Company Setup

One Person Company Tanzania: Minimum Shareholders, Directors and the Secretary Under Cap. 212

Cover: one person company in Tanzania, minimum shareholders, directors and company secretary under the Companies Act Cap. 212 R.E. 2023
Sections 3, 27, 28, 189 and 190 of Cap. 212 R.E. 2023 on the Mainland; the Companies Act No. 15 of 2013 in Zanzibar. As at 29 October 2026.
Direct answer

Can one person register a company in Tanzania? On paper, yes. Sections 3 and 28 of the Companies Act, Cap. 212 R.E. 2023 allow a limited liability single shareholder company formed by an individual. In practice, BRELA's online system guidance asks for at least two shareholders and two directors, and every company needs a secretary. Most solo founders therefore register with a second shareholder.

This guide explains the one person company Tanzania rules as they stand: what the Act allows, what BRELA's Online Registration System (ORS) asks for, how many directors you need, where a nominee fits, and what a solo foreign founder pays. It covers Mainland Tanzania and Zanzibar separately.

Who should read this

If you already run a registered business name, read our guide to converting a business name to a company alongside this one.

What the law says

Company formation on the Mainland rests on the Companies Act, Cap. 212 R.E. 2023, published by BRELA. Section numbers below follow the 2023 Revised Edition. Older articles cite the 2002 numbering, which is two or three sections lower in the middle of the Act.

SectionWhat it governsStatus
s.3(1)Two or more persons may form a company, "save for a limited liability single shareholder company formed by an individual"Read in the BRELA text, 29 Oct 2026
s.27Members become jointly and severally liable for debts if a company trades below two members for more than six months, except a single shareholder companyRead, 29 Oct 2026
s.28A single shareholder company "shall be formed by one member"; register entries; fine of TZS 5 million or two years' imprisonment for breachRead, 29 Oct 2026
s.29A private company restricts share transfers, has no more than fifty members and may not invite the public to subscribeSettled
s.15Statement delivered on registration, including directors, secretary and beneficial owner particularsSettled
s.189Number of directorsGoverning section; wording to confirm
s.190 and s.191Secretary; acts done by one person in a dual capacityGoverning sections
s.197Minimum age for appointment of directorsGoverning section; age to confirm
ss.456 and 469Register of beneficial owners; submission of beneficial ownership informationSettled

The single shareholder rule is not new. A 2012 amendment added it, and the Minister made the Companies (Limited Liability Single Shareholder Company) Regulations in 2014, according to Victory Attorneys. What has lagged is the registry practice.

Can one person register a company in Tanzania?

The statute says yes, for an individual. Section 3(1) carves the single shareholder company out of the "two or more persons" rule. Section 28(2) then requires the register of members to name the sole member and state that the company has only one member.

Practice is less settled. BRELA's ORS frequently asked questions walk applicants through the form step by step. They tell users to enter details of "wakurugenzi wa kampuni angalau wawili" (at least two directors) and "wanahisa wasiopungua wawili" (no fewer than two shareholders). Victory Attorneys reported in 2022, republished in 2024, that the Registrar had not yet opened the separate register the 2014 Regulations require.

So the honest answer has two parts. The law permits a one person company owned by an individual. Whether ORS will accept one on the day you file is a question for BRELA, and most founders sidestep it with a second shareholder. Ask BRELA in writing before you plan around a single-member filing.

Three limits apply even where ORS accepts the filing:

How many shareholders does a private company need?

Outside the single shareholder route, the minimum is two members and the maximum is fifty. Section 3(1) sets the floor at two subscribers. Section 29 caps a private company at fifty members, not counting employees and former employees who stayed on, and counts joint holders as one.

Each subscriber must take at least one share under section 5. A 99:1 split is lawful. The Act sets no minimum percentage for the second shareholder.

Falling below two after incorporation has a price. Under section 27(1), if membership drops below two and the company trades for more than six months, every member who knows of it becomes jointly and severally liable for company debts contracted after those six months. That is the end of limited liability for that period. A death, an exit or a share transfer to the other holder can trigger it. Our guide to share transfers in Tanzania covers how to keep two names on the register.

How many directors does a Tanzanian company need?

Plan on two. Section 189, headed "Number of directors", governs the point. We could not read its operative words this session, so we do not quote it. BRELA's ORS guidance asks for at least two directors, and practitioners read the Act the same way, as our guide to directors' duties records.

For a single shareholder company, Victory Attorneys report that regulation 6 of the 2014 Regulations requires at least two officers, one of them a director. They add that a sole director may not also act as secretary. On that reading, a one person company could have one director and a separate secretary, but ORS still prompts for two directors.

Must a director live in Tanzania?

No general rule requires it. Cliffe Dekker Hofmeyr states there is "no specific requirement for a director to be a resident of Tanzania". It adds that the company TIN process needs a director's biometrics, so a resident director is common. Some sector laws, such as mining, do impose residence conditions.

BRELA's company registration page asks for each director's NIDA number, or a passport for a foreign national, and each director's TIN. A non-resident foreign director therefore needs a TIN before the filing goes in.

Is there a minimum age?

Section 197 governs the minimum age for appointment. Confirm the age in the Revised Edition before appointing a young family member.

Does a one person company need a company secretary?

Yes. Section 190 requires every company to have a secretary. Section 191 stops one person counting twice where the Act needs a director and the secretary to act. ORS has a separate screen for the secretary's details.

The practical effect is that a solo founder cannot run the company alone on paper. If you are the only director, someone else must be secretary. Many founders appoint a professional secretary. Our guide to the company secretary in Tanzania covers who qualifies.

Signing also needs two people. Under section 41, a document is executed by a director and the secretary, or by two directors. Banks usually build their mandates around the same pairing.

Can a company be a shareholder, and can it be the only one?

A body corporate can hold shares in a Tanzanian company. A foreign parent is common. It cannot be the sole member under section 28, because the single shareholder route is for an individual.

A wholly owned subsidiary therefore needs a second member. Groups usually use a second group company holding one share. Two limits apply:

The corporate route still ends at natural persons. The beneficial owners above the parent must be disclosed, as the next section explains.

How do nominee shareholders work, and what must be disclosed?

A nominee is a registered holder who holds shares for someone else. Tanzanian law permits the arrangement, but it does not hide anything. Section 125 of Cap. 212, headed "Trusts not to be entered on register", keeps the trust off the register of members. The beneficial ownership rules then put it on the record at BRELA.

The Companies (Beneficial Ownership) Regulations, 2023, GN 478 of 2023 set the mechanics:

The 2026 forms set issued under GN 82 of 2026 renumbered the beneficial ownership forms into the 15 series. The fee register prices each beneficial ownership form at TZS 22,000, with late filing at TZS 2,500 a month (F0019). Direct beneficial owners are filed through BRELA's beneficial ownership system.

A nominee also needs private paper: a declaration of trust, a signed but undated share transfer and a voting undertaking. Our guide to the nominee shareholder agreement sets out the sequence. For the filing side, see beneficial ownership compliance. A nominee used to hide ownership from a regulator or a bank is a different matter, and that question belongs with an advocate.

Can a foreigner own 100% of a Tanzanian company?

Generally yes. The Companies Act sets no nationality test for shareholders. A foreign individual can hold 99% with one share elsewhere, or 100% through the single shareholder route if ORS accepts it.

Two other regimes limit what the company may do:

Fronting a reserved activity through a Tanzanian nominee is not a fix. GN 487A also penalises a citizen who assists a non-citizen, with a fine of TZS 5 million (F0890). Investment incentives and land run through TISEZA, which replaced TIC on 1 July 2025. Confirm any capital threshold with TISEZA before quoting it.

Which structure suits a solo founder?

A company is one of five routes. The right one depends on citizenship, liability and who the customers are.

StructureOwnersLimited liabilityOpen to foreignersMain government fees
Business name (sole proprietor)One personNoNo; citizens only (F0022)TZS 15,000 to register (F0022); TZS 5,000 a year (F0023)
Single shareholder company, s.28One individualYesYes, in lawName TZS 50,000 (F0003); registration by capital band (F0001); stamp duty (NEW-02-26)
Private company, two shareholdersTwo to fiftyYesYes, subject to GN 487AAs above, plus TZS 22,000 per beneficial ownership form where a nominee holds (F0019)
Subsidiary of a foreign companyParent plus a second memberYesYesAs for a private company
Branch of a foreign company, Part XIIThe foreign companyLiability stays with the parentYesTZS 2,000,000 to file the constitution (F0015); TZS 600,000 per other document (F0016)

A business name is the cheapest route for a citizen, but it is not a separate legal person. Our business name registration guide explains the trade-off. A branch suits an established foreign company that wants to trade under its own name. It costs more to register and files its parent's accounts with BRELA. Our foreign company registration service handles that route.

What does BRELA ORS ask for?

Registration runs on BRELA's Online Registration System. The FAQ and the registration page together give this checklist.

ItemWho provides itSource
Applicant's NIDA number, or passport for a non-citizenThe person filingBRELA registration page; FAQ
Registered office address in TanzaniaCompanyFAQ; s.15
At least two directors, each with NIDA or passport and TINDirectorsFAQ; registration page
Company secretary's detailsSecretaryFAQ; s.190
Share capital and at least two shareholders with their sharesShareholdersFAQ
Memorandum and articles of associationFoundersRegistration page; s.15
Consolidated form, signed and scanned, and the integrity formDirectors and secretaryFAQ; registration page
Beneficial owner particularsCompanys.15; GN 478 of 2023 reg. 3
Payment against a GePG control numberCompanyFAQ

The fees come from the BRELA companies fee schedule and the Zatra fee register:

ItemAmountRegister ID
Name reservationTZS 50,000F0003
Registration, capital over TZS 1 million to 5 millionTZS 175,000F0001
Registration, capital over TZS 5 million to 20 millionTZS 260,000F0001
Registration, capital over TZS 20 million to 50 millionTZS 290,000F0001
Stamp duty on the memorandum and on the articlesTZS 10,000 eachNEW-02-26
Beneficial ownership form, eachTZS 22,000F0019
Any other document filedTZS 22,000F0005

Stamp duty is a TRA charge under the Stamp Duty Act. Our guide to the memorandum and articles of association covers the drafting. Registration is not a licence to trade. The company still needs a TIN and a business licence, Class A through BRELA's TNBP portal or Class B through the council, under the Business Licensing Act, Cap. 101.

Mainland and Zanzibar: are the minimums the same?

Zanzibar has its own Companies Act No. 15 of 2013, its own registrar, the Business and Property Registration Agency (BPRA), and its own revenue authority. A Mainland certificate is not a Zanzibar registration. BPRA publishes the Act on its company acts page, but its site blocked automated reading this session, so we did not read the Zanzibar text.

PointMainlandZanzibar
StatuteCompanies Act, Cap. 212 R.E. 2023Companies Act No. 15 of 2013
RegistrarBRELA, through ORSBPRA, through its own online system
Minimum membersTwo; one individual under s.28Single-shareholder companies reported as allowed; confirm with BPRA
Minimum directorsTwo in ORS practice; s.189 governsNot verified this session; confirm with BPRA
SecretaryRequired, s.190Not verified this session; confirm with BPRA
Beneficial ownershipGN 478 of 2023, BRELA portalZanzibar rules; confirm with BPRA
FeesZatra fee register IDs aboveBPRA schedule; not in the Mainland register

Eden Law Chambers (23 March 2026) reports that "Zanzibar allows single-shareholder companies". Treat that as a lead to confirm with BPRA, not a settled rule.

Mainland companies operating in Zanzibar had a short-lived duty to form a Zanzibar subsidiary. A 2021 Zanzibar Finance Act amended section 238 of the 2013 Act to require it (Bowmans, 6 October 2021). The Written Laws (Miscellaneous Amendment) Act No. 10 of 2022 then repealed section 238(3) (PKF, 25 September 2023). Read our guide on registering a company in Zanzibar with BPRA for the current filing route.

Worked example: a solo foreign founder with TZS 20 million capital

Lena (a hypothetical founder) is a German software consultant moving to Dar es Salaam. She wants a company, Kilele Digital Limited (hypothetical), with nominal capital of TZS 20,000,000 in 20,000 shares of TZS 1,000. She is the only investor.

Option A: single shareholder company. Lena holds all 20,000 shares under section 28. She asks BRELA in writing whether ORS will accept a single-member filing. If it will, she still needs two officers. She is one director, and a professional firm acts as secretary.

Option B: two shareholders. Lena holds 19,800 shares (99%). A second person holds 200 shares (1%). If that person holds for Lena, it is a nominee holding. The declaration goes to the company and then to BRELA. Directors are Lena and a Tanzanian resident director, which also helps with the company TIN biometrics. A professional secretary is appointed.

Government chargeOption AOption BRegister ID
Name reservationTZS 50,000TZS 50,000F0003
Registration, capital band over 5 million to 20 millionTZS 260,000TZS 260,000F0001
Stamp duty, memorandum and articlesTZS 20,000TZS 20,000NEW-02-26
Nominee declaration lodged with BRELANoneTZS 22,000F0019
Registration totalTZS 330,000TZS 352,000

After incorporation, the costs are the same for both options. If the council licenses the activity as business consultancy, the foreign-owned Class B rate is USD 2,000 for the principal place (F0860). If it uses "any other consultancy", the rate is USD 3,000 (F0861). At an illustrative TZS 2,500 to the dollar, that is TZS 5,000,000 or TZS 7,500,000. The council assigns the row, and the control number amount governs.

Lena's own permits are separate from the company. A Class A work permit for an investor costs USD 1,000 (F0413). A Class A residence permit filed directly costs USD 3,000 for an A-3 investor (F0405).

The registration difference between the options is TZS 22,000. The real difference is risk. Option A depends on ORS accepting the filing. Option B depends on a reliable second holder and a clean paper trail.

What to do now

  1. Check the activity first. Confirm the business is not on the GN 487A reserved list and has no sector ownership rule.
  2. Ask BRELA about a single-member filing. If you want the section 28 route, get BRELA's answer in writing before you draft.
  3. Pick the second shareholder. If you use two members, choose someone you trust, and decide whether they hold for themselves or as nominee.
  4. Sign the nominee papers first. Execute the declaration of trust, undated transfer and voting undertaking before incorporation.
  5. Line up the officers. Name two directors and a separate secretary, and get each director's TIN.
  6. Reserve the name and file on ORS. Pay the name fee, upload the constitution and forms, and pay against the GePG control number.
  7. File the beneficial owners. Lodge the nominee declaration and direct beneficial owners within the 30-day windows.
  8. Licence before trading. Take the TIN and the business licence before the first invoice, and apply for any work and residence permits separately.

Key dates

WhenWhatBasis
Before filingName reservation, officer TINs and nominee documents in placeBRELA FAQ; F0003
On incorporationBeneficial owner particulars submitted with the registrations.15; GN 478 reg. 3(1)
Within 30 days of a nominee declarationCompany lodges it with the RegistrarGN 478 reg. 4(3); F0019
Before tradingTIN and business licence in handCap. 101
Six months below two membersMembers who know become liable for debts contracted after thats.27(1)
When a sole member company gains a second memberRegister records the former sole member, a cessation statement and the dates.28(3)
Each yearAnnual return to BRELA, TZS 22,000s.131; F0007

Two dates frame the foreign ownership rules. TISEZA replaced TIC on 1 July 2025, and GN 487A was published on 28 July 2025.

How Zatra helps

Zatra's business registration service prepares the ORS file, the constitution and the shareholder structure. Our corporate secretarial team can act as company secretary, and our beneficial ownership service handles the nominee and owner filings. Foreign founders can pair this with TISEZA investor registration.

Costs come in two separate buckets. Government fees are paid at the official amount to BRELA, TRA and the council, against each authority's GePG control number. Zatra's professional fee is quoted on its own line and never mixed with them.

BRELA, BPRA, TRA and the licensing authorities decide every filing. Zatra prepares and coordinates, but does not decide or guarantee any authority's outcome. Disputes between shareholders, challenges to a nominee holding, prosecutions and formal legal opinions go to an advocate.

Sources and status

Accurate as at 29 October 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 I be the only shareholder and the only director?

Not in a way that works on the register today. Even a section 28 company needs a secretary who is not the sole director, as reported from regulation 6 of the 2014 Regulations. ORS also prompts for two directors. Expect at least two officers, and usually two directors plus a secretary.

Can my spouse or a relative be the second shareholder?

Yes. Any adult individual or a company can be the second member. If the relative holds the shares for you rather than for themselves, that is a nominee holding and must be declared under GN 478 of 2023. If they hold in their own right, they own those shares and can deal with them.

Does the second shareholder have to be Tanzanian?

No. The Companies Act sets no nationality test for members. Two foreign shareholders can form a Mainland company. Nationality matters for the business licence, GN 487A reserved activities, sector ownership rules and land, not for the register of members.

What happens if my co-shareholder dies or leaves?

Membership drops to one unless the shares pass to someone else. Under section 27, if the company keeps trading for more than six months with fewer than two members, a member who knows of it shares liability for debts contracted after that. Bring in a new member, or convert to a section 28 company if BRELA accepts it.

Can a trust or a partnership be a shareholder?

Section 125 keeps trusts off the register of members, so shares are registered in the names of trustees, who appear as holders. A partnership has no separate legal personality, so its shares sit in the partners' names. In both cases the people who benefit must be disclosed as beneficial owners.

Is a one person company cheaper to register than a two-shareholder company?

Barely. BRELA charges by nominal capital, not by number of members. The only difference in our example is the TZS 22,000 beneficial ownership form for a nominee (F0019). The real savings or costs sit in professional fees, the nominee paperwork and the risk of an ORS query.

Can a business name be turned into a one person company later?

Yes. The owner incorporates a company and transfers the business to it. A citizen can do this as sole member under section 28 if ORS allows, or with a second shareholder. The business name is then ceased, with a TZS 10,000 notice of cessation (F0024).

Does a single shareholder company still hold an annual general meeting?

Section 136 governs the annual general meeting and section 150 provides for written resolutions. A sole member normally records decisions in writing. Confirm with the company secretary how your articles handle members' decisions, and keep the signed written resolutions in the minute book.

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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