Company Setup

Registration of Charges Tanzania: How to Register a Mortgage or Debenture with BRELA Within 42 Days

Cover: registration of charges in Tanzania, BRELA Form 99 within 42 days under Companies Act Cap. 212 sections 99 to 112
A mortgage, debenture or floating charge given by a company protects the lender only once BRELA has registered it. The clock is 42 days from creation. As at 20 October 2026.
Direct answer

How do you register a company charge in Tanzania? Deliver the particulars on BRELA Form 99, with the original instrument, within 42 days after the charge is created. Pay the registration fee by sum secured (F0011) on the control number. A charge not registered in time is void against a liquidator, an administrator and creditors, and only the High Court can extend the time.

This is Zatra's guide to registration of charges in Tanzania, Mainland and Zanzibar: the Companies Act rules, the 2026 BRELA forms, fees and stamp duty, the land registry step, the new movable property law and checklists, with a worked example.

What is registration of charges in Tanzania?

A charge is security a company gives over its own property for a debt, usually a debenture over all assets, a mortgage over land, or both. The Companies Act treats every mortgage as a charge.

Registration means delivering the particulars of that charge, with the instrument, to the Registrar of Companies at the Business Registrations and Licensing Agency (BRELA). The Registrar enters it on the company's public charges file and issues a certificate of registration.

Registration warns later lenders that the asset is pledged and keeps the security valid if the company fails. An unregistered charge leaves the debt owing, but the lender queues with unsecured creditors.

What the law says

Part IV of the Companies Act, Cap. 212 R.E. 2023 governs registration of charges. Section numbers below follow the Revised Edition 2023. Older guides cite the 2002 numbering, which sits three sections lower (registration of charges was section 96).

SubjectCap. 212 R.E. 2023What the section does
Registration of chargess.9942-day rule; unregistered charge void against liquidator, administrator and creditors
Charges which have to be registereds.100Nine registrable classes; date of creation
Series of debenturess.101Particulars of the whole series
Charges created outside Tanzanias.102Verified copy; time runs from arrival by post
Duty of companys.103Company must file; any interested person may
Property acquired subject to a charges.10442 days from completion of the acquisition
Companies charges register and certificates.105Register and conclusive certificate
Endorsement on debenturess.106Certificate copy on each debenture
Satisfaction and releases.107Memorandum of satisfaction
Extension of time or rectifications.108Court relief
Enforcement of securitys.109Receiver notices within seven days
Company's own recordsss.110 to 112Instruments, register, inspection
Foreign companiess.441Part IV applies; 60 days for some charges executed abroad

The forms come from the Companies (Forms) (Amendment) Rules, 2026, published as GN No. 82 of 2026 on 20 March 2026. The fees sit in BRELA's companies fees schedule, charged under section 458.

Who should read this

The guide covers the Mainland in full and Zanzibar where the rules differ. A lender abroad should read it with our guide to lending to a Tanzanian company from abroad.

Which charges must be registered with BRELA?

Section 100(1) lists the charges that fall under section 99. If a charge fits one class, it must be registered.

A typical bank debenture combines several classes. It carries fixed charges over land, book debts and equipment, and a floating charge over everything else. A debenture is normally filed as one charge on one Form 99, with the instrument itself.

Book debts. A charge over receivables is registrable. Section 100(3) carves out one case: depositing a negotiable instrument given to secure book debts, to secure an advance, is not a charge on those book debts.

Pledges of shares. The list does not name shares as a class. When shareholders pledge their own shares in the borrower, the company has created nothing, so Part IV does not apply to that pledge. When the company charges shares it holds in a subsidiary, the charge is registrable if it falls in a listed class, such as a floating charge in a debenture. Many lenders file a standalone share charge anyway. Whether a given share pledge must be filed is a question for the lender's advocate.

How long do you have to register a charge?

Forty-two days. Section 99(1) requires the prescribed particulars and the instrument to be delivered to or received by the Registrar within forty-two days after the date of creation. Form 99 repeats the deadline in its first note.

The clock starts on creation, not drawdown. Under section 100(5)(b), that is the date the company executes the instrument, or the date title deeds are deposited.

SituationClock runs fromTimeSection
Charge created by the company in TanzaniaExecution of the instrument, or deposit of title deeds42 daysss.99(1), 100(5)(b)
Series of debenturesExecution of the covering deed, or of the first debenture if there is no deed42 days; each later issue within 42 days of issues.101(1)
Charge created outside Tanzania over property outside TanzaniaDate the instrument or copy could arrive in Tanzania by post with due diligence42 dayss.102(1)
Company acquires property already chargedCompletion of the acquisition42 dayss.104(1)
Foreign company with a place of business, charge executed abroad over property in and outside TanzaniaExecution of the charge, or deposit of title deeds60 dayss.441
Receiver or manager appointed or ceasing to actOrder or appointment, or cessation7 dayss.109

If day 42 falls on a weekend or holiday, confirm BRELA's treatment rather than assume a roll-over.

What happens if a charge is not registered in time?

Three things follow.

The security is void against the people who matter. Section 99(1) makes the charge void against the liquidator or administrator and any creditor of the company, so far as it confers security. The lender keeps a valid debt claim but loses priority over the assets.

The money becomes payable at once. Section 99(2) keeps the repayment obligation alive and makes the money secured immediately payable when the charge becomes void.

The company and its officers are in default. Under section 103(3), a company that fails to file within 42 days, or any extended period, is liable with every officer in default to a default fine, unless another interested person has registered the charge.

The late-delivery fee F0006 does not make a void charge valid. The only route is a court order under section 108, which may extend the time where the omission was accidental, inadvertent or due to other sufficient cause, does not prejudice creditors or shareholders, or other grounds make relief equitable. The court sets the terms of the order. That application is an advocate's work.

Which BRELA forms apply under GN 82 of 2026?

GN No. 82 of 2026 replaced the whole Schedule of forms in the Companies (Forms) Rules, GN No. 41 of 2005. BRELA posts each form on its Company Forms page, and the filing runs through the Online Registration System. Our note on the 2026 BRELA company forms covers the full renumbering.

FormTitle in GN 82 of 2026UseSigned by
Form 99Particulars of Mortgage or ChargeEvery charge created by the company: mortgage, debenture, floating chargeThe company or the mortgagee or chargee
Form 101aParticulars for the Registration of a Charge to Secure a Series of DebenturesA pari passu debenture seriesThe company or the chargee
Form 101bParticulars of Issue of Secured Debentures in a SeriesEach later issue in a registered seriesThe company or the chargee
Form 102Notice of a Charge Created Outside TanzaniaCharges created abroadThe company or the chargee
Form 104Particulars of a Mortgage or Charge Subject to Which Property Has Been AcquiredProperty bought already chargedAn officer of the company
Form 107Declaration of Satisfaction in Full or in Part of Mortgage or ChargeRepayment or releaseAn officer, sworn before a commissioner for oaths or notary
Form 109aNotice of Appointment of Receiver or ManagerEnforcementThe appointor
Form 109bNotice of Ceasing to Act as Receiver or ManagerEnd of receivershipThe receiver or manager

Form 99 asks for the date of creation, the instrument, the amount secured, the chargees, short particulars of the property and any commission. The original instrument goes with it.

What does registering a charge cost?

BRELA fees and stamp duty to the Tanzania Revenue Authority are paid separately; a land mortgage adds Registrar of Titles fees. Every line below is from the Zatra fee register at 26 September 2026, with its ID.

IDAuthorityItemAmount
F0011BRELARegistration of a charge created by a company, by sum securedTZS 22,000 (up to 100m); 50,000 (100m to 500m); 100,000 (500m to 1bn); 150,000 (over 1bn)
F0005BRELAReceipt or registration of any other document, such as Form 107 or Form 109aTZS 22,000 per document
F0006BRELALate delivery of a documentTZS 2,500 per month or part of a month
F0009 / F0010BRELAFile perusal; customised search reportTZS 5,000; TZS 30,000
F0008BRELACertification of a documentTZS 3,000 per page
F0274TRAStamp duty: mortgage deed; debenture1% of the instrument, maximum TZS 10,000; debenture the same duty as a mortgage for the same amount
F0270TRAStamp duty: bill of sale by way of security1% of value to a maximum of TZS 100,000
NEW-02-25TRALate or insufficient stampingProper duty plus 25% of the duty, capped at ten times the proper duty
F0464Registrar of TitlesMortgage; variation; dischargeTZS 20,000; 20,000; 10,000
F0465Registrar of TitlesOfficial searchTZS 10,000

The stamp duty cap comes from articles 39 and 26 of the Schedule to the Stamp Duty Act, Cap. 189. A large facility therefore pays the same TZS 10,000 cap as a small one. Stamp each instrument before it is filed or relied on; late stamping carries the NEW-02-25 penalty. Our stamp duty guide covers the other instruments in a loan file.

Each fee is paid against the authority's GePG control number, and the amount on the control number governs on the day of payment.

Mortgages of land: the second registration

A BRELA filing does not register a mortgage of land. A mortgage of a right of occupancy is a separate disposition that must also be registered on the land register kept by the Registrar of Titles at the Ministry of Lands. The Ministry's Registration of Titles Unit lists mortgage registration and official searches among its functions under the Land Registration Act, Cap. 334.

The order matters. The Ministry of Constitution and Legal Affairs' summary of the Land Registration Act notes that a company's mortgage must first be registered under the company law before it is entered on the land register. In practice the lender files Form 99 at BRELA, obtains the certificate, then lodges the mortgage with the Registrar of Titles.

The Land Act, Cap. 113 governs the mortgage terms and remedies. Mortgages rank by date of registration, so lenders run a fresh official search (F0465) before lodging.

Foreign-owned companies usually hold land through a derivative right. Where the right is held through TISEZA, charging it needs TISEZA's consent, with a fee by value under NEW-05-22. Our note on whether a shareholder loan or equity suits the subsidiary covers when a land mortgage in a foreign parent's favour is practical.

Does the new movable property law change BRELA registration?

It will, once it commences. Parliament passed the Sheria ya Mikopo kwa Dhamana za Mali Zinazohamishika, 2026 (Act No. 5 of 2026), described in English commentary as the Secured Transactions (Movable Property) Act 2026. The President assented on 19 September 2026. It was published in the Act Supplement to Gazette No. 40 of 2 October 2026; the Gazette text is hosted by FB Attorneys.

We found no commencement notice at 20 October 2026. Until one is published, the current section 99 applies and BRELA registration within 42 days of creation is the test. Once it commences, a charge over movable assets will need two steps: registration at the Collateral Registry, and the BRELA filing. FB Attorneys (8 October 2026) and IMMMA Advocates, DLA Piper Africa (10 September 2026) summarise the wider scheme.

The company's own register of charges

BRELA's file is one record; the company must keep its own. Section 110 requires a copy of every instrument creating a registrable charge at the registered office. Section 111 requires every limited company to keep a register of charges there. Each entry gives a short description of the property, the amount and the names of the persons entitled.

Creditors and members may inspect the copies and the register free during business hours under section 112. Others may inspect the register on paying a prescribed fee. An officer who knowingly permits an omission, or refuses inspection, faces a fine.

It sits with the books in our guide to statutory registers; write each entry on signing day.

How is a charge removed when the loan is repaid?

Repayment does not clear the BRELA record by itself. Under section 107, the Registrar may enter a memorandum of satisfaction once given evidence that the debt has been paid in whole or in part, or that property has been released.

The evidence is Form 107, a declaration of satisfaction sworn by a director, secretary, administrator or administrative receiver before a commissioner for oaths or a notary public. Attach the lender's letter or deed of release. Where the satisfaction is in full, the Registrar must give the company a copy of the memorandum on request.

A land mortgage needs its own discharge at the Registrar of Titles (F0464, TZS 10,000). Stamp duty on a release is under a separate article of the Schedule; confirm the amount with TRA. A stale charge will surface in the next lender's BRELA company search.

Zanzibar: charges over a BPRA company

A company incorporated in Zanzibar registers with the Business and Property Registration Agency (BPRA), not BRELA. Part V of the Zanzibar Companies Act No. 15 of 2013 runs on the same model.

BPRA also runs a Secured Transactions Registry under a Zanzibar Act that its site lists as the Secured Transactions on Movable Property Act No. 4 of 2011. The Mainland Act No. 5 of 2026 does not reach Zanzibar. BPRA fees are not in the Zatra register. Our guide to registering a company in Zanzibar explains the split between the two registries.

Lender's and borrower's checklists

StageLenderBorrower company
Before signingBRELA search and land official search; check existing chargesCheck the articles; board resolution approving the security
Signing dayRecord the execution date of each instrument; diarise day 42Execute through two directors, or a director and the secretary
Within daysHave each instrument stamped by TRAPay or reimburse the stamp duty as the facility letter provides
Before day 42Complete Form 99 (or 101a, 102, 104) and lodge the original instrument; pay F0011Confirm the filing is made; the duty is the company's even when the lender files
After BRELACollect the certificate of registration; lodge the land mortgage with the Registrar of TitlesEnter the charge in the company's register; keep a copy of the instrument at the registered office
During the loanRe-search before each drawdownKeep the register current and answer the charges questions on the annual return, Form 131
On repaymentIssue a release letter or deed and sign the land dischargeFile Form 107 with F0005; register the land discharge; update the register

Changes of directors, office or capital during the loan follow the rules in our guide to company changes.

Worked example: a TZS 800,000,000 facility

A Dar es Salaam manufacturing company borrows TZS 800,000,000 from a local bank. The bank takes two securities: a debenture with fixed and floating charges over all assets, and a legal mortgage over the company's granted right of occupancy. Both are signed on 3 November 2026.

Deadline. Each charge is created on execution, so both must reach BRELA by 15 December 2026 (3 November plus 42 days).

StepIDCalculationTZS
Pre-signing BRELA customised searchF0010One report30,000
Pre-lodging land official searchF0465One search10,000
Stamp duty on the mortgage deedF02741% of 800,000,000 is 8,000,000, capped at 10,00010,000
Stamp duty on the debentureF0274Same duty as a mortgage for the same amount10,000
BRELA registration of the debentureF0011Sum secured falls in the 500m to 1bn band100,000
BRELA registration of the mortgageF0011Same band100,000
Registrar of Titles: mortgageF0464Flat fee20,000
Total government charges280,000

That is about 0.035% of the facility. At repayment, two Form 107 filings cost TZS 44,000 (2 x F0005) and the land discharge TZS 10,000 (F0464), plus stamp duty on any release.

If the deadline is missed. Suppose the bank discovers on 20 December 2026 that the debenture was never filed. The debenture is void against a liquidator and creditors as a security. Paying F0006 does not cure it. The bank's options are a High Court application under section 108, or fresh security, which starts a new 42-day clock and may rank behind charges registered in between. If the right of occupancy is held through a TISEZA derivative right, add TISEZA's consent fee under NEW-05-22, which is TZS 5,000,000 in the TZS 270m to 1.345bn band.

What to do now

  1. Map the security. List each instrument in the facility and the section 100 class it falls in.
  2. Fix the creation date. Record the execution date of each instrument and diarise day 42 for both lender and borrower.
  3. Stamp first. Present the mortgage deed and debenture to TRA for stamping under F0274 before filing.
  4. File Form 99. Lodge the particulars and the original instrument at BRELA and pay F0011 on the control number.
  5. Register the land mortgage. With the BRELA certificate in hand, lodge the mortgage with the Registrar of Titles and pay F0464.
  6. Update the company records. Enter each charge in the register of charges and keep a copy of every instrument at the registered office.
  7. Watch the new law. Check the Gazette for the commencement notice of Act No. 5 of 2026 before signing any security over movable assets.
  8. Close out on repayment. File Form 107 and the land discharge, and amend the company's register.

Key dates and deadlines

Date or periodEventSource
20 March 2026GN No. 82 of 2026 published, replacing the Schedule of formsGN 82 of 2026
19 September 2026Assent to Act No. 5 of 2026 (movable property security)Act No. 5 of 2026
2 October 2026Act No. 5 of 2026 published in Gazette No. 40Act Supplement
Not yet announcedCommencement of Act No. 5 of 2026 by the Minister's noticeAct No. 5 of 2026, s.1
42 days from creationDeliver Form 99 and the instrument to BRELACap. 212 s.99(1)
7 daysNotice of a receiver's appointment or cessationCap. 212 s.109

How Zatra helps

Zatra prepares and files the charge pack: Form 99, the board resolution, stamping, BRELA payment and the register entries. Our corporate secretarial service keeps the register of charges current through the life of the loan. Our investment due diligence service runs the BRELA and land searches before money moves.

Some work belongs with an advocate, and Zatra routes it to one: section 108 applications to court, legal opinions on validity or priority, land conveyancing, enforcement, receivership, disputes, prosecution and any seizure. Zatra prepares the file and does not decide or guarantee any authority's outcome. Government charges are paid at the official rate against the authority's control number, separate from Zatra's professional fee, as explained in our note on professional fees and government fees.

Sources and status

Accurate as at 20 October 2026. Fees are from the Zatra fee register at 26 September 2026; legal text is from the versions listed below.

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 the bank register the charge instead of the company?

Yes. Section 103(1) puts the duty on the company but lets any interested person register the charge. Lenders usually file themselves to control the deadline. Under section 103(2) the lender can recover the registration fees it paid from the company.

Does a guarantee from a company need registration?

No, not by itself. A guarantee is a promise to pay, not security over property. If the guarantor company also signs a debenture or mortgage to back its guarantee, that security is a charge and must be filed within 42 days of its creation.

Must a foreign lender's charge over Tanzanian assets be filed at BRELA?

Yes, if the chargor is a Tanzanian company or a foreign company with a place of business in Tanzania. The governing law of the security deed does not change the filing duty. A charge created abroad may be filed with a verified copy on Form 102.

Is a charge over a motor vehicle registrable?

A company's charge over vehicles may be registrable as a charge in an instrument that would be a bill of sale if an individual signed it, or as part of a floating charge. The vehicle's TRA registration records the owner, so the lender's advocate should confirm how the interest is noted.

What does the certificate of registration prove?

Section 105(3) makes the Registrar's certificate conclusive evidence that the Part IV registration requirements were met. It does not prove that the charge itself is valid, that the company had power to give it, or that it ranks first. Those questions belong in an advocate's opinion.

Can a charge be amended after registration?

A material change, such as a higher amount secured or new property, is normally taken as a new or supplemental charge and filed within 42 days. Errors in the registered particulars are corrected by court order under section 108. Ask BRELA before relying on an informal correction.

Where can I see charges already registered against a company?

Order a file perusal (F0009, TZS 5,000) or a customised search report (F0010, TZS 30,000) through BRELA's systems. Section 112 also lets creditors and members inspect the company's own register of charges free at its registered office.

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. Corporate secretarial services 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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