Audited Financial Statements Tanzania: Statutory Audit, Who May Sign, Deadlines and Costs

This guide covers what the law requires, who may audit, the exemption in practice, deadlines, costs and Zanzibar.

What the law says about audited financial statements

Three Mainland laws create the audit duty, and a fourth sets how the tax return uses the result. Chapter V of Part IV of the Companies Act carries the company-law rules. The Accountants and Auditors (Registration) Act, Cap. 286 decides who may sign. The Income Tax Act and the Tax Administration Act set the tax side.

The section numbers above follow the Revised Edition 2023 of the Companies Act, as listed in the Office of the Solicitor General e-Library copy. Many older notes cite the 2002 numbering, which runs three sections lower in this chapter. The old section 171 on audit exemption is now section 174, for example. The TanzLII consolidation of the 2002 Act shows the earlier numbering.

The chain runs in a fixed order: books (s.154), accounts (s.156), board approval (s.161), auditors' report (s.164), laying before members (s.169) and delivery to the Registrar (ss.135 and 170).

Who should read this

• Directors of private companies registered with BRELA, including single-shareholder and foreign-owned companies.
• Finance managers planning the close, audit and tax return.
• Foreign parents with a Tanzanian subsidiary or a registered branch.
• Licensed businesses whose regulator asks for audited accounts.
• Companies incorporated in Zanzibar with BPRA, which follow a separate company law.

Does every Tanzanian company need audited financial statements?

The Act starts from a full audit for every company. Section 173 requires a company to appoint auditors, and section 164 requires an auditors' report on the annual accounts. Section 174 then offers an "Exemption from audit for qualifying private companies", and section 175 requires a directors' statement where a company relies on it. Section 176 lets members require an audit even where the exemption applies.

The exemption is narrow. The Companies (Private Company) (Audit Exemption) Regulations 2004, GN 40 of 2005 fix the tests by reference. The turnover limit is the threshold in the Income Tax Act, 1973 below which a company did not need a CPA-prepared tax return. The gross-assets limit is half of that figure. The regulations take effect on a date the Minister sets by Gazette notice, and TanzLII shows no commencement notice or amendment.

The 1973 Act was repealed in 2004, so the figure is frozen. PwC Tanzania's overview of the Companies Act 2002 gave the limits as turnover below TZS 1.5 million and gross assets below TZS 750,000. PwC concluded that only dormant companies were likely to qualify. Cliffe Dekker Hofmeyr's Tanzania guide reports that the exemption "is not being followed" in practice.

The working rule follows from those facts. Plan an audit for every Mainland company, trading or not. Before relying on section 174, get an advocate's written opinion. Our guide to dormant company filings in Tanzania covers the idle-company case in more detail.

Who may audit a company in Tanzania?

Only a Certified Public Accountant in Public Practice registered with the National Board of Accountants and Auditors (NBAA) may audit. The Accountants and Auditors (Registration) Act, Cap. 286 sets four rules that matter here:

• Section 18: no person may practise as an accountant or auditor without a certificate of practice from the Board.
• Section 28: only registered CPAs may carry on business as auditors, and a firm only where most partners are registered.
• Section 29: no person may employ as an auditor anyone who is not a CPA in Public Practice.
• Section 31(4): audited balance sheets and profit and loss accounts of a body corporate must be prepared or certified by a CPA in Public Practice.

The Accountants and Auditors (Practising) By-Laws 2023, GN 487 of 2023 add the firm-level rules. An audit partner may not sign an opinion without a valid certificate of practice (para 15(2)). The opinion carries the firm name and each audit partner's name, registration number and signature (para 15(1)). Firms must hold professional indemnity cover at all times (para 8). A firm auditing a public interest entity must sit in the medium or large category (para 17).

Company law adds an independence test. Section 178 disqualifies certain people from acting as auditor of a company. A note by DarState Attorneys reads it to bar officers, the secretary and employees of the company. A bookkeeper or company secretary therefore cannot audit the same company, even with a CPA qualification. The IFAC profile of NBAA notes that NBAA adopted International Standards on Auditing in 2004.

Our note on the company secretary in Tanzania explains why the secretary and the auditor must be different people.

How is the auditor appointed, changed or removed?

Section 173 governs appointment and pay. Directors may appoint the first auditors before the first annual general meeting. After that, members appoint or reappoint the auditor at each AGM, and the auditor holds office until the next one. Members fix the auditor's pay or delegate it to the board.

Section 177 requires special notice of a resolution to replace or remove an auditor, and the auditor may make written representations. Sections 180 to 182 cover resignation and the outgoing auditor's statement.

Each change is filed with BRELA. The Companies (Forms) (Amendment) Rules 2026, GN 82 of 2026, provide Form 173a for a notice of appointment and Form 173b for removal. Each is a document filed with the Registrar at TZS 22,000 (F0005). Our guide to annual general meeting requirements in Tanzania sets out notice periods and the resolutions an AGM passes.

What must the accounts and the auditors' report contain?

Section 154 requires books of account that show and explain the company's transactions. PwC's reading of the 2002 text is that books are kept for six years from the date they are made up. Section 155 fixes the accounting period, and section 160 lets the Registrar extend it.

Section 156 requires individual accounts, and section 158 requires group accounts from a parent unless section 159 exempts it. NBAA has adopted IFRS and the IFRS for SMEs Standard without modification. The IFRS Foundation's Tanzania profile, last updated in June 2016, records that listed companies use full IFRS. It also records that SMEs with total assets up to TZS 800 million may use IFRS for SMEs.

A complete set holds the primary statements and notes, including the directors' pay and loan particulars under sections 209 and 210. It also holds the directors' report (ss.162 and 163) and the auditors' report signed by the engagement partner (ss.164 and 165).

Under section 166 the auditor checks the accounts against the records and the directors' report against the accounts. Section 179 gives the auditor a right to the books and to explanations from officers. Our guide to statutory registers in Tanzania lists the ones an auditor will open.

When must audited accounts be laid before members and filed with BRELA?

Section 169 requires the accounts and reports to be laid before the company in general meeting. PwC's overview read the 2002 version as setting a limit of 10 months after the year end for a private company and seven months for a public company. We could not read the Revised Edition text this session, so treat those limits as figures to confirm.

Section 136 sets the AGM timing: one meeting in each calendar year, no more than 15 months after the last one, and the first within 18 months of incorporation. Section 131 requires an annual return made up to the incorporation anniversary. RSM Tanzania's corporate statutory FAQ gives the window as 28 days after that date. RSM also states that locally incorporated companies file their audited financial statements with the return.

The annual return costs TZS 22,000 (F0007) and is lodged on BRELA's Online Registration System with the accounts attached. Late documents attract TZS 2,500 per month or part of a month (F0006). Our guide to the annual return in Tanzania walks through Form 131, arrears and the strike-off risk.

What does TRA require from a company's accounts?

An annual return is not a tax return, and the two run on separate clocks. Under section 91 of the Income Tax Act, a company files its return of income within six months after the end of its year of income. TRA's Taxes and Duties at a Glance 2025/26 gives the same six-month date. The statement of estimated tax is due within three months of the year's start.

Who prepares the accounts changed on 1 July 2025. Section 59 of the Finance Act, 2025 replaced section 117(3)(b) of the Income Tax Act. The accounts of a corporation whose gross income exceeds TZS 100 million in a year of income must now be prepared or certified by a CPA in public practice. The same rule applies to an individual whose turnover exceeds TZS 500 million. EY's analysis of 4 August 2025 reports the same thresholds.

Cap. 286 section 31(1) separately says an income tax return is submitted only if a CPA has prepared or certified it. Section 31(2) excludes employment-only income and gross income under TZS 5 million. The RSM Tanzania newsletter on the Finance Act 2026 reports no change to these certification rules this year.

The Tax Administration Act, Cap. 438 (R.E. 2019) sets the record rules. Documents are kept in Tanzania for five years from the end of the year of income, longer while an objection, appeal, refund or audit is open. The provision is section 35 in that print and section 43 in R.E. 2023. An extension to file is requested in writing at least 15 days before the due date and cannot exceed 30 days. The extension does not move the payment date.

Our corporate income tax return guide covers the computation.

Which sector regulators ask for audited accounts?

Licensed sectors add their own audit layer on top of the Companies Act. The common pattern is a submission to the regulator within a set period after year end, sometimes with an approved auditor:

• Banks and financial institutions. The Bank of Tanzania's approved external auditors page cites the Banking and Financial Institutions (External Auditors) Regulations 2014. A firm must be registered with BoT as an approved external audit firm before it audits a bank or financial institution.
• Insurers, capital markets, utilities and mining. TIRA, CMSA, EWURA and the Mining Commission each set reporting duties in their laws and licence conditions; read the licence and confirm the calendar with the regulator.

We did not read those four regulators' instruments this session. Lenders, tender boards and TISEZA also ask for audited accounts as evidence.

How do branches of foreign companies handle accounts?

A branch registered under Part XII of the Companies Act is not a Tanzanian company, so it holds no Tanzanian AGM and files no Form 131. Section 442 instead obliges a foreign company to file accounts. RSM Tanzania reports that the branch submits the parent company's annual accounts to the Registrar. PwC's overview of the 2002 text read the time limit as three months after the date to which the accounts are made up; confirm this against the current text.

For tax, a branch is a permanent establishment and files its own return of income. Above TZS 100 million of gross income, its accounts fall under the CPA preparation rule. Our foreign company registration service sets up the branch file with both duties in view.

How does Zanzibar differ?

Company registration is not a Union matter. A Zanzibar company is registered by the Business and Property Registration Agency (BPRA) under the Zanzibar Companies Act No. 15 of 2013. The ZIPA eRegulations portal describes that route. We could not read the Zanzibar Act's accounts and audit sections this session, so its deadlines and any exemption are not stated here.

A Mainland company that trades in Zanzibar may need a Zanzibar subsidiary, which then keeps its own accounts and audit. Our explainer on registering a company in Zanzibar with BPRA covers that split.

What are the penalties for late or missing audited accounts?

The Cap. 286 figures come from the pre-2021 TanzLII version. The larger cost is often indirect: no tax clearance, a refused licence renewal or a lost tender. Section 384 also exposes officers where proper accounts were not kept and the company is wound up. Our article on directors' duties in Tanzania explains how these failures fall on the board.

Worked example: a Dar es Salaam company's audit year

Kilima Supplies Ltd, a private company, was incorporated on 15 July 2019 and has a 31 December year end. Its 2025 gross income is TZS 850 million, so the certification rule applies. It changes auditor in 2026.

The government charges for the cycle come from the Zatra fee register at 26 September 2026:

Now assume the Form 131 slips to 20 October 2026, two months and part of a third late. The penalty is three months at TZS 2,500, so TZS 7,500 (F0006). Assume also the tax return goes in on 15 July 2026, half a month late, with all tax already paid in instalments. The penalty is then one month at the TZS 300,000 floor for a body corporate (NEW-02-06). The two late filings add TZS 307,500 to a government bill that would otherwise be TZS 44,000.

Professional fees sit in a second, separate bucket. Audit fees vary with turnover, the state of the records, locations and group reporting, and no published market rate exists to quote. GN 487 ties a firm's minimum indemnity cover to engagement fee bands of up to TZS 5 million, TZS 5 to 15 million and above TZS 15 million; that is an insurance rule, not a price list. Zatra's own fee for bookkeeping, audit preparation and the BRELA filings is quoted per engagement and shown apart from government charges.

What to do now

1. Fix the calendar. Write down the year end, the incorporation anniversary, the TRA due date and the AGM window for this year.
2. Test the exemption strictly. Assume an audit is needed unless an advocate has confirmed in writing that section 174 and GN 40 of 2005 apply.
3. Check the auditor. Confirm the firm and the engagement partner on NBAA's register and see a current certificate of practice.
4. Appoint properly. Pass the board or members' resolution and file Form 173a with BRELA when the auditor changes.
5. Close the books early. Reconcile bank, payroll, VAT and withholding ledgers before the auditor arrives.
6. Approve and sign. Hold the board meeting that approves the accounts and directors' report before the auditor signs.
7. Lay and file. Lay the accounts at the AGM, then file the return of income and Form 131 with the accounts attached.
8. Keep the file. Retain the signed accounts, working papers you hold and source documents for at least five years for TRA and six for company law.

Key dates and deadlines

How Zatra helps

Zatra prepares the company for its audit and keeps the filings on time. Our accounting and bookkeeping team maintains the ledgers and builds the audit schedules. Our financial reporting service drafts IFRS or IFRS for SMEs accounts for the auditor to test. Our BRELA annual returns desk and corporate secretarial team file Form 131, Form 173a and the AGM papers. The tax compliance desk files the return of income.

Zatra does not sign audit opinions; an independent NBAA-registered firm does. Some matters belong with an advocate, and Zatra routes them to one. That covers a legal opinion on the audit exemption, a dispute with an outgoing auditor, a TRA prosecution or seizure of records, and representation before TRAB or TRAT. Zatra prepares the file and does not decide or guarantee any authority's outcome. Government charges are paid at the official rate against a control number and shown separately from Zatra's professional fee.

Sources and status

Accurate as at 18 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 R.E. 2023: Office of the Solicitor General e-Library, item dated 1 Jul 2025. Accessed 18 Oct 2026.
• Companies Act, 2002: TanzLII consolidation of 1 Jul 2016. Accessed 18 Oct 2026.
• Companies (Private Company) (Audit Exemption) Regulations 2004, GN 40 of 2005: TanzLII, Gazette text of 2005. Accessed 18 Oct 2026.
• Accountants and Auditors (Registration) Act, Cap. 286: TanzLII, version of 31 Jul 2002 to 10 Oct 2021. Accessed 18 Oct 2026.
• Accountants and Auditors (Practising) By-Laws 2023, GN 487 of 2023: NBAA, published 21 Jul 2023. Accessed 18 Oct 2026.
• The Finance Act, 2025: TRA copy, assented 30 Jun 2025. Accessed 18 Oct 2026.
• Taxes and Duties at a Glance 2025/26: Tanzania Revenue Authority, July 2025. Accessed 18 Oct 2026.
• The Tax Administration Act, Cap. 438 R.E. 2019: Ministry of Finance, revised to 30 Nov 2019. Accessed 18 Oct 2026.
• Approved external auditors: Bank of Tanzania, live page 2026. Accessed 18 Oct 2026.
• BPRA and ZIPA eRegulations: Start a business: Revolutionary Government of Zanzibar, 2026. Accessed 18 Oct 2026.
• Companies Act 2002 Overview: PwC Tanzania, 2007. Accessed 18 Oct 2026.
• Corporate statutory matters FAQ: RSM Tanzania, published 24 May 2022, updated 2 Nov 2022. Accessed 18 Oct 2026.
• Tanzanian Finance Act, 2025 analysis: EY, 4 Aug 2025. Accessed 18 Oct 2026.
• Finance Act 2026 newsletter: RSM Tanzania, July 2026. Accessed 18 Oct 2026.
• National Board of Accountants and Auditors profile: IFAC, updated Apr 2026. Accessed 18 Oct 2026.
• IFRS jurisdictional profile: Tanzania: IFRS Foundation, updated 16 Jun 2016. Accessed 18 Oct 2026.
• Is there a requirement for a company to appoint an auditor?: Cliffe Dekker Hofmeyr, undated. Accessed 18 Oct 2026.
• Statutory auditor under the Companies Act: DarState Attorneys, undated. Accessed 18 Oct 2026.

Figures to confirm before you act

• The time limits in section 169 for laying accounts: 10 months for a private company and 7 for a public one are PwC's reading of the 2002 text.
• Whether GN 40 of 2005 was ever brought into force, and the shilling limits it imports from the repealed 1973 Income Tax Act.
• The section 442 deadline for a foreign company branch to file accounts, and whether ORS also asks for branch accounts.
• Fine amounts under Cap. 286 after the 2021 amendments, and under sections 154, 169 and 170 of Cap. 212.
• TRA's 2025/26 guide says individuals with turnover over TZS 100 million prepare audited statements; section 117(3)(b) now uses TZS 500 million. Confirm for sole traders.
• Zanzibar: the BPRA filing window, any audit exemption and whether NBAA registration suffices.
• Sector deadlines for TIRA, CMSA, EWURA and Mining Commission filings.

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.