Share Transfer Tanzania: BRELA Steps, Stamp Duty, Capital Gains and Consents
How do you transfer shares in a Tanzanian company? Check the articles, sign a share transfer instrument, pay stamp duty of 1% of the share value to TRA (F0264), and settle tax on any gain. Resident sellers pay 10% of the gain and non-residents 30% (F0236). The company then updates its register of members and notifies BRELA on ORS within 28 days, with a tax clearance certificate.
This is Zatra's guide to a share transfer in Tanzania for a private company limited by shares on the Mainland: the Companies Act sections, BRELA filings, TRA tax, consents, Zanzibar and a worked example in shillings.
What the law says about transferring shares
On the Mainland, share transfers are governed by the Companies Act, Cap. 212, in its Revised Edition 2023. The revision renumbered the Act, so older guides cite different section numbers for the same rules. The table below uses the R.E. 2023 numbers from the copy published by BRELA and the Attorney General's revised edition.
| Section (R.E. 2023) | Heading in the Act | What it means in practice |
|---|---|---|
| s.29 | Meaning of "private company" | The articles must restrict the right to transfer shares |
| s.76 | Nature of shares | Defines what a share is; transfers follow the articles |
| s.79 | Transfer not to be registered except on production of instrument of transfer | No signed and stamped instrument, no registration |
| s.81 | Registration of transfer at request of transferor | The seller may lodge the transfer as well as the buyer |
| s.82 | Notice of refusal to register transfer | A refusal must be notified to the transferee |
| s.84 | Duties of company with respect to issue of certificates | New share certificates must be ready in time |
| s.86 | Notification of transfer and transmission of shares to Registrar | The company tells BRELA about the transfer |
| s.118 | Register of members | The register, not the agreement, shows who the members are |
Only the table of contents of the R.E. 2023 text could be read this session. The operative wording below comes from the TanzLII consolidation of 1 July 2016, where the same sections sit two numbers lower, and from practitioner notes on later amendments.
Under that text, a company may not register a transfer unless "a proper instrument of transfer duly stamped has been delivered to the company". A refusal must be sent to the transferee within sixty days after the transfer was lodged. Share certificates must be ready within two months after a valid transfer is lodged. The company and every officer in default face a default fine for missing either deadline.
Section 86 is newer. The Written Laws (Miscellaneous Amendments) (No. 3) Act, 2021, published on 11 October 2021, inserted it as section 83A. RSM Tanzania (1 November 2021) reports that a company must notify the Registrar within 28 days of a transfer or transmission and attach a TRA tax clearance certificate. Bowmans (23 February 2021) described the same rule in the Bill.
Who should read this
- Shareholders selling or gifting shares in a private company registered with BRELA, including founders leaving a venture.
- Buyers and investors, local or foreign, taking a stake. Our guide to buying an existing company covers the diligence that should come first.
- Directors and company secretaries, who approve and register transfers and sign BRELA filings.
- Groups restructuring shareholdings between related companies, where tax on value and change in control matter most.
- Families dealing with a deceased shareholder. Transmission on death follows a different route, set out in our guide to business succession and shares.
Listed DSE shares move through the depository instead. Zanzibar companies registered with BPRA have their own section below.
What does the company's constitution allow?
Start with the articles. Section 29 requires a private company's articles to restrict the right to transfer shares. The usual restrictions are a pre-emption right, which offers shares first to existing members, and a director discretion to refuse registration. Our older note on share transfers and restructuring sets out the decisions to make before drafting.
Then read any shareholders' agreement. It often adds tag-along, drag-along, consent and lock-up clauses that bind the parties even where the articles are silent. Our guide to the shareholders' agreement in Tanzania explains how the two documents interact.
Three structural limits also apply:
- No transfer to a subsidiary. Section 26 makes a transfer of shares in a holding company to its subsidiary void, with narrow exceptions.
- Members below two. If a transfer leaves one member, section 27 can expose that member to company debts after six months, unless the company is a single shareholder company under section 28.
- Nominees. Section 125 keeps trusts off the register. Nominee holdings are disclosed through the beneficial ownership forms instead. See our guide to nominee shareholder agreements.
Which documents does a share transfer need?
A clean file is assembled before anyone signs. The list below follows the Act, the BRELA beneficial ownership forms and the TRA practice described by RSM Tanzania (28 May 2019).
| Document | Prepared or signed by | Why it is needed |
|---|---|---|
| Share sale or gift agreement | Seller and buyer | Price, conditions and warranties |
| Board resolution approving the transfer | Directors | Registration decision under the articles |
| Waiver of pre-emption rights, if any | Other members | Clears the articles or shareholders' agreement |
| Instrument of transfer (share transfer form) | Transferor and transferee | Required by s.79 before registration |
| Valuation or pricing support | Company or valuer | Supports the value used for stamp duty and tax |
| TRA capital gains or single instalment filing | Seller, with company records | Tax on the gain, before clearance |
| Memorandum and articles, audited accounts, certificate of incorporation, TIN | Company | Attachments TRA asks for, per RSM |
| Stamp duty payment evidence | Buyer, through TRA | The instrument must be duly stamped |
| Tax clearance certificate | TRA | Attached to the BRELA notice under s.86 |
| Forms 15b, 15c or 15f | Company | Beneficial ownership changes |
| Cancelled and new share certificates | Company secretary | Evidence of title under s.84 |
| Sector or FCC approval, where required | Regulator | Condition precedent for a change of control |
Keep the price identical in every document. A different figure in the agreement, the transfer form and the TRA filing is the most common reason for a query.
How much stamp duty is paid on a share transfer?
The Stamp Duty Act, Cap. 189 charges duty on a transfer of shares at 1% of the value of the shares (F0264, Schedule item 61(a)). PwC's Tanzania tax summary, last reviewed on 9 September 2026, confirms that share transfers attract duty, mostly at 1% of the consideration.
Three rules from the Stamp Duty Act R.E. 2019 text on the TRAB site matter here. The section numbers below are from that edition.
- Who pays. Unless the parties agree otherwise, the purchaser or transferee bears the duty on a transfer of shares (s.41).
- When. Chargeable instruments executed on the Mainland must be stamped within thirty days of execution (s.25).
- What happens if not. An unstamped instrument is not admitted in evidence, acted upon or registered (s.47). The company therefore cannot register the transfer.
Late stamping costs the proper duty plus a penalty of 25% of the duty payable, capped at ten times the duty (NEW-02-25, Cap. 189 R.E. 2023 s.50(1)(b)). TRA may assess the value of the shares rather than accept a low stated price. Our guide to stamp duty on business documents covers the TRA process, and TRA's stamp duty page lists the payment channels.
Is capital gains tax due when you sell shares in Tanzania?
Yes. A gain on the realisation of shares in a resident company is taxed under the Income Tax Act, Cap. 332. The R.E. 2023 text with the 2025 annual supplement, dated 28 October 2025, sets the framework:
- Gain: incomings for the shares less their cost (ss.36 to 38), realised on transfer (s.39).
- Single instalment: tax is paid at the time of realisation under section 115.
- Rates: 10% of the gain for a resident person and 30% for a non-resident (F0236).
- Companies: a resident company includes the gain in total income taxed at 30% (F0238).
- Associates: section 44 deals with transfers to an associate or for no consideration, where TRA can look to market value.
The non-resident rate rose from 20% to 30% under the Finance Act, 2025. EY (4 August 2025) confirms that the increase covers "shares, or securities held in a resident entity". TRA's Taxes and Duties at a Glance 2025/26 still prints 20% for shares at item 3.0(a)(iv), so confirm the figure with TRA before you budget.
TRA's capital gains tax page exempts DSE-listed shares where the holder controls less than 25% of the company. Unlisted private company shares do not qualify. Our guide to capital gains tax on shares covers the inner share sale in more depth.
Keep evidence of cost, such as subscription receipts and the earlier stamped transfer. Without it, TRA may assess its own figure.
Does a change of control trigger extra tax?
It can. Section 56 of the Income Tax Act, headed "Change in control", applies where the underlying ownership of an entity changes by more than 50% compared with any time in the previous three years. PwC Tanzania (May 2021) explains that the entity is then treated as realising its assets and liabilities at market value.
The rule looks through the group. A sale of a foreign parent can change the underlying ownership of the Tanzanian company. Hogan Lovells (November 2017) notes that the Tanzanian entity is the taxpayer and advises notifying TRA before and after the change. Losses carried forward may also be restricted.
The Finance Act, 2023 narrowed the rule. Bowmans (6 July 2023) reports two exclusions: an allotment of new shares, and a change caused only by transfers between resident entities. Model section 56 before any deal that moves more than half of the company.
How does the company register the transfer and notify BRELA?
- Lodge the transfer. The stamped instrument and old certificate go to the company. Either party may lodge it (s.81).
- Board decision. The directors approve or refuse under the articles. A refusal goes to the transferee within sixty days of lodgement (s.82).
- Update the register. Enter the transferee in the register of members (s.118) and cancel the transferor's entry. Our guide to statutory registers shows what each entry records.
- Issue certificates. Have the new certificates ready within two months after lodgement (s.84).
- Notify BRELA. File the notice of transfer on the BRELA Online Registration System within 28 days, with the tax clearance certificate (s.86).
The Companies (Forms) (Amendment) Rules, 2026, GN No. 82 of 2026, published on 20 March 2026, prescribe no numbered form for the section 86 notice. The filing runs through the ORS change screens. Form 131, the annual return, later lists "particulars of shares transferred since the date of the last return". Our note on the 2026 BRELA company forms lists the full schedule.
A document filed with the Registrar costs TZS 22,000 (F0005), and late delivery adds TZS 2,500 per month or part of a month (F0006). ORS computes the control number.
Which beneficial ownership forms change after a share transfer?
The Companies (Beneficial Ownership) Regulations, 2023, GN No. 478 of 2023, run on a 30-day clock. GN 82 of 2026 renumbered their forms from 14b to 14f as 15b to 15f.
| Event in the transfer | Form | Deadline | Fee |
|---|---|---|---|
| Buyer, or a person behind the buyer, becomes a beneficial owner | Form 15b, one per beneficial owner | 30 days | TZS 22,000 per form (F0019) |
| Seller exits completely | Form 15c, notice of ceasing | 30 days | TZS 22,000 (F0019) |
| Seller keeps a smaller stake | Form 15f, change of particulars | 30 days | TZS 22,000 (F0019) |
| Registered holder is a nominee | Forms 15d and 15e, declarations | 30 days | TZS 22,000 per form (F0019) |
Late forms cost TZS 2,500 per month or part (F0019). Clyde & Co (24 August 2023) notes that the Registrar must not register a notice of share acquisition until the beneficial ownership requirements are met. Failure is an offence carrying a fine of TZS 5,000,000 to 10,000,000 (NEW-01-02). Our guide to beneficial ownership compliance covers the portal.
When does a share transfer need FCC or regulator approval?
Regulatory consent turns on control and on the licences the company holds.
- Fair Competition Commission. An acquisition of shares that changes control is a merger. Notification is required where the combined assets or turnover in Tanzania reach TZS 3,500,000,000 (F0173, GN 222 of 2017). Filing fees run from TZS 25,000,000 to 100,000,000 by size (F0172). See the FCC and our guide to FCC merger notification.
- Communications licences. TCRA charges a change of shareholding fee of TZS 4,500,000 for network facilities, network services and application services, TZS 1,500,000 for most content services and TZS 600,000 for other licences (F0717). The fee schedule is in the licensing amendment regulations of 21 March 2025.
- Mining. The Mining Commission charges USD 500 (TZS 1,130,000) for a transfer of shares in a primary mining licence holder (NEW-06-16). Mineral dealer licence holders must stay at least 25% Tanzanian-held.
- Banking and insurance. Licensed banks need Bank of Tanzania clearance for significant shareholding changes; confirm the threshold with BoT. Insurers must keep at least one third of shares owned by Tanzanians (NEW-06-04).
What changes when the buyer is a foreign investor?
Foreign ownership changes more than the register.
- Business licence rows. A Tanzanian company with more than 50% of its shares held by non-citizens is "foreign owned" under the Business Licensing Act, Cap. 101 R.E. 2023 s.2. It pays the USD rows of the licence schedule (NEW-08-13).
- Reserved activities. GN 487A of 2025 reserves 15 activities for citizens (NEW-08-14). A foreign buyer cannot take over a business licensed for one of them.
- Local shareholding rules. Some sectors require a minimum Tanzanian stake. See our note on local shareholding.
- TISEZA. A company holding a certificate of incentives should tell TISEZA about a change in its investors. We could not confirm a written deadline. Our guide to TISEZA investor registration covers the certificate.
- Tax on the seller. A non-resident seller pays 30% of the gain (F0236), and treaty relief needs separate advice.
- Permits. Owning shares gives no right to work. A foreign shareholder who will manage the company needs work and residence permits.
How does Zanzibar handle share transfers?
Company registration is not a Union matter. A Zanzibar company is registered with the Business and Property Registration Agency (BPRA) under the Zanzibar Companies Act No. 15 of 2013, as the ZIPA eRegulations portal confirms. BRELA's ORS, section 86 and the GN 82 forms do not apply to it.
| Point | Mainland Tanzania | Zanzibar |
|---|---|---|
| Company law | Companies Act, Cap. 212 R.E. 2023 | Companies Act No. 15 of 2013, as amended |
| Registrar | BRELA, on ORS | BPRA |
| Notice of transfer to registrar | s.86, within 28 days, with tax clearance | Unknown; confirm with BPRA |
| Stamp duty | 1% of value, paid to TRA (F0264) | Administered in Zanzibar; rate not verified |
| Tax on the gain | TRA, 10% resident, 30% non-resident (F0236) | Income tax is a Union matter; confirm the TRA process |
| Registrar fees | F0005, F0006, F0019 | Not in the register; BPRA assesses |
We could not read the Zanzibar Act or BPRA's fee schedule this session. Ask BPRA before you sign. Our guide to registering a Zanzibar company with BPRA covers the registry.
Worked example: selling 40% for TZS 200,000,000
The facts. Mlima Agro Ltd, a Mainland private company, has 1,000 shares. Amina, a resident individual, holds 700 and Baraka holds 300. Amina sells 400 shares, 40% of the company, to Pwani Capital Ltd, a Kenyan company owned by two individuals. The price is TZS 200,000,000. Amina's documented cost for those 400 shares is TZS 60,000,000.
| Item | Calculation | Amount (TZS) | Basis |
|---|---|---|---|
| Gain | 200,000,000 less 60,000,000 | 140,000,000 | Cap. 332 ss.36 to 39 |
| Single instalment tax, resident seller | 10% of 140,000,000 | 14,000,000 | F0236 |
| Stamp duty, paid by the buyer | 1% of 200,000,000 | 2,000,000 | F0264 |
| BRELA notice of transfer | One document | 22,000 | F0005 |
| Form 15b for the two individuals behind Pwani Capital | 2 x 22,000 | 44,000 | F0019 |
| Form 15f for Amina's reduced stake | One form | 22,000 | F0019 |
| Total government cost | 16,088,000 |
If Amina were non-resident, the tax would be 30% of 140,000,000, or TZS 36,000,000 more: TZS 42,000,000 in all. The total government cost would rise to TZS 44,088,000.
If the filings were three months late, ORS would add 3 x TZS 2,500 on each of the three documents, or TZS 22,500 (F0006, F0019). The stamp duty penalty would add 25% of TZS 2,000,000, or TZS 500,000 (NEW-02-25).
Other checks. Pwani Capital holds 40%, so Mlima Agro stays below the 50% foreign ownership line for licensing. The change in underlying ownership is 40%, below the section 56 threshold, but a further 11% within three years would cross it. If Pwani Capital gains control and combined assets or turnover reach TZS 3,500,000,000, an FCC filing comes first.
These are Zatra's figures on stated assumptions. TRA assesses the tax and stamp duty, and may value the shares differently. Our guide to business valuation covers how to support a price.
What to do now
- Read the constitution. Check the articles and any shareholders' agreement for pre-emption, consent and refusal rights.
- Screen consents. List every licence with a change of control clause and test the FCC threshold.
- Model the tax. Compute the gain from documented cost, apply 10% or 30%, and test section 56.
- Agree the price and paperwork. Sign the agreement, board resolution, waivers and instrument of transfer with one consistent figure.
- Pay TRA. Stamp the instrument within 30 days, pay the single instalment, and obtain the tax clearance certificate.
- Register internally. Approve the transfer, update the register of members and issue new certificates.
- File with BRELA. Notify the transfer on ORS within 28 days and file Forms 15b, 15c or 15f within 30 days.
- Update the rest. Tell the bank, licensing authorities and TISEZA, and carry the transfer into the next annual return.
Key dates and deadlines
| When | What | Who | Basis |
|---|---|---|---|
| Before signing | FCC notification and sector consents, where required | Buyer and company | F0173; licence terms |
| Within 30 days of execution | Stamp the instrument of transfer | Buyer | Stamp Duty Act R.E. 2019 s.25 |
| At realisation | Pay the single instalment on the gain | Seller | Cap. 332 s.115; F0236 |
| Within 60 days of lodgement | Send any notice of refusal to the transferee | Company | Cap. 212 s.82 |
| Within 2 months of lodgement | Have new share certificates ready | Company | Cap. 212 s.84 |
| Within 28 days of the transfer | Notify BRELA on ORS with a tax clearance certificate | Company | Cap. 212 s.86 |
| Within 30 days of the change | File Forms 15b, 15c or 15f | Company | GN 478 of 2023 |
| Next return date | Report the transfer on Form 131 | Company | Cap. 212 s.131 |
How Zatra helps
Zatra's share transfer and restructuring service builds the transfer file, models the tax, prepares the resolutions and registers, and files the BRELA and beneficial ownership forms. Our corporate secretarial service keeps the register of members current, and our mergers and acquisitions advisory team handles larger deals with FCC or sector consents. A Senior Advisory Session at USD 49 suits a first look at a proposed transfer. Prices are on our pricing page.
Stamp duty, income tax and BRELA fees are paid to TRA or BRELA at the official amount against a GePG control number. These government charges are separate from Zatra's professional fee and are never marked up. Our government fees handbook lists the official figures.
TRA, BRELA, the FCC and sector regulators decide on their own files. Zatra prepares and coordinates the work; it does not decide or guarantee any authority's outcome. A formal legal opinion, a disputed transfer, rectification of the register by the court under section 124, or a TRA objection goes to an advocate on our team.
Sources and status
Accurate as at 13 October 2026. Fees are from the Zatra fee register at 26 September 2026; legal text is from the versions listed below.
- The Companies Act, Cap. 212, Revised Edition 2023: BRELA; table of contents for ss.26 to 29, 76 to 86, 118, 124, 125 and 131. Accessed 13 Oct 2026.
- The Companies Act, Cap. 212 R.E. 2023: Office of the Attorney General, revised edition 2023. Accessed 13 Oct 2026.
- Companies Act, 2002, consolidation of 1 Jul 2016: TanzLII; pre-revision ss.77, 79, 80 and 82. Accessed 13 Oct 2026.
- Companies (Forms) (Amendment) Rules, 2026, GN No. 82 of 2026: BRELA, published 20 Mar 2026. Accessed 13 Oct 2026.
- Companies (Beneficial Ownership) Regulations, 2023, GN No. 478 of 2023: Gazette text, published 21 Jul 2023, hosted by FB Attorneys. Accessed 13 Oct 2026.
- BRELA Online Registration System: BRELA, live portal, undated. Accessed 13 Oct 2026.
- The Income Tax Act, Cap. 332 R.E. 2023, A.S. 2025: Office of the Chief Parliamentary Draftsman, dated 28 Oct 2025; arrangement for ss.33, 36 to 47, 55, 56 and 115. Accessed 13 Oct 2026.
- Capital gains tax: Tanzania Revenue Authority, live page, 2026. Accessed 13 Oct 2026.
- Taxes and Duties at a Glance 2025/26: Tanzania Revenue Authority, July 2025, items 3.0 and 35. Accessed 13 Oct 2026.
- Stamp duty: Tanzania Revenue Authority, live page, 2026. Accessed 13 Oct 2026.
- The Stamp Duty Act, Cap. 189 R.E. 2019: Tax Revenue Appeals Board, 2019 edition; ss.25, 41 and 47. Accessed 13 Oct 2026.
- Electronic and Postal Communications (Licensing) (Amendment) Regulations, 2025: TCRA, published 21 Mar 2025. Accessed 13 Oct 2026.
- Fair Competition Commission: FCC, live site, 2026. Accessed 13 Oct 2026.
- Start a business: ZIPA eRegulations Zanzibar, live 2026. Accessed 13 Oct 2026.
- Amendments of the Companies Act in Tanzania: RSM Tanzania, 1 Nov 2021. Accessed 13 Oct 2026.
- Tanzania: Companies Act amendment: Bowmans, 23 Feb 2021. Accessed 13 Oct 2026.
- Frequently asked questions on company secretarial online registration: RSM Tanzania, 28 May 2019. Accessed 13 Oct 2026.
- Tanzanian Finance Act, 2025 analysis: EY, 4 Aug 2025. Accessed 13 Oct 2026.
- Tanzania: Corporate, other taxes: PwC Worldwide Tax Summaries, last reviewed 9 Sep 2026. Accessed 13 Oct 2026.
- Pre-budget tax briefing 5: change in control: PwC Tanzania, May 2021. Accessed 13 Oct 2026.
- "Change in control" tax: Tanzania: Hogan Lovells, Nov 2017. Accessed 13 Oct 2026.
- Tanzania: Finance Act 2023 highlights: Bowmans, 6 Jul 2023. Accessed 13 Oct 2026.
- Companies (Beneficial Ownership) Regulations GN No. 478 of 2023: Clyde & Co, 24 Aug 2023. Accessed 13 Oct 2026.
- Zatra fee register lines F0005, F0006, F0019, F0172, F0173, F0236, F0238, F0264, F0717, NEW-01-02, NEW-02-25, NEW-06-04, NEW-06-16, NEW-08-13 and NEW-08-14: Tanzania Government Fees 2026, fees at 26 Sep 2026. Accessed 13 Oct 2026.
Figures to confirm before you act
- Section 86: the 28-day window and tax clearance attachment come from RSM and Bowmans; the body of s.86 in R.E. 2023 was not read this session
- Refusal and certificate deadlines: 60 days and two months are from the 2016 text of ss.80 and 82, now ss.82 and 84; confirm against R.E. 2023
- ORS filing: GN 82 of 2026 has no numbered form for the s.86 notice; confirm the live ORS screen and whether F0005 applies
- Non-resident rate on shares: 30% per the fee register and EY; TRA's Glance 2025/26 still prints 20%
- Company sellers: how TRA credits the single instalment against a company's 30% corporate tax
- Stamp duty value: whether TRA accepts the agreed price or assesses its own value; Stamp Duty Act section numbers are from the R.E. 2019 text
- FCC threshold: TZS 3,500,000,000 per the fee register (GN 222 of 2017); one 2017 law firm note gives TZS 3,600,000,000
- Bank of Tanzania and TISEZA: the shareholding threshold for BoT approval and any TISEZA notice deadline were not verified
- Zanzibar: BPRA transfer rules, fees and the Zanzibar stamp duty rate were not verified
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 a share transfer valid once the sale agreement is signed?
The agreement binds the parties, but the buyer becomes a member only when the company enters their name in the register of members. Until then, dividends, votes and notices go to the registered holder. Complete the stamped instrument and registration promptly.
Can shares be transferred for free between family members?
Yes, by gift, but the tax does not disappear. A transfer to an associate or for no consideration can be measured at market value under the Income Tax Act, and stamp duty is charged on the value of the shares. Get a valuation before signing.
Can the directors refuse to register a transfer?
Only if the articles give them that power. A private company's articles normally do. The company must send the transferee a notice of refusal, and a buyer who disputes it may need an advocate to apply to court for rectification of the register.
Who signs the instrument of transfer?
Both the transferor and the transferee sign, usually with witnesses. A corporate party signs through an authorised officer under a board resolution. Keep the signed original with the stamp duty receipt, because the company cannot register an unstamped instrument.
Does the buyer inherit the company's tax debts?
Yes, indirectly. The company keeps its own liabilities, including unpaid tax, after a share sale. The price buys the company with its history, so the buyer should run tax and legal due diligence and take warranties and indemnities in the agreement.
Do we need a new share certificate for the seller who keeps some shares?
Yes. The seller's old certificate is cancelled, and the company issues a balance certificate for the shares they keep, alongside a new certificate for the buyer. Record both certificate numbers in the register of members.
Is a share transfer between two of our group companies taxed?
Usually yes. A gain on shares in a resident company is taxable whoever the buyer is, and stamp duty applies to the instrument. Since 2023, transfers between resident entities are excluded from the section 56 change in control rule, but the direct gain is still taxed.
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.
- The Companies Act, Cap. 212, Revised Edition 2023: BRELA copy of R.E. 2023; table of contents for ss.26 to 29, 76 to 86, 118, 124, 125 and 131, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- The Companies Act, Cap. 212 R.E. 2023 (OAG): Office of the Attorney General, revised edition 2023, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- Companies Act, 2002, TanzLII consolidation of 1 Jul 2016: TanzLII, version of 1 Jul 2016, pre-revision ss.77, 79, 80 and 82, read 13 Oct 2026; primary text. Accessed 2026-10-13.
- Companies (Forms) (Amendment) Rules, 2026, GN No. 82 of 2026: BRELA, published 20 Mar 2026; Forms 15b to 15f and 131, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- Companies (Beneficial Ownership) Regulations, 2023, GN No. 478 of 2023: Gazette text, published 21 Jul 2023, hosted by FB Attorneys, read 13 Oct 2026; primary text. Accessed 2026-10-13.
- BRELA Online Registration System: BRELA live portal, undated, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- The Income Tax Act, Cap. 332 R.E. 2023, A.S. 2025: Office of the Chief Parliamentary Draftsman, dated 28 Oct 2025; arrangement for ss.33, 36 to 47, 55, 56 and 115, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- TRA: Capital gains tax: Tanzania Revenue Authority, live page 2026, read 13 Oct 2026; primary source, DSE exemption below 25%. Accessed 2026-10-13.
- TRA: Taxes and Duties at a Glance 2025/26: Tanzania Revenue Authority, July 2025, items 3.0 and 35, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- TRA: Stamp duty: Tanzania Revenue Authority, live page 2026, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- The Stamp Duty Act, Cap. 189 R.E. 2019: Tax Revenue Appeals Board, 2019 edition; ss.25, 41 and 47, read 13 Oct 2026; primary text. Accessed 2026-10-13.
- Electronic and Postal Communications (Licensing) (Amendment) Regulations, 2025: TCRA, published 21 Mar 2025, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- Fair Competition Commission: FCC live site, 2026, read 13 Oct 2026; primary source. Accessed 2026-10-13.
- ZIPA eRegulations Zanzibar: Start a business: Zanzibar Investment Promotion Authority, live 2026, read 13 Oct 2026; BPRA and Companies Act No. 15 of 2013. Accessed 2026-10-13.
- RSM Tanzania: Amendments of the Companies Act in Tanzania: RSM Tanzania, published 1 Nov 2021; independent source on s.83A (now s.86), 28 days and tax clearance. Accessed 2026-10-13.
- Bowmans: Tanzania, Companies Act amendment: Bowmans, published 23 Feb 2021; independent law firm note on the 2021 Bill. Accessed 2026-10-13.
- RSM Tanzania: FAQs on company secretarial online registration: RSM Tanzania, published 28 May 2019; independent source on the share transfer file. Accessed 2026-10-13.
- EY: Tanzanian Finance Act, 2025 analysis: EY, published 4 Aug 2025; independent source on the 30% non-resident rate. Accessed 2026-10-13.
- PwC Worldwide Tax Summaries: Tanzania, other taxes: PwC, last reviewed 9 Sep 2026; independent source on stamp duty. Accessed 2026-10-13.
- PwC Tanzania: Pre-budget tax briefing 5, change in control: PwC Tanzania, published May 2021; independent source on s.56. Accessed 2026-10-13.
- Hogan Lovells: Change in control tax, Tanzania: Hogan Lovells, published Nov 2017; independent law firm note. Accessed 2026-10-13.
- Bowmans: Tanzania Finance Act 2023 highlights: Bowmans, published 6 Jul 2023; independent source on the s.56 exclusions. Accessed 2026-10-13.
- Clyde & Co: Companies (Beneficial Ownership) Regulations GN No. 478 of 2023: Clyde & Co, published 24 Aug 2023; independent law firm note. Accessed 2026-10-13.
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/.