Company Setup

Memorandum and Articles of Association Tanzania: What Each Must Contain, What It Costs and How to Change It

Cover: memorandum and articles of association Tanzania under the Companies Act Cap. 212 R.E. 2023, sections 5, 10, 14 and 29, with BRELA fees F0001 and F0005
What the memorandum and the articles of a Mainland private company must say, what BRELA and TRA charge, and how to amend them. As at 9 October 2026.
Direct answer

What must the memorandum and articles of association of a Tanzanian company contain? Under the Companies Act, Cap. 212 R.E. 2023, the memorandum states the name ending in "Limited", the objects, limited liability, the share capital and each subscriber's shares. The articles hold the internal rules, and a private company's articles must restrict share transfers, cap members at fifty and bar public offers. Each document carries TZS 10,000 stamp duty.

Founders call the pair "memarts". They are uploaded on BRELA's Online Registration System with the application, they bind the company and every member once registered, and they can be changed later only by special resolution. This guide covers Mainland companies registered with BRELA; Zanzibar companies follow a different Act.

What the law says about the memorandum and articles

The Companies Act, Cap. 212 R.E. 2023 sets the rules. BRELA publishes the revised edition of 2023 on its acts page. The section numbers below come from that text.

Both documents sit on the public file at BRELA, so lenders, investors and counterparties can read them.

Who should read this

New founders should also read our guide to business registration in Tanzania.

What must the memorandum contain?

Section 5 sets the minimum for a company limited by shares.

ClauseWhat it saysSection
NameThe company's name, ending in "Limited" for a private company or "Public Limited Company" for a public ones.5(1)(a)
ObjectsThe objects of the companys.5(1)(b)
LiabilityThat the liability of the members is limiteds.5(2)
Share capitalThe amount of share capital the company proposes to registers.5(4)(a)
SubscribersEach subscriber takes at least one share, and the number taken is shown opposite the names.5(4)(b), (c)
SignatureDated and signed by each subscriber before at least one attesting witness, with full names, occupation and postal addresss.6

The registered office is not a memorandum clause. Section 15(3) puts it in the statement filed with the memorandum, alongside the first directors, secretary and beneficial owner records under section 15(2). On ORS that statement is Form 15a. Section 7 bars other changes to the memorandum except where the Act allows them.

What goes in the articles of association?

Section 10(1) says the articles contain "regulations for the company". Members choose most of the content, but the articles must not conflict with the Act or the memorandum, and must carry the private company clauses in section 29.

TopicMemorandumArticles
PurposeConstitution facing the public: name, objects, liability, capitalInternal rules for members, directors and shares
Required bys.5 and s.6s.10, with s.29 for private companies
Model textStatutory forms in the Schedule, s.13Table A applies where not excluded, s.12
Typical clausesName, objects, liability, capital, subscribersShare issue and transfer, meetings, quorum, votes, directors, secretary, dividends, accounts, seal, winding up
How to changeObjects by special resolution, s.9; name by special resolution and Registrar approval, s.33Special resolution, s.14(1)
Who can objectHolders of 10% of issued capital, within 30 days, for an objects change, s.9(2), (3)No statutory objection window

Section 13 requires the documents to follow Tables B to E of the Schedule "or as near thereto as circumstances admit". Where a company adopts Table A, section 12(1) requires a printed copy of Table A to be annexed to or incorporated in each copy of its articles.

Table A also applies by default where no articles are registered, or where the articles do not exclude or modify it. Read the Table A rules you import, because they become your rules.

What makes a company private?

Section 29(1) defines a private company by what its articles say. The articles must do three things:

Under section 30, a company that breaks these provisions loses the privileges of a private company. Under section 31, one that removes the clauses becomes public and must amend its memorandum within 14 days and notify the Registrar on Form 31.

BRELA's frequently asked questions (Swahili) describe ORS steps that need at least two directors and two shareholders. Under section 27, members who know the company has traded with fewer than two members for over six months share liability for debts of that period. The single shareholder company under section 28 is the exception; confirm how ORS handles it.

How should the objects clause be drafted?

Section 8 allows a "general commercial company" whose object is "to carry on any trade or business whatsoever". Section 37(1) adds that an act is not invalid only because it falls outside the company's capacity under the memorandum. A wide objects clause is therefore common and lawful.

A wide clause does not replace a licence. On ORS the applicant also picks business activities by code. A Miamia step-by-step ORS guide (updated 18 February 2025) says activities are selected "according to ISIC Classification", and Form 15a has a business activities field. Those codes drive later licensing, TIN registration and sector approvals.

Which objects are closed to foreign-owned companies?

GN 487A of 2025, the Non-Citizens Order published on 28 July 2025, bars any business licence to a non-citizen for 15 activities (NEW-08-14). Bowmans (30 July 2025) summarise the list.

No.Activity reserved to citizens
1Wholesale and retail sale of goods, except supermarkets, specialised product outlets and wholesale centres for local producers
2 to 5Mobile money transfers; repair of mobile phones and electronic devices; salons, except in a hotel or for tourism; home, office and environmental cleaning
6 to 10Small-scale mining; domestic postal and parcel delivery; domestic tour guiding; radio and television; museums or curio shops
11 to 15Brokerage or agency in businesses and real estate; clearing and forwarding; on-farm crop purchasing; gambling machines outside casinos; micro and small industries

A convicted non-citizen faces a fine of not less than TZS 10,000,000 or up to six months' imprisonment, and loses visa and residence permit (F0889). A citizen who assists faces TZS 5,000,000 or three months (F0890). Existing licences run to expiry without renewal (NEW-08-15).

Whether the Order reaches a company with foreign shareholders is not settled. Clyde & Co (29 July 2025) note that a strict reading covers natural persons only. Authorities may still treat foreign-controlled companies as caught, so keep a foreign-owned company's objects and ISIC codes clear of the list. Our guides on wholesale and retail trade for foreign investors and EAC citizens and business restrictions cover the borderline cases.

How does BRELA ORS handle the memarts?

BRELA does not draft the memarts for you. Its company registration page lists three attachments: the company constitution ("Katiba ya Kampuni"), an integrity form and a consolidated form. The applicant fills in the company details online, uploads the attachments and pays by mobile money or bank. Processing starts after payment.

The BRELA FAQ adds that ORS issues the certificate "ndani ya siku tatu", within three days, where the information is correct. Three rules follow:

The schedule of forms was replaced on 20 March 2026 by the Companies (Forms) (Amendment) Rules, 2026 (GN 82 of 2026). It brings in Form 15a for the application, Form 09 for a change of objects and Form 68 for an increase in capital. Our note on the 2026 BRELA company forms lists the new numbers.

How much stamp duty is paid on the memarts?

Stamp duty is a TRA tax. The Zatra fee register records TZS 10,000 on the memorandum and TZS 10,000 on the articles under items 38 and 9 of the Schedule to the Stamp Duty Act, Cap. 189 (NEW-02-26, NEW-01-01). TRA's stamp duty page lists "Memorandum of Association of a company" at TZS 10,000.

The same TRA page says instruments executed in Mainland Tanzania "shall be stamped within thirty days of execution". This matches section 25 of the Stamp Duty Act as consolidated on TanzLII (30 November 2019). Section 26 gives thirty days from first arrival for documents signed abroad. Section 47 bars an unstamped instrument from being admitted in evidence until the duty and any penalty are paid.

The TRA page does not say whether new duty falls on amended articles; ask TRA before filing.

What does registration cost in BRELA fees?

All amounts below are from the Zatra fee register at 26 September 2026. BRELA's own company fees page (Swahili) prints the same bands. Each fee is paid against a GePG control number, and the amount on the control number governs on the day.

ItemFee (TZS)Register ID
Name reservation50,000F0003
Registration, nominal capital over 5m to 20m260,000F0001
Registration, over 20m to 50m290,000F0001
Registration, over 50m to 100m400,000F0001
Stamp duty on memorandum; on articles10,000 eachNEW-02-26, NEW-01-01
Filing any document, such as a special resolution or amended articles22,000 per documentF0005
Late delivery of any document2,500 per month or part of a monthF0006
Notice of increase in nominal capital (no top-up fee)22,000F0021
Certification of a document, per page3,000F0008

The fee follows nominal capital, not paid-up capital. BRELA's bands read "zaidi ya" (over) the lower figure "hadi" (up to) the upper one. A capital of exactly TZS 50,000,000 therefore sits in the TZS 290,000 band, and TZS 50,000,001 moves to TZS 400,000. Lower bands and the bands above TZS 500,000,000 are in our government fees handbook.

How do you change the articles after incorporation?

Section 14(1) lets a company alter its articles by special resolution, subject to the Act and the memorandum. Section 146 defines a special resolution as one passed by at least three-fourths of the votes cast, on at least 21 days' notice that states the intention to propose it as a special resolution. Our guide to the annual general meeting covers notice and voting.

  1. Board approval: the directors approve the draft and call a meeting or circulate a written resolution. See our guide to board and shareholder resolutions.
  2. Special resolution: members pass it at a meeting by three-fourths of votes cast, or by written resolution signed by all members entitled to vote under section 150.
  3. Filing: file the special resolution and the full amended articles on ORS. Each document attracts TZS 22,000 (F0005).
  4. Records: update the statutory books; section 23 lets members ask for a copy.

The time to file is a point to verify. Section 148 deals with registration of resolutions, and practitioner notes report 30 days from passing. Late filing costs TZS 2,500 per month or part of a month for each document (F0006).

Changing the objects follows section 9, with one extra step. Holders of at least 10% of the issued capital who did not vote for the change may apply to court within 30 days of the resolution. If no one applies, a printed copy of the altered memorandum goes to the Registrar within 14 days after that window closes, under section 9(9)(a). Form 09 carries the filing.

An increase in capital is a separate process on Form 68. Our guide to increasing share capital in Tanzania covers it.

What do investors and banks look for in the articles?

Section 19 makes the articles a contract between the company and its members. A shareholders' agreement binds only the parties who sign it. MAK Africa Legal (14 December 2025) notes that a private shareholders' agreement does not bind the company unless its terms are reflected in the articles. That is why investors ask for the key protections in both.

ClauseWhat it doesBest home
Pre-emption on new sharesExisting members get first offer of new shares in proportion to holdingsArticles, mirrored in the agreement
Transfer restrictions and right of first refusalRequired for a private company by s.29; sets who may buy and at what priceArticles
Quorum and casting voteWho must attend for a valid meeting; whether the chair breaks tiesArticles
Reserved mattersDecisions that need investor consent, such as new debt or a sale of assetsAgreement, with a link in the articles
DeadlockEscalation, mediation, or a buy-sell mechanism if the board is splitAgreement
Drag-along and tag-alongMajority can force a sale; minority can join a sale on the same termsArticles and agreement

The articles are public; the agreement is private. Our guides to the shareholders' agreement and the joint venture shareholders' agreement go further.

Banks check that the objects cover the financed activity, that directors may borrow and give security, and who signs. They usually want BRELA-certified copies at TZS 3,000 per page (F0008) and a recent file search (F0009). A lender's legal opinion on capacity comes from an advocate.

Clause checklist before you file

CheckWhereWhy it matters
Name ends in "Limited" and matches the reserved nameMemorandums.5(1)(a); a mismatch triggers a query
First object matches the main ISIC codeMemorandum and Form 15aLicensing, TIN and sector approvals follow the code
No reserved activity for a foreign-owned companyObjects and ISIC codesGN 487A of 2025 (NEW-08-14)
Nominal capital chosen with the fee band in mindMemorandumF0001 band, and later Form 68 notices
Transfer restriction, 50-member cap and no public offerArticless.29; loss of private status under s.30
Table A adopted, excluded or modified expresslyArticless.12; Table A fills any gap
Borrowing power and signing authorityArticlesBank account and facility KYC
Signed, witnessed and stampedBothss.6 and 10(2); Stamp Duty Act s.25

Worked example: a company with TZS 50,000,000 nominal capital

Two Tanzanian founders register Pwani Agro Processing Limited in Dar es Salaam with nominal capital of TZS 50,000,000. The capital is divided into 50,000 shares of TZS 1,000. Each founder subscribes for 25,000 shares. They adopt Table A with added clauses on pre-emption and transfers.

At incorporation.

At TZS 60,000,000 the fee would be TZS 400,000 and the total TZS 470,000.

A year later, new articles for an investor. A third investor joins. The members pass a special resolution adopting new articles with board seats and drag and tag rights.

If they file three months late. At TZS 2,500 per month per document (F0006), two documents for three months add 2 x 3 x 2,500 = TZS 15,000, a total of TZS 59,000 before any stamp duty.

If they also raise capital to TZS 100,000,000. The Form 68 notice costs TZS 22,000 (F0021), with a TZS 22,000 filing for the special resolution authorising it (F0005). BRELA charges no top-up of the band fee.

Zatra's professional fee is quoted separately.

How does it work in Zanzibar?

Company registration is not a Union matter. Zanzibar companies register with the Business and Property Registration Agency (BPRA), not BRELA. BPRA lists the Companies Act, No. 15 of 2013 as its company law.

PointMainland TanzaniaZanzibar
RegistrarBRELABPRA
Company lawCompanies Act, Cap. 212 R.E. 2023Companies Act, No. 15 of 2013
Online systemORS at ors.brela.go.tzBPRA online portal at orsz.bpra.go.tz
Fees in this guideZatra register linesNot in the Mainland register; confirm with BPRA

BPRA's company registration page lists the same three attachments as BRELA. The section numbers and fees in this guide do not carry over. Our guide on registering a company in Zanzibar with BPRA covers the differences.

What to do now

  1. Reserve the name. Search on ORS and reserve the name for TZS 50,000 (F0003).
  2. Fix the capital. Choose nominal capital with the F0001 band and the business plan in view.
  3. Draft the objects. Lead with the main activity, match the ISIC codes and screen against GN 487A if any shareholder is foreign.
  4. Choose the articles. Decide whether to adopt Table A with changes or use full bespoke articles.
  5. Align the agreement. Mirror transfer, pre-emption and board rights in the articles and the shareholders' agreement.
  6. Sign and stamp. Have each subscriber sign before a witness, and pay TZS 10,000 duty on each document within 30 days.
  7. File on ORS. Upload the memarts with the integrity and consolidated forms, and pay the control number.
  8. Diarise changes. When the articles change later, pass a special resolution and file it promptly to avoid F0006 late fees.

Key dates and deadlines

The table applies the rules to an amendment where the special resolution is passed on 2 November 2026. Replace the dates with your own.

EventRuleDate in the exampleBasis
Notice of the meetingAt least 21 days beforeSent by 12 October 2026Cap. 212 s.146
Stamping of signed documentsWithin 30 days of executionBy 2 December 2026Stamp Duty Act s.25
Filing the resolution and amended articles30 days from passing, as reportedBy 2 December 2026Cap. 212 s.148 (verify)
Objection window, objects change only30 days from the resolutionCloses 2 December 2026Cap. 212 s.9(3)
Filing an altered memorandum, objects change14 days after the window closesBy 16 December 2026Cap. 212 s.9(9)(a)

How Zatra helps

Zatra's business registration service prepares the memarts, Form 15a and the ORS filing. Our company changes service handles amended articles, objects and capital. Foreign investors use our foreign company registration service, and our corporate secretarial service keeps the books current.

The Standard Business Setup package is USD 999 and Fast Track is USD 1,500; see our pricing page. Government fees are paid by the client to BRELA and TRA 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. Drafting bespoke articles for a complex investor deal, shareholder disputes and legal opinions for banks go to Zatra's advocate.

Sources and status

Accurate as at 9 October 2026. Sections follow Cap. 212 R.E. 2023; fees follow 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 company register without its own articles?

Yes, for a company limited by shares. Section 12 applies Table A where no articles are registered, or to the extent the registered articles do not exclude or modify it. In practice ORS expects a constitution upload, so most founders file short articles that adopt Table A with changes.

Do the memarts have to be in English?

The Act and the forms do not set a language rule in the passages we read. BRELA publishes its statute and forms in English and its guidance mainly in Swahili. Most companies file in English. Ask BRELA before filing a document in another language or with a translation.

Can a foreign company be a subscriber to the memorandum?

Yes. A corporate subscriber usually signs through an authorised officer, supported by a board resolution of the parent. ORS asks for the identity documents of the individuals involved and beneficial owner details. Where all shareholders live abroad, BRELA's FAQ says a power of attorney is attached.

Is a change of registered office a change to the memarts?

No. The registered office sits in the statement filed with the application under section 15(3), not in the memorandum. A move is notified to the Registrar on Form 114 in the 2026 schedule of forms, and the memarts stay as they are.

What happens if the articles and the shareholders' agreement conflict?

As between the company and its members, the articles generally prevail because section 19 makes them binding on the company. The parties to the agreement may still sue each other for breach. Good drafting avoids the conflict, and a dispute of this kind goes to an advocate.

Can minority shareholders block a change to the articles?

Only if they hold more than one quarter of the votes cast, since a special resolution needs three-fourths. Holders of 10% can also go to court within 30 days on an objects change under section 9. Entrenched consent rights for a minority are usually written into the shareholders' agreement.

Do banks accept memarts printed from ORS?

Most banks ask for copies certified by BRELA, at TZS 3,000 per page (F0008), together with the certificate of incorporation and a recent company search. Some also ask for a board resolution naming signatories. Check the bank's list before you order the copies.

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. Business registration 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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