it is fifteen months late. The floor for a body corporate is 15 currency points each month or part month, and a point is TZS 20,000: 15 × 20,000 = TZS 300,000 monthly, and 15 months × 300,000 = TZS 4,500,000. The 2025 return fell due on 30 June 2026 and is three months late: 3 × 300,000 = TZS 900,000. Arrears reach TZS 5,400,000 on two returns that would each have reported nothing, before interest and before the failure-to-maintain-documents exposure of 10 currency points. The alternative limb, 2.5% of the tax assessable, produces nothing here: which is why the floor carries the charge.

The sequence the desks actually take

1. Decide keep-alive or close: a company you will reuse within a year or two is cheaper kept current than revived.
2. Reconstruct the registry years: minutes for each missed meeting, accounts for each period, auditor engaged before you approach the Registrar.
3. Bring the register current: outstanding annual returns, Forms 14a and 14b where officers or the address changed, beneficial-ownership particulars.
4. Stop the meter: apply for VAT deregistration and surrender the licence before filing the arrears, so no new period accrues.
5. File the outstanding income-tax returns: estimates and final returns for every open year, then agree the penalty position with the office holding the file.
6. Obtain tax clearance: TRA will not clear a taxpayer with unfiled periods, and no registry exit proceeds without it.
7. Close properly or resolve to keep filing: a members’ voluntary winding up on a declaration of solvency, or a calendar owned by a named person.
8. Keep the pack: dissolution does not retire the record-retention duty under Cap. 438 that a later audit will test.

Documents the file needs

Certificate of incorporation with the memorandum and articles; a current BRELA extract; minutes and signed accounts for every year in arrears; auditor’s reports; Form No. 14a and Form No. 14b as filed; the TIN certificate and working TRA portal access; the VAT cancellation application; the licence and its surrender letter; and bank statements for the quiet period, which are the auditor’s only independent evidence that nothing moved.

Where this file stalls

• Directors emigrated, the registered office is a closed shop, nobody opened the Registrar’s letters.
• No bank statements for the dormant years, so the auditor cannot certify the company was idle.
• VAT registration left open, generating one penalised period every month against no trade.
• A buyer’s diligence finds the arrears mid-transaction; the discount demanded exceeds what filing would have cost.
• The company is revived to hold land or a licence whose objects now sit on the reserved list.
• Clearance refused over a single unfiled year, stalling an otherwise ready exit.

Striking off is not a closure plan

The Registrar may strike a company off where there is reasonable cause to believe it carries on no business: a letter, a wait, a second letter, a notice in the Gazette, and three months later the name is removed and the company dissolved. Owners treat this as free closure. It is not: property at dissolution can pass as bona vacantia, unfiled tax periods stay unfiled, officers’ liability survives, and restoration is a court application.

What has changed

Beneficial-ownership particulars are now part of the Cap. 212 regime and apply to every company on the register: a shelf company that has filed nothing since 2019 carries a beneficial-ownership gap as well as a returns gap, and BRELA’s online system surfaces both the moment anyone touches it. GN No. 487A of 2025 reserved certain business activities: which bites when a dormant vehicle is sold or repurposed, not while it sleeps.

Mandate-holders this file does not replace

BRELA owns the register, the annual return and beneficial ownership; BPRA the same for island companies. TRA owns income tax, VAT, PAYE and every penalty computed above, and issues tax clearance. ZRA owns the island’s non-Union taxes, the local authority its levy and licence. An auditor registered with NBAA signs the accounts: Zatra does not audit; a winding up or restoration belongs to an advocate. Zatra prepares, structures and coordinates across those desks, and promises no outcome.

What to confirm before you act

• The last annual return actually filed, and the date of the last general meeting.
• Whether VAT registration is still open on the TRA portal, and from which period.
• Every year of income with nothing filed, counted in months against the penalty floor.
• Whether the address on the register is one somebody still reads.
• Whether the objects touch the reserved list, land, or a sector licence.
• Whether an auditor will accept the engagement on the evidence that survives.