Property in a Company or in Your Name: One Title, Two Files

This page is the property-holding vehicle operating file: whether a building is registered to a company or a person, and what that costs at Lands, at TRA, at the bank and in probate. It is not a conveyancing manual, and not a substitute for an official search.

• Which vehicle to incorporate: branch, subsidiary or local company
• Shareholding limits: 100% foreign ownership
• Buying the holder, not the building: the diligence file
• Foreign papers: BAKITA translation

As at 15 September 2026. This file rests on the Land Act Cap. 113, the Companies Act Cap. 212 and the Income Tax Act Cap. 332; confirm the live schedule on tra.go.tz and the title position with the Commissioner for Lands.

Before the vehicle: who may lawfully hold the land

Nobody buys land here. All of it is public land vested in the President as trustee; what changes hands is a right of occupancy for a term (commonly 33, 66 or 99 years), or a derivative carved from one.

The Land Act grants land to a non-citizen only for investment purposes approved under the Tanzania Investment Act, 2022, and reads a body corporate the same way where non-citizens hold most of its shares. Registration at BRELA does not turn foreign money into a citizen buyer. A foreign-controlled project instead takes land designated to the Tanzania Investment Centre, which carves a derivative right for a certificate-of-incentives holder; minimum investment capital under the 2022 Act is USD 500,000.

Read GN No. 487A of 2025 before the shareholding is fixed: a business on that reserved list settles the split for you. Zanzibar is separate: its own land statute, companies at BPRA, non-Zanzibaris through ZIPA-approved projects, ZRA on non-Union taxes, income tax still with TRA as a Union matter.

The annual tax stack, side by side

A company letting a building pays 30% on business income, after land rent, insurance, repairs, management, loan interest and Third Schedule depreciation. Taking the profit out costs a further 10% withholding on the dividend: 5% for a payer listed on the Dar es Salaam Stock Exchange, or one a quarter or more owned by a resident company. Three years of unrelieved losses bring Cap. 332’s alternative minimum tax on turnover, at a rate the Finance Acts keep moving.

Held personally, rent falls into the resident bands, which reach 30% above TZS 1,000,000 a month. A withholding-agent tenant deducts 10% from resident rent and 15% from rent to a non-resident; the TRA domestic-revenue desk says whether that settles the landlord’s position. No depreciation against band income, but no audit, no annual return, no beneficial-ownership filing.

Two charges follow the company alone: service levy at 0.3% of turnover to the council under the Local Government Finance Act Cap. 290, due whether or not the year shows a profit, and VAT at the 18% standard rate in Cap. 148 on commercial letting once registration bites. Residential letting and bare land differ.

Which vehicle answers which question

Exit is where the two files stop looking alike

Realising an interest in land or buildings brings a single instalment tax: 10% of the gain for a resident, 20% for a non-resident, and the Registrar of Titles registers no transfer until it is paid. For an individual that ordinarily ends the matter; for a company it is only a credit against the corporate charge, the balance due with the return and a second charge waiting on distribution.

Stamp duty on the conveyance is 1% under the Stamp Duty Act Cap. 189, assessed on the value the Chief Government Valuer approves, not the figure in the agreement. A friendly price invites an assessment.

Private-residence relief belongs to people, not to registered vehicles: Cap. 332 exempts the gain on a principal private residence, capped at TZS 15,000,000. Selling shares rather than bricks does not escape it: section 56 treats a change of half or more in underlying ownership as a realisation of the entity’s assets, and the liability lands on the entity, not the departing seller.

Illustrative arithmetic on one commercial building

Illustrative arithmetic, not a quotation. A godown let at TZS 20,000,000 a month produces TZS 240,000,000 for the year; running costs of TZS 90,000,000 leave TZS 150,000,000.

Inside a company: levy takes TZS 720,000 off the turnover line, corporation tax is TZS 45,000,000, and distributing the remaining TZS 105,000,000 costs another TZS 10,500,000: the shareholder banks TZS 94,500,000. In her own name the tenant withholds TZS 24,000,000 and she settles the balance in the bands, which at this size approach the same rate. Roughly TZS 11,000,000 a year between them.

Now sell it. Bought at TZS 400,000,000 and sold at TZS 900,000,000, the gain is TZS 500,000,000. Personally the instalment is TZS 50,000,000 and the file closes. In the company that sum is only credited: tax on the gain is TZS 150,000,000, so TZS 100,000,000 more falls due with the return, and extracting what is left of the proceeds costs TZS 35,000,000.

A mortgage is two registrations, not one

The lender registers a legal mortgage at the Registry of Titles under the Land Registration Act Cap. 334. Where the borrower is a company the same security is also a charge, and the Companies Act allows 42 days from creation for it to reach BRELA; delivered on day fifty it is void against a liquidator and other creditors.

A mortgage over a matrimonial home in a personal name is not good without the spouse’s consent, and Cap. 113 puts the duty of enquiry on the lender: banks ask for a marriage certificate or a sworn declaration of status before drawdown.

Corporate borrowers are also offered a debenture over the whole undertaking and directors’ personal guarantees, so liability is less limited than it looks; Cap. 332 caps deductible interest once debt outruns equity.

Death, divorce, and the partner who wants out

A personally held title falls into the estate. The family opens probate or letters of administration under the Probate and Administration of Estates Act Cap. 352, applies for transmission at the land registry, then transfers by assent. Which regime governs (statutory, customary or Islamic) depends on the deceased, and that argument has held buildings empty for years.

Shares move more quietly: the land file is untouched, no approval of disposition is needed, and the BRELA register is updated once the grant issues. Where several investors share one building, only the company carries a shareholders’ agreement: pre-emption, deadlock, a valuation formula, drag and tag. A single co-owner on a title can block any disposition of the whole.

The sequence the desks take

1. Settle the citizenship question first. Is the intended holder a citizen for Cap. 113, and is the activity reserved?
2. Search the title. Term remaining, registered owner, encumbrances, caveats, and the development conditions in the grant.
3. Clear the arrears in writing. Land rent clearance from the Commissioner and the property-rate position at TRA, before any deposit moves.
4. Incorporate, if the answer is a company. BRELA registration, then TIN, then the business licence, then beneficial ownership: each desk asks for the one before it.
5. Value before you price. A registered valuer’s report goes to the Chief Government Valuer, whose approved figure drives the duty and the gain.
6. Apply for approval of the disposition. Lands approves a transfer of a right of occupancy; nothing registers ahead of it.
7. Pay the taxes that gate registration. Instalment tax and stamp duty, with the receipts the registry checks.
8. Close both registers. A new certificate on the land side; the charge delivered, members’ register and beneficial ownership updated on the company side.

Documents the file needs

Land side: certificate of occupancy or derivative-right document; a current official search; land rent clearance; the property-rate position; the approved valuation report; the prescribed transfer form under the Land Regulations; spousal consent where the home is matrimonial; written approval of the disposition.

Vehicle side: memorandum and articles, certificate of incorporation, a current BRELA extract, register of members, beneficial-ownership declaration, board and shareholder resolutions authorising the purchase and the borrowing, TIN certificate, business licence, and accounts signed by an NBAA-registered auditor. For a foreign holder, add passports, permits, the parent’s constitution and certified translations.

Where this file stalls

• A locally incorporated company with foreign-majority shareholders bidding on the open market, then meeting the non-citizen rule after the deposit is gone.
• A nominee arrangement: title in a citizen friend’s name, money from abroad. Unenforceable, and the friend’s creditors, spouse and heirs reach it first.
• Land rent arrears inherited from two owners ago, surfacing only when clearance is requested; or a development condition never satisfied.
• Beneficial ownership never refreshed after a share transfer, so the bank freezes the account mid-purchase.
• Rent banked personally while the title sits in the company: two sets of books no auditor can reconcile.

What changed since the 1997 Investment Act

The Tanzania Investment Act, 2022 replaced the 1997 statute. TIC remains the channel through which designated land reaches a foreign-controlled holder, but certificate conditions, incentives and the capital threshold are read off the current Act.

GN No. 487A of 2025 published the reserved and restricted activities for non-citizens: a shareholding instrument, not a land one, yet it can settle the vehicle question before the tax comparison. Rates move each July by Finance Act.

Mandate-holders this file does not replace

The Commissioner for Lands approves dispositions and issues rent clearance; the Registrar of Titles registers the instrument; the Chief Government Valuer approves the valuation. TRA assesses the instalment, the duty and the return of income, and collects property rate. BRELA owns incorporation, charges and the beneficial-ownership record; TISEZA issues the certificate of incentives. In Zanzibar those seats belong to ZIPA, BPRA and ZRA.

An advocate drafts the sale agreement and the transfer instrument; a registered valuer signs the valuation; a licensed auditor signs the accounts. Zatra prepares, structures and coordinates so papers reach each desk in the order it expects. It does not practise law, audit, value property or issue approvals, and promises no outcome.

What to confirm before you act

• Whether any shareholder or director makes the intended buyer a non-citizen for land purposes.
• The unexpired term of the right of occupancy and every condition written into the grant.
• Land rent and property rate, confirmed in writing by the collecting desk, not by the seller.
• The live corporate, withholding and instalment rates for the year of income in question.