Restoring a Struck-Off Company in Tanzania: BRELA’s File, Not a New Incorporation

This page is the Mainland restoration operating file: how a company that left the BRELA register comes back as the same legal person. It is not a new incorporation, not a tax-clearance essay, and not a Zanzibar BPRA restoration.

• Closing a live company: deregistration orientation
• Buying a live vehicle: share-purchase diligence
• Zanzibar formation: BPRA, not BRELA

As at 10 September 2026. Confirm brela.go.tz. This page publishes no restoration fee, no Gazette penalty, and no promised week-count. Zatra’s professional fee is only on /pricing/.

Struck off is not dissolved, and it is not a spare company

Investors treat ‘struck off’ as a cosmetic status: the name is gone, so we will just incorporate again. That is how you orphan a Certificate of Occupancy, a mineral right, a TRA objection, and a bank facility that still names the old number. Restoration, where the Act still allows it, reopens that person. A twin company is a new person. The land registrar, the Mining Commission and the bank will not guess that you meant the ghost.

Voluntary winding up, strike-off for non-filing, and court dissolution are different doors. Read the notice that actually issued. A newspaper rumour that ‘BRELA deleted us’ is not the instrument. Pull the BRELA extract and the Gazette or portal notice before you brief anyone.

Who actually decides

If the company was Zanzibar-registered, this page is the wrong file. BPRA is not a BRELA window. If the asset sits in Zanzibar and the company sits on the Mainland, you still restore the Mainland person first, then you deal with the Zanzibar asset under Zanzibar land and licensing rules.

Why companies get struck off (orientation, not a charge sheet)

The live Companies Act and BRELA practice still treat annual returns, registered-office notices and related filings as the oxygen of the register. A company that stops filing does not become a holding company. It becomes a candidate for strike-off. Directors who ‘paused Tanzania’ after the first work permit still owe the register. Confirm the live BRELA filing list; do not treat a 2022 consultant checklist as the 2026 form set.

Strike-off can also follow a winding-up or a court path. Those files are not restored with the same pack as a non-filing strike-off. If a liquidator, a petition or a Gazette winding-up notice exists, stop and instruct an advocate. This page will not collapse those routes into one online form.

Sequence that does not invent a calendar

1. Pull the evidence of strike-off: BRELA extract, notice, Gazette if any. Name the company number, not the trading style.
2. Map what still sits in that name: TIN, land, licences, bank accounts, litigation, employees. Write it on one page.
3. Decide restore vs abandon vs new vehicle: abandoning means those assets stay in a ghost unless a later process moves them. A new vehicle does not inherit them.
4. Lodge the live BRELA restoration pack: the form and annexes brela.go.tz names today. Outstanding annual returns and penalties, if the live practice requires them, sit in that pack. This page quotes none.
5. Repair TRA and the asset desks after the register shows the person again. A restored company with a dead TIN is not operational.
6. Tell the bank and counterparties the number did not change: they should not open a second customer as if you incorporated.

What a ‘twin incorporation’ actually costs you

The twin looks cheap: a new BRELA file, a new TIN, a new bank account. The Certificate of Occupancy still names the struck-off person. The mining licence still names the struck-off person. The TRA objection still names the struck-off person. You now own two problems: a ghost that holds the assets, and a live company that holds nothing the project needed. Restoration is slower to explain in a WhatsApp. It is usually the only path that reconnects the asset to a person you can instruct.

Share-purchase buyers who discover strike-off mid-diligence should not ‘just recertify’. See the diligence file. Price the restoration, the TRA repair and the licence-holder match before you sign.

TRA, beneficial ownership and the people file

Restoration does not wash tax history. The TIN, the returns not filed, and the objections already lodged travel with the person. Beneficial-ownership filings that were missed before strike-off are not cured by a new company name. Work-permit files that named the old number will not automatically follow a twin. Rebuild the people file against the restored extract.

Where this file stalls

• Incorporating a lookalike and telling Lands ‘it is the same project’
• Applying to restore without reading whether the company was wound up
• Ignoring TRA until after the first restored invoice
• Using a Zanzibar BPRA extract on a Mainland restoration
• Publishing a restoration fee from a 2023 blog as if it were live
• Mixing Zatra’s professional fee into a BRELA charge

Worked path: the factory that still has a title

A 2018 manufacturing company stops filing annual returns after the founder relocates. BRELA later shows struck off. The factory still stands on a Certificate of Occupancy in that company name. The founder incorporates a new vehicle, opens a new TIN, and tells the bank the project ‘moved’. Lands will not transfer the occupancy because nobody lodged a transfer. There is only a speech. The mining or municipal licence, if any, still names the ghost. Restoration is the file that reconnects the brickwork to a person you can instruct. The new vehicle can sit unused or be struck off in turn; it does not rescue the title.

If a buyer is already in diligence, show them the strike-off evidence and the restoration pack, not a new certificate. A buyer who prices a live factory on a twin incorporation is pricing a lawsuit. If the company was wound up, this worked path does not apply: instruct an advocate and do not lodge a restoration form as theatre.

Directors, registered office and the people who must still exist

A restoration pack that names directors who have died, resigned without a filed notice, or who will not sign, will stall. Confirm who the register still thinks is in office. A registered-office address that is a closed coworking desk is a filing defect, not a strategy. Beneficial-ownership names that were never filed are not cured by restoration; they become the next BRELA letter. Work through the people file on paper before you pay anyone to click a portal.

Documents this file usually needs

BRELA extract showing struck-off status; the strike-off notice or Gazette citation if one exists; the last annual return actually filed; a one-page asset map (TIN, land, licences, banks, cases); director and shareholder IDs; beneficial-ownership position; the live restoration form from brela.go.tz. If a liquidator exists, that appointment paper, then stop for an advocate.

What this page will never publish

A restoration fee. A penalty tariff. A promised number of days. A statement that a new company ‘inherits’ the old title. Confirm brela.go.tz on the day you lodge.

Failure modes the officer already knows

Twin incorporation while a Certificate of Occupancy still names the ghost. Restoration lodged in the trading name rather than the registered name. TRA ignored until a tender wants a tax clearance in the restored number. A BPRA pack used on a Mainland file.

Operator calendar

Evidence and the asset map sit before the form. BRELA sits before you tell a buyer the company is ‘back’. TRA and licence desks sit after the register moves, not in parallel as if the extract were optional. Do not freeze a week-count.

What to put in the board minutes

Write the company number, the strike-off evidence, the assets still in that name, and the decision: restore, abandon, or (only if the assets can actually move) a different path with an advocate. Write that no twin will be formed as a shortcut. Write that no government fee is guessed in the minute.

What a declined pack usually looked like

A new company certificate, a letter to Lands, and a buyer waiting on a title that still names the ghost. Rebuild the restoration pack. Do not send a second incorporation fee after the first one failed to move the land.

As-at 10 September 2026: what this desk will not freeze

Fees, penalties, online-form names, and any ‘x days’ restoration SLA. Print brela.go.tz the week you file. If BRELA reprints the restoration checklist, the reprint wins.

Cross-links without contradicting keepers

Deregistration is the orderly exit, not this page. Diligence on a live target is the sibling. BPRA is Zanzibar. Locked TISEZA and cashew pages are not edited here. GN 487A hedging is unchanged.