Mining Licence Transfer Tanzania: Consent, Fees and Tax

A mining licence transfer in Tanzania has three tracks that run at once. The Mining Commission must register the dealing, and for larger licences consent must come first. TRA must be paid tax on the gain before it will issue the clearance the Commission asks for. Stamp duty falls on the transfer document or the share transfer form.

This guide covers all four licence types: the primary mining licence (PML), the mining licence (ML), the special mining licence (SML) and the prospecting licence (PL). It also covers the indirect route, where the buyer acquires shares in the company that holds the licence. For the licences themselves, see our guides to the primary mining licence, the mining licence and SML and the prospecting licence.

What the law says

The governing statute is the Mining Act, Cap. 123. The text we read is the TanzLII consolidation of the Mining Act to 30 November 2019. The Revised Edition 2023 is now the current text, and it renumbered parts of the Act. The fee register records, for example, that the inspection fee moved from section 90A to section 115. Confirm every section number below against the R.E. 2023 print before you cite it in a filing.

Section 9 is headed "Mineral rights transferable". As read in the 2019 consolidation, it works in five steps:

• Section 9(1) lets the holder of a mineral right assign it, or an undivided share of it, to another person, subject to subsection (2).
• Section 9(2) says no special mining licence or mining licence, or any undivided part of one, may be assigned without the written consent of the licensing authority.
• Section 9(3) removes the need for consent in three cases: an assignment to an affiliate whose obligations are guaranteed, an assignment to a bank or financial institution as security, and an assignment to another holder of the same licence.
• Section 9(4) says consent shall not be given unless there is proof of substantial development, a Tax Clearance Certificate from TRA, and proof that other charges, fees and payables are cleared.
• Section 9(5) requires the application in the prescribed form with the prescribed fee.

The Act defines an affiliate for this purpose as a company that directly or indirectly controls, or is controlled by, the applicant. Two other sections shape every deal. Section 8 restricts who may hold certain licences. Section 10 gives the Government a free carried interest of not less than sixteen percent in mining and special mining licence companies.

The detail sits in the Mining (Mineral Rights) Regulations, 2018, published as GN 1 of 10 January 2018. Its First Schedule of fees was replaced by GN 47 of 2018 and amended in 2019 by GN 236 and GN 741. The Mining (Mineral Rights) (Amendment) Regulations, 2020, GN 937 of 23 October 2020 added Forms MRF 13 and MRF 14 for the ML and SML. Those forms state the Government's stake as "not less than 16% of the capital of the entity".

Who is affected?

Anyone on either side of a sale of a mineral right, or of the company that holds one, on the Tanzania Mainland. In practice that means five groups:

• small-scale miners selling or buying a PML, or bringing a partner into a PML company;
• junior explorers farming out or selling a prospecting licence after a discovery;
• owners of a mining licence company selling a majority stake to a developer or a larger miner;
• foreign groups restructuring offshore, where the Tanzanian licence company changes hands indirectly;
• lenders taking security over a mineral right.

Section 2 of the Mining Act says the Act applies to Tanzania Mainland. Zanzibar is dealt with separately below.

Which licences can be transferred, and to whom?

Every mineral right is assignable under section 9(1). The limits come from consent and from the rules on who may hold each licence.

The register line NEW-06-16 reads "transfer of mineral rights other than PML" at USD 3,000. It does not list separate figures for the PL, ML and SML. The single line therefore covers all three.

Can a PML be sold to a foreigner?

No. Section 8(2) of the Mining Act bars the grant of a PML to anyone other than a Tanzanian citizen, a partnership of citizens or a company whose members are exclusively citizens. The fee register marks every PML fee "not available to foreigners" (F0619). An assignment to a non-citizen would put the licence in hands the Act does not allow, so expect the Commission to refuse to register it.

The same applies to share sales in a PML company. If a non-citizen buys even one share, the company stops being "composed exclusively of citizens". The licence is then exposed to suspension or cancellation. Section 8(3) lets the Commission allow a foreign technical adviser where local support is not available. That is a services arrangement, not ownership.

Separately, GN 487A of 2025 lists small-scale mining among fifteen activities closed to non-citizens under the Business Licensing Act (register NEW-08-14). A foreign buyer who wants a small-scale deposit should look at converting the PML to a mining licence first. Section 58 allows that conversion, and our PML guide explains it.

What does the Mining Commission need before it consents?

For an ML or SML assignment, section 9(4) sets three conditions. The Commission cannot consent without all of them.

1. Substantial development. Proof that the licence has been developed. The Act does not define "substantial", so a licence that has sat idle is the hardest to sell.
2. Tax Clearance Certificate. Issued by TRA. TRA will not clear the seller until the tax on the gain is paid or secured.
3. Charges cleared. Proof that royalties, annual rent, inspection fees and other payables are up to date.

The application goes in the prescribed form with the prescribed fee. Since the online cadastre opened, applications and payments run through the portal, covered in our mining cadastre guide. Arrears in annual rent are the most common blocker; check them against our annual rent guide before signing anything.

The register also prints document fees under the same schedule (NEW-06-16): USD 500 to register a document, USD 500 for approval of a document, and USD 50 per hour, printed as TZS 130,000, for a search of the register. A buyer should search the register before signing. It shows the holder of record, any recorded encumbrance and the licence status.

Does selling shares in a licence-holding company need consent?

This is the question buyers ask most, and the answer has two parts. Section 9 controls assignment of the right itself. A sale of shares leaves the licence with the same company, so section 9 does not apply on its face.

Three rules still bite on a share deal:

• PML companies. The register prints a fee of USD 500, shown as TZS 1,130,000, for "transfer of shares in a PML" (NEW-06-16). The schedule therefore treats a share transfer in a PML company as a dealing the Commission handles.
• Change of control provision. The 2019 consolidation's arrangement of sections lists a section headed "Transfer of control over company". We could not read its full text in the source available to us. Its notice or consent mechanics are therefore marked "verify" below. Do not close an ML or SML share deal without confirming them with the Commission.
• Ownership limits. The Government's free carried interest and any local shareholding promised in the licence conditions must survive the sale. Our local content ownership guide sets out the checks the Commission runs.

The prudent course is to treat any sale of 50 percent or more of an ML or SML company as needing written clearance from the Commission. File before completion, and make completion conditional on it in the share purchase agreement.

How is the gain taxed?

The Income Tax Act, Cap. 332 R.E. 2023, taxes the gain on the realisation of an asset. Three register lines decide the rate.

Section 115 is the "single instalment at time of realisation". The tax on the gain is paid when the asset is realised, not at year end. The R.E. 2023 also keeps a dedicated section 73, "Realisation of mineral rights", inside the mining subdivision at sections 66 to 74. That section governs how the cost base and proceeds are measured for a mining licensee. Read it with your tax adviser before you compute the gain.

The non-resident rate on shares rose from 20 to 30 percent under section 57 of the Finance Act 2025 (register F0236). Older law-firm notes still quote 20 percent.

What about indirect transfers and change in control?

Section 56 of the Income Tax Act is headed "Change in control". Hogan Lovells, in a note published in November 2017, summarises it this way. Where the underlying ownership of a Tanzanian entity changes by more than 50 percent, the entity is treated as realising all its assets and liabilities at market value. That includes its mineral rights.

The same note says three further things. The change can happen many levels up an offshore group and still trigger the rule. The Tanzanian entity, not the seller, bears the tax. The entity must notify TRA of the change. These are secondary-source statements. We have confirmed the section heading in the R.E. 2023 arrangement but not the current subsection text, so treat the mechanics as "verify".

For a buyer, the practical point is clear. Buying 60 percent of an ML company may leave the company itself with a tax bill on a deemed sale of its licence. Price that risk, and cover it with a warranty and indemnity in the agreement. Our guide to capital gains tax on shares covers the share side in more detail.

Is stamp duty payable on a mineral right transfer?

Stamp duty is charged under the Stamp Duty Act, Cap. 189 R.E. 2023, and collected by TRA. Two items matter:

• Share transfers: 1 percent of the value of the shares approved by the Board (F0264, Schedule item 61(a)).
• Conveyance or transfer on sale: nil up to TZS 20,000, 0.5 percent on the first TZS 100,000 and 1 percent on the value above TZS 100,000 (F0262, Schedule item 22).

Whether a deed assigning a mineral right is a "conveyance on sale" under item 22 is not settled in any source we read. An assignment for a price transfers property for value, so budget for the conveyance rate. Ask TRA for an assessment before stamping.

Government free carried interest and local ownership

Section 10(1) of the Mining Act gives the Government "not less than sixteen percent non-dilutable free carried interest shares" in a company holding a mining licence or special mining licence. Section 10(2) allows the Government to acquire up to 50 percent in total, tied to tax expenditures. GN 937 of 2020 repeats the 16 percent floor in the ML and SML forms.

For a share sale, this means two things. First, the seller can only sell what it owns, which is at most the balance after the Government's stake. Second, "non-dilutable" means a buyer cannot reduce the Government's percentage by issuing new shares after completion. The register of members and the shareholders' agreement must show the Government's stake correctly at completion.

For gemstones, section 8(5) reserves mining licences to Tanzanians. Section 8(6) allows a non-citizen up to 50 percent in limited cases. Local content rules on suppliers and services also apply after the deal, but they are outside the transfer itself.

Zanzibar: what applies?

The Mining Act applies to Tanzania Mainland only, under section 2. Mining Commission licences, including the transfer rules above, do not extend to Zanzibar.

As at November 2024, The Citizen reported that Zanzibar had no dedicated mining law and was preparing one. Extraction was then handled under Zanzibar's environmental law of 2015. We could not confirm whether a Zanzibar mining law has since been enacted, so we mark it "unknown". Any mineral or quarry dealing on Unguja or Pemba should start with the Revolutionary Government of Zanzibar's ministry responsible for minerals.

Worked example: a PML sale and a 60% share sale

Both transactions are illustrative. The figures use register rates and TZS equivalents as printed in the register. The control number on the day governs.

Example A: sale of a PML for TZS 300 million

Asha, a Tanzanian citizen, sells her gold PML to a citizen-owned company for TZS 300,000,000. Her documented cost of acquiring and developing the right is TZS 100,000,000.

Asha nets about TZS 236.4 million before professional fees. Who bears the stamp duty and the transfer fee is a matter for the sale agreement. Write it down.

Example B: sale of 60% of an ML company

A non-resident company owns 84 percent of a Tanzanian company holding a gold ML. The Government holds the other 16 percent as free carried interest. The seller sells 60 percent of the shares for TZS 1,200,000,000. Its cost for those shares is TZS 400,000,000.

The 60 percent block is more than half of the company. On the reading in the Hogan Lovells note, section 56 may then treat the ML company as realising its own assets at market value. That deemed gain is taxed in the company at 30 percent (F0238). The amount depends on a valuation of the licence, so it is not computed here. It can be larger than the seller's own tax.

The Government's 16 percent stays in place and cannot be diluted. If the share sale instead took the form of an assignment of the ML itself, the transfer fee would be USD 3,000 (NEW-06-16). Section 9(4) consent and a tax clearance would also be needed.

Key dates

What to do now

1. Search the register. Book a search at the Mining Commission and pull the licence, its conditions and any recorded encumbrance.
2. Check the buyer's eligibility. For a PML, confirm every member of a buying company is a citizen. For a gemstone ML, apply section 8(5) and (6).
3. Clear arrears. Bring annual rent, royalty and inspection fees up to date. Our royalty and inspection fee guide lists the rates.
4. Model the tax. Compute the seller's gain, the stamp duty and any section 56 exposure on the company before the price is agreed.
5. Draft conditions precedent. Make completion conditional on Commission consent or clearance, a TRA tax clearance and stamping.
6. Pay and file. Pay the section 115 tax, obtain the clearance, stamp the instrument and file the transfer through the cadastre.
7. Update records. Change the register of members, notify BRELA of the share transfer and update the licence holder's details.

How Zatra helps

Zatra's mining licensing team runs register searches, prepares cadastre filings and tracks the Commission's queries until the transfer is recorded. Our tax advisory service models the gain, the stamp duty and the change in control exposure. Our company changes service files the share transfer and updates the BRELA record.

Government fees are paid to the Mining Commission and TRA at the official rate against a control number. They are separate from Zatra's professional fee, which we quote in writing before work starts. Zatra does not decide or guarantee any authority's outcome. The Mining Commission and TRA decide.

The sale agreement, the share purchase agreement, any challenge to a refused consent, and any dispute between buyer and seller are matters for an advocate of the High Court. So are formal legal opinions on title. We work alongside your advocate or introduce one. To start, contact Zatra with the licence number and a draft term sheet.

Sources and status

Accurate as at 5 November 2026.

• Mining Act, Cap. 123, consolidated to 30 November 2019. TanzLII, 2019. Accessed 5 Nov 2026.
• Mining (Mineral Rights) (Amendment) Regulations, 2020, GN 937. Government of Tanzania copy hosted by GST, 23 October 2020. Accessed 5 Nov 2026.
• Mining (Mineral Rights) (Revocation of the First Schedule) Regulations, 2018, GN 47. TanzLII, 9 February 2018. Accessed 5 Nov 2026.
• Mining (Mineral Rights) Regulations, 2018. UNEP LEAP and FAOLEX record, 2018. Accessed 5 Nov 2026.
• Income Tax Act, Cap. 332 R.E. 2019. Ministry of Finance, 2019. Accessed 5 Nov 2026.
• Tax laws, including the Income Tax Act and Stamp Duty Act. Tanzania Revenue Authority, 2026. Accessed 5 Nov 2026.
• Change in control tax in Tanzania. Hogan Lovells, November 2017. Accessed 5 Nov 2026.
• Mining regulations, January 2018. IMMMA Advocates, DLA Piper Africa, 20 January 2018. Accessed 5 Nov 2026.
• How Zanzibar hopes to promote economic growth with mining law. The Citizen, 28 November 2024. Accessed 5 Nov 2026.
• Zatra government fee register, lines F0236, F0237, F0238, F0262, F0264, F0619, NEW-06-16 and NEW-08-14. Zatra Consultants, 2026. Accessed 5 Nov 2026.

Figures to confirm before you act

• Mining Act section numbers were read in the 2019 consolidation. Confirm them in the R.E. 2023 print, which renumbered parts of the Act.
• The text of the Mining Act section on transfer of control over a company: notice or consent, timing and penalty.
• Whether the Commission requires prior consent for a PL or PML assignment, given that section 9(2) names only the ML and SML.
• The current text of Income Tax Act section 56 and the notice it requires.
• Whether TRA assesses a mineral right assignment as a conveyance on sale under Stamp Duty Schedule item 22.
• The USD fees in NEW-06-16 are charged at the rate on the control number; the TZS figures shown are those printed in the schedule.
• Whether Zanzibar has enacted a mining law since November 2024.

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.