Partnership Registration Tanzania: Deed, BRELA, Liability and Tax
How do you register a partnership in Tanzania? On the Mainland, partners agree terms, ideally in a written deed, under Part XI of the Law of Contract Act, Cap. 345. The firm then registers with BRELA within 21 days of starting business, for TZS 15,000 (F0022). Every partner is liable for all firm debts. The firm pays no income tax; each partner is taxed on their share.
Partnership registration in Tanzania is cheap and quick, but the legal form behind it is unforgiving. A partnership is not a separate legal person. The partners share its profits and answer for its debts with their own assets. Law firms, audit practices and family businesses still choose it for its flexibility.
Sole traders should read our guide to business name registration. If limited liability matters more, compare a one-person company or a private company with a shareholders' agreement.
What the law says
Four statutes govern a Mainland partnership. Each does a different job.
- Law of Contract Act, Cap. 345. Part XI, sections 190 to 226, is the partnership code. It defines a partnership, sets default rules between partners and fixes liability to outsiders. We read the TanzLII text as at 30 November 2019.
- Business Names Act, Cap. 213. Long known as the Business Names (Registration) Act, it requires every firm with a place of business in Tanzania to register. TanzLII carries the consolidated text as at 31 December 2023.
- Companies Act, Cap. 212 R.E. 2023. Section 473, in the revised edition published by BRELA, is headed "Prohibition of partnerships with more than twenty members".
- Income Tax Act, Cap. 332 R.E. 2023. Sections 48 to 51 set the tax rules for partnerships and partners. TRA publishes the revised edition on its site.
Who should read this?
This guide is for people setting up a business together without a company. Typical readers include:
- Two or more traders, contractors or consultants who want to share profits and decisions.
- Advocates, accountants and other professionals forming a firm.
- Families already running a joint business without a written agreement.
- Foreign investors asked to join a local firm, and their Tanzanian partners.
- Lenders and suppliers who need to know who is liable.
What makes a business a partnership in law?
Section 190 of Cap. 345 defines partnership as carrying on business in common with a view of profit. The persons involved together form a firm. Section 191 adds that partnership "arises from contract and not from status".
No deed or registration is needed for a partnership to exist. Two people who trade together and split the profit may already be partners, whatever they call themselves. Under section 191, receiving a share of profits is prima facie evidence of partnership, though not conclusive on its own.
Section 3 of the Income Tax Act agrees. It covers individuals or bodies corporate carrying on business jointly, whether or not the association is recorded in writing.
Section 211 of Cap. 345 bars a minor from being a partner. Section 198 says no new partner may join without the consent of all existing partners, unless the partners agreed otherwise.
How do you register a partnership with BRELA?
Section 4 of Cap. 213 requires every firm with a place of business in Tanzania to register. Unlike a sole trader, a firm must register even when it trades under the partners' own surnames. The Business Registrations and Licensing Agency (BRELA) keeps the register and takes applications on its Online Registration System, reached through the Tanzania National Business Portal.
Section 6 lists the particulars a firm must give. They include:
- the business name, correspondence address and principal place of business;
- the general nature of the business and the date it started;
- each individual partner's National Identity Number and addresses;
- the beneficial owners; and
- the persons authorised to operate the bank account or sign instruments.
Section 8(1) sets the deadline: within 21 days after the firm starts business. The portal states that a business name is registered within eight working hours, and BRELA then issues the certificate of registration.
Failing to register has two costs. Section 13(1) allows a fine of up to TZS 50,000 for every day the default continues. Section 15(1) is worse in practice: while in default, the firm cannot enforce its contracts in court. It must first apply to the court for relief.
What does registration cost?
The government charges come from our fee register. They are paid against a control number issued by the authority.
| ID | Item | Amount (TZS) |
|---|---|---|
| F0022 | BRELA business name registration | 15,000 |
| F0023 | Business name annual maintenance fee | 5,000 a year |
| F0025 | Alteration of registered particulars, such as a new partner | 15,000 |
| F0024 | Notice of cessation of business | 10,000 |
| NEW-01-05 | Late application, in addition to the normal fee | 1,000 per month or part |
| NEW-01-04 | Duplicate certificate | 15,000 |
| F0268 | Stamp duty on a partnership deed | 5,000 (capital up to 1,000,000); 10,000 (above); dissolution 10,000 |
| NEW-02-17 | TRA Taxpayer Identification Number | No fee |
The stamp duty line reflects the Finance Act 2026 changes to the Stamp Duty Act. See our stamp duty guide for how and when to stamp. A business licence costs extra and depends on the activity, as explained below.
How liable is each partner for the firm's debts?
Liability is the main reason people choose a company instead. Three sections of Cap. 345 set the position.
- Agency, section 201(1). Every partner is an agent of the firm and of the other partners for the purpose of the partnership business. A contract one partner signs in the usual course of business binds everyone.
- Debts, section 203. Every partner is liable for all debts and obligations incurred while they are a partner. There is no cap tied to capital or profit share.
- Wrongs, section 204. Every partner must compensate third persons for loss caused by certain wrongful acts and misapplications of money by a partner.
Under section 206, anyone who holds themselves out as a partner is liable to a creditor who relied on that.
Leaving does not end exposure for old debts. Section 208 deals with incoming and outgoing partners, and section 217 covers notice of dissolution. A retiring partner should give public notice and tell regular customers in writing.
What should a partnership deed cover?
Section 194 of Cap. 345 supplies default rules when the partners have not agreed otherwise. Partners share capital and profits equally and contribute equally to losses. Each may take part in management. A majority decides ordinary matters, but the nature of the business cannot change without everyone's consent. No partner is paid for working in the business.
Those defaults rarely suit a real firm. TRA also asks for the deed when it issues the firm's TIN, and its starting business page says the deed must show the partners' names and profit-sharing ratios. A workable deed covers at least the following.
| Clause | What to settle | Default if silent |
|---|---|---|
| Capital | Each partner's contribution, in cash or assets, and interest on capital if any | Equal shares in capital, s.194(e) |
| Profit and loss ratio | Fixed ratios, salaries or drawings before the split | Equal sharing, no pay for work, s.194(d), (e) |
| Management and signing | Who signs contracts, cheques and loans, and spending limits | Every partner manages and binds the firm, ss.194(a), 201 |
| Decisions | Matters needing unanimity, such as borrowing or new lines of business | Majority for ordinary matters, unanimity to change the business, s.194(b) |
| New partners | Admission process and capital buy-in | Consent of all partners, s.198 |
| Retirement and expulsion | Notice period, valuation of the outgoing share, payment terms | Governed by ss.199 and 200; set the terms in the deed |
| Death or bankruptcy | Whether the firm continues and how the estate is paid | Dissolution as regards all partners, s.213(1) |
| Restraint and conflicts | Competing business, confidentiality, client ownership | Account for profits of a competing business, s.196 |
| Disputes | Mediation or arbitration before court | Court, including dissolution under s.215 |
The death clause matters most. Without it, the death or bankruptcy of any partner dissolves the firm, so let the survivors continue.
Is there a limit on the number of partners?
On the Mainland, the limit sits in company law. Section 473 of the Companies Act, Cap. 212 R.E. 2023, is headed "Prohibition of partnerships with more than twenty members". The partnership Part of Cap. 345 sets no maximum of its own.
We could not read the operative words of section 473 online, so any exceptions are unconfirmed. A group of more than twenty should take advice and expect to incorporate.
In Zanzibar, the registry states the range directly. The BPRA business name page describes partnerships as consisting of two to twenty people.
How is a partnership taxed in Tanzania?
A partnership is a tax entity that files but does not pay. Sections 48 to 51 of Cap. 332 set four rules, which we read in the TanzLII text of the Act. The Revised Edition 2023 keeps sections 1 to 57 in the same places.
- No tax at firm level, section 48. A partnership is not liable to pay income tax on its total income. Its income or loss is allocated to the partners.
- Firm income, section 49. Partnership income is calculated as the chargeable income of the business, as if the partnership were a resident person.
- Partners' shares, section 50. Each partner includes their share of income, or deducts their share of loss. A share equals the partner's percentage interest under the partnership arrangement. The income keeps its type and source.
- Partner's interest, section 51. The cost of a partner's interest rises with income taxed and falls with distributions, which matters on a sale.
Section 48 also recognises dealings between a partnership and its partners, with two exceptions. Loans from partners and services by partners are not treated as transactions with the firm. Instead, they count in working out each partner's share. A "salary" to a partner is therefore part of their profit share, not a deductible expense.
Where at least two partners continue after a change of membership, section 48 treats the partnership as the same entity. A firm need not restart its tax history every time a partner joins or leaves.
The firm still files. TRA's Taxes and Duties at a Glance 2025/2026 lists "Companies, partnerships, and other business entities" as filers of a return of income within six months after the end of the accounting year. Each partner then reports their share in a personal return, as our individual return guide explains. Partners with business income usually pay provisional tax in instalments as well.
Worked example: two partners sharing TZS 120,000,000
Asha and Baraka run a consulting firm in Arusha. Both are resident individuals with no other income. The firm's chargeable income for the year is TZS 120,000,000. They share profits equally.
The register lists monthly resident bands (F0176 to F0180). Multiplied by twelve, they give these annual bands, confirmed by F0181:
| Annual chargeable income (TZS) | Tax | Tax at top of band (TZS) |
|---|---|---|
| Up to 3,240,000 | Nil | 0 |
| 3,240,001 to 6,240,000 | 8% of the excess over 3,240,000 | 240,000 |
| 6,240,001 to 9,120,000 | 240,000 plus 20% of the excess over 6,240,000 | 816,000 |
| 9,120,001 to 12,000,000 | 816,000 plus 25% of the excess over 9,120,000 | 1,536,000 |
| Above 12,000,000 | 1,536,000 plus 30% of the excess over 12,000,000 | No ceiling |
Each partner's share is TZS 60,000,000. The tax on each share is 1,536,000 plus 30% of 48,000,000, which is TZS 15,936,000. Together they pay TZS 31,872,000, an effective rate of 26.56%.
The split does not change that total here. At 70:30, Asha's TZS 84,000,000 bears TZS 23,136,000 and Baraka's TZS 36,000,000 bears TZS 8,736,000. The total is again TZS 31,872,000, because both shares sit wholly above the top band threshold.
Compare a company earning the same profit. Corporate tax at 30% (F0196) is TZS 36,000,000. If the remaining TZS 84,000,000 is paid out as dividends, 10% withholding (F0207) takes TZS 8,400,000. The total is TZS 44,400,000. A company that retains profit can defer the dividend tax, subject to the deemed distribution rule (F0202).
The partnership saves tax here, at the price of unlimited liability. The example ignores deductions, instalments and other income.
What are the TIN, VAT and licence steps?
Three registrations usually follow BRELA.
- TIN. The firm needs its own TIN. TRA says any partner may apply on its IDRAS system with the deed, the BRELA certificate, a lease or title deed and a local government letter. The register records no fee, and a TIN is due within 15 days of starting business (NEW-02-17). See our TIN registration guide.
- VAT. Registration is compulsory at taxable turnover of TZS 200 million in 12 months, or TZS 100 million in 6 months (F0242). Professional service providers must register regardless of turnover (F0243), under the VAT Act, Cap. 148 R.E. 2023. Section 95 of that Act deals with continuity of partnerships.
- Business licence. Class A licences are issued by BRELA and Class B licences by the local council (NEW-08-04). The fee depends on the activity and the premises. Our business licence fees guide sets out the schedule.
Can foreigners be partners in a Tanzanian firm?
Partnership law does not bar foreigners, but two other rules shape what a mixed firm can do.
First, licensing. The Written Laws (Miscellaneous Amendments) (No. 4) Act, 2023 inserted a definition of "foreign owned" into section 2 of the Business Licensing Act, Cap. 101. The amending Act includes a partnership in which a non-citizen holds the controlling interest. Such a firm pays the foreign-owned licence rows, often in US dollars (NEW-08-13).
Second, reserved activities. The Business Licensing (Prohibition of Business Activities for Non-Citizens) Order, 2025, GN 487A of 2025, closes fifteen activities to non-citizens. They include most retail and wholesale trade, brokerage and clearing and forwarding (NEW-08-14). Bowmans summarised the Order on 30 July 2025. Our guide to the restricted list covers it in detail.
Registration is a practical hurdle too. Section 6 of Cap. 213 asks for each partner's National Identity Number. Our fee register also records BRELA business names as available to citizens only. A foreign investor will usually find a company, registered through our business registration team, the cleaner route. A company is also the usual vehicle for TISEZA registration.
Law firms, audit firms and other professional partnerships
Professional firms are the classic Tanzanian partnership. Their regulators add conditions on top of Cap. 345 and Cap. 213.
The NBAA firm registration procedure requires two or more active partners registered as Authorised Certified Public Accountants in Public Practice, each with a certificate of practice. The file must include the BRELA certificate, an extract listing the partners, the deed, a TIN and a VAT certificate. NBAA also states that a registered member may not partner with an unregistered member.
Law firms follow the Advocates Act, Cap. 341, and the rules of the Tanganyika Law Society. Advocates pay their own roll and practising certificate fees (NEW-01-23, NEW-01-24). Ask the TLS which partnership and naming rules apply before signing a deed.
An audit or accounting firm also holds a council licence: TZS 300,000 principal and TZS 200,000 subsidiary (BLB166), or USD 3,000 and USD 1,500 if foreign owned (BLB167).
Mainland and Zanzibar: who registers what
Business registration is not a Union matter. A BRELA certificate gives no registration in Zanzibar, and a BPRA certificate gives none on the Mainland. Our Mainland and Zanzibar setup guide compares the two systems for companies.
| Item | Mainland Tanzania | Zanzibar |
|---|---|---|
| Firm registry | BRELA, under the Business Names Act, Cap. 213 | Business and Property Registration Agency (BPRA), under Zanzibar's own business names law |
| Partner numbers | Companies Act s.473 heading: no more than twenty | Two to twenty people, per BPRA |
| Who may apply | Partners with a National Identity Number | Tanzanian citizens aged 18 or over with a valid ID, per BPRA |
| Registration fees | F0022 and related lines above | Set by BPRA; not in our register, so confirm with BPRA |
| Income tax | TRA | TRA (a Union tax) |
| VAT | TRA, 18% (F0239) | Zanzibar Revenue Authority (ZRA), 15% (F0246) |
| Business licence | BRELA (Class A) or council (Class B) | Zanzibar licensing authorities; see our Zanzibar licence guide |
| Investment authority | TISEZA | Zanzibar Investment Promotion Authority (ZIPA) |
A firm trading on both sides of the Union registers twice. Income tax relief for businesses operating in both parts sits in section 99 of Cap. 332.
Partnership, company or business name: which fits?
The choice turns on liability, number of owners and who the owners are. This table sets out the main differences on the Mainland.
| Feature | Partnership (firm) | Private company | Sole trader business name |
|---|---|---|---|
| Legal person | No; the partners are the business | Yes, separate from members | No; the owner is the business |
| Owners | Two or more, s.473 heading caps at twenty | One or more members | One individual |
| Liability | Unlimited, every partner for all debts | Limited to unpaid share capital | Unlimited |
| BRELA fee | TZS 15,000 (F0022) | From TZS 95,000 by share capital (F0001) | TZS 15,000 (F0022) |
| Income tax | Partners taxed on shares at individual rates | 30% corporate tax (F0196), then tax on dividends | Owner taxed at individual rates or presumptive tax |
| Annual filings | Business name maintenance fee; partnership return | Annual return, audited accounts, tax return | Business name maintenance fee; personal return |
Many firms incorporate once they borrow or hire; our guide to converting a business name to a company explains how. The comparison guide by Port Town Legal on Mondaq, published 14 August 2024, also notes that partnerships face no capital requirement.
What to do now
- Choose the vehicle. Weigh unlimited liability against tax and privacy, and confirm no partner is foreign in a reserved activity.
- Draft and sign the deed. Cover capital, profit ratios, signing powers, death, exit and disputes, then stamp it (F0268).
- Register the firm with BRELA. File on ORS within 21 days of starting, with each partner's NIN and the beneficial owners.
- Obtain the firm's TIN. Apply on IDRAS with the deed and BRELA certificate within 15 days of starting.
- Licence and register for VAT. Take the Class A or Class B licence for the activity, and register for VAT where the threshold or professional rule applies.
- Set up the tax calendar. Diarise the partnership return, each partner's return and provisional tax instalments.
- Keep the register current. File changes within 14 days and pay the annual maintenance fee (F0023).
Key dates and deadlines
| Event | Time limit | Source |
|---|---|---|
| Register the firm at BRELA | 21 days after starting business | Cap. 213 s.8(1) |
| Apply for a TIN | 15 days after starting business | NEW-02-17 |
| Notify changes in particulars | 14 days, unless the Registrar allows longer | Cap. 213 s.11 |
| Apply for VAT registration | 30 days after crossing the threshold | F0242 |
| Partnership return of income | 6 months after the end of the accounting year | TRA Glance 2025/26 |
| Business name maintenance fee | Every year | F0023 |
| Notice of cessation | 3 months after the business ends | Cap. 213 s.20 |
How Zatra helps
Zatra's business name registration team registers firms at BRELA and keeps their particulars current. Our tax registration team handles the firm's TIN and VAT, and our licensing team obtains the Class A or Class B licence. We also review deeds against the defaults in Cap. 345.
Government fees are paid to BRELA, TRA or the council at the official rate, against the authority's 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. BRELA, TRA, BPRA and the licensing authorities decide.
A dispute between partners, a dissolution by the court, a creditor's claim, a seizure of assets or a legal opinion on a deed is a matter for an advocate. We work with your advocate or introduce one. To start, contact Zatra with the partners' names, the activity and the region.
Sources and status
Accurate as at 7 November 2026.
- Law of Contract Act, Cap. 345, Part XI. TanzLII, text as at 30 November 2019. Accessed 7 Nov 2026.
- Business Names Act, Cap. 213. TanzLII, text as at 31 December 2023. Accessed 7 Nov 2026.
- Companies Act, Cap. 212 R.E. 2023. BRELA, 2023. Accessed 7 Nov 2026.
- Income Tax Act, 2004, ss.48 to 51. TanzLII, text as at 30 November 2019. Accessed 7 Nov 2026.
- Income Tax Act, Cap. 332 R.E. 2023. Tanzania Revenue Authority, 2023. Accessed 7 Nov 2026.
- Starting business. Tanzania Revenue Authority, page current 2026. Accessed 7 Nov 2026.
- Taxes and Duties at a Glance 2025/2026. Tanzania Revenue Authority, July 2025. Accessed 7 Nov 2026.
- Value Added Tax Act, Cap. 148 R.E. 2023. Tax Revenue Appeals Board, 2023. Accessed 7 Nov 2026.
- Written Laws (Miscellaneous Amendments) (No. 4) Act, 2023. TanzLII, 1 December 2023. Accessed 7 Nov 2026.
- Register a business. Tanzania National Business Portal, page current 2026. Accessed 7 Nov 2026.
- Business Name Registration. Zanzibar Business and Property Registration Agency, page current 2026. Accessed 7 Nov 2026.
- Firms Registration Procedures. National Board of Accountants and Auditors, page current 2026. Accessed 7 Nov 2026.
- Tanzania: Order prohibiting non-citizens from engaging in certain business activities published. Bowmans, 30 July 2025. Accessed 7 Nov 2026.
- Doing Business in Tanzania Comparative Guide. Port Town Legal via Mondaq, 14 August 2024. Accessed 7 Nov 2026.
Figures to confirm before you act
- The operative words of Companies Act s.473, including any exception for professional firms. We confirmed only its heading.
- Cap. 345 section numbers, read in the 2019 TanzLII text, against any later revised edition.
- Whether BRELA will register a firm with a non-citizen partner, given the NIN requirement and our register's citizens-only note.
- The form and exact due date of the partnership return, and whether TRA expects instalments from the firm or only from partners.
- Zanzibar's business names law, its fees and its partner limit, which we took from BPRA's web page.
- Individual bands, the corporate rate and dividend rates, which can change in each July Finance Act.
- Advocates' partnership and firm-name rules, which sit with the Tanganyika Law Society and the Advocates 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
Is an unwritten partnership valid in Tanzania?
Yes. Partnership arises from the contract between the partners, and that contract can be oral or shown by conduct. The risk is proof. Without a deed, the equal-sharing defaults in the Law of Contract Act apply, and TRA will ask for a deed before it issues the firm's TIN.
Can a company be a partner in a Tanzanian partnership?
Yes. Both the Business Names Act and the Income Tax Act contemplate bodies corporate as partners. A company partner limits its shareholders' exposure, but the company itself remains fully liable for the firm's debts. Check licensing and foreign-ownership rules before using a foreign company as partner.
Does the partnership deed have to be registered at BRELA?
The Business Names Act asks for particulars of the firm and its partners, not the deed itself. The deed is stamped for stamp duty and kept by the partners. TRA, banks and some regulators such as NBAA ask to see a copy.
Can a partnership open a bank account and own land?
A firm can open a bank account in its registered name, operated by the signatories named to BRELA. Because a partnership is not a legal person, ask an advocate how title to land or a long lease should be held before registering it.
Can partners pay themselves salaries?
They can agree drawings or a fixed allocation in the deed. For tax, section 48 of the Income Tax Act treats services by a partner as part of the partner's share, so a partner's salary is not a deductible expense of the firm. Employees who are not partners go on the payroll.
How is a partnership dissolved?
By the terms of the deed, by notice for a partnership at will, by the death or bankruptcy of a partner, or by court order. After dissolution the partners settle debts, pay out capital and notify BRELA. The cessation notice costs TZS 10,000 (F0024).
Can a business name registered by one owner add a partner?
Yes. The owner files an alteration of registered particulars with BRELA, paying TZS 15,000 (F0025), and the new partners sign a deed. Tell TRA as well, because a business with partners is taxed as a partnership.
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.
- Law of Contract Act, Cap. 345, Part XI (ss.190 to 226): TanzLII, text as at 30 November 2019. Accessed 2026-11-07.
- Business Names Act, Cap. 213: TanzLII, consolidated text as at 31 December 2023. Accessed 2026-11-07.
- Companies Act, Cap. 212 R.E. 2023: BRELA, Revised Edition 2023. Accessed 2026-11-07.
- Income Tax Act, 2004 (Cap. 332), ss.48 to 51: TanzLII, text as at 30 November 2019. Accessed 2026-11-07.
- Income Tax Act, Cap. 332 R.E. 2023: Tanzania Revenue Authority, Revised Edition 2023. Accessed 2026-11-07.
- Starting business: income for individuals and paying taxes: Tanzania Revenue Authority, page current 2026. Accessed 2026-11-07.
- Taxes and Duties at a Glance 2025/2026: Tanzania Revenue Authority, July 2025. Accessed 2026-11-07.
- Value Added Tax Act, Cap. 148 R.E. 2023: Tax Revenue Appeals Board, Revised Edition 2023. Accessed 2026-11-07.
- Written Laws (Miscellaneous Amendments) (No. 4) Act, 2023 (Act No. 12 of 2023): TanzLII, published 1 December 2023. Accessed 2026-11-07.
- Business Name Registration: Zanzibar Business and Property Registration Agency, page current 2026. Accessed 2026-11-07.
- Firms Registration Procedures: National Board of Accountants and Auditors, page current 2026. Accessed 2026-11-07.
- Tanzania: Order prohibiting non-citizens from engaging in certain business activities published: Bowmans, 30 July 2025. Accessed 2026-11-07.
- Doing Business in Tanzania Comparative Guide: Port Town Legal via Mondaq, 14 August 2024. Accessed 2026-11-07.
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/.