Tax & TRA

Transfer of Going Concern Tanzania: VAT, Income Tax, Stamp Duty and Staff When a Business Is Sold

Cover: transfer of going concern Tanzania, VAT, income tax, stamp duty and staff on a business sale
How VAT, income tax, stamp duty, employees and licences are handled when a business is sold whole in Mainland Tanzania and Zanzibar.
Direct answer

Is the sale of a business as a going concern free of VAT in Tanzania? On the Mainland, yes, if section 20 of the VAT Act, Cap. 148 R.E. 2023, is met. Everything needed to run the activity must pass to a buyer who continues it, and both parties must be taxable persons. The sale is then treated as not a supply. Income tax, stamp duty, staff and licences still need separate handling.

A transfer of going concern in Tanzania is the sale of a running business, not a pile of assets. If the conditions are met, no VAT is charged on the price. Get them wrong and the seller can owe VAT at 18% on the whole price after an audit.

VAT is one of five questions. The others are income tax on gains, stamp duty, employees and licences. This guide covers each for Mainland Tanzania, then the separate Zanzibar rules.

What the law says

The Mainland rule is section 20 of the Value Added Tax Act, Cap. 148 R.E. 2023, as published by TRA, headed "Sale of economic activity". We read it in that copy and in the R.E. 2023 copy on the Tax Revenue Appeals Board site. The wording matches the 2019 text on TanzLII.

So the Mainland Act does not exempt the sale; it takes it outside VAT. An exempt supply would block the seller's input tax on deal costs, while a non-supply does not.

The detail sits in regulation 10 of the Value Added Tax (General) Regulations, 2015, GN 225 of 2015. It covers buyer registration, sales of part of a business and the date a sale is concluded. The Finance Act, 2026 did not amend section 20.

Who should read this

If you are buying shares rather than a business, read our guides to share transfers and buying an existing company as well.

When does a business sale qualify as a going concern?

Read section 20 with regulation 10. Four conditions come out of the text.

ConditionSourceWhat it means in practice
Everything necessary for continued operation passes to the buyerVAT Act s.20(1)(a)Assets, stock, premises rights, contracts and know-how move together. A sale of equipment alone does not qualify.
The buyer carries on an economic activity with it after the saleVAT Act s.20(1)(b)The buyer runs the business. A buyer who strips and resells the assets fails the test.
Seller and buyer are both taxable personsVAT Act s.20(3); s.2 definitionA taxable person is one registered or required to be registered. An unregistered buyer must register on the date the sale is concluded, reg. 10(1).
For part of a business: separate operation, turnover at the threshold, no further acquisitions neededVAT Act s.20(2); reg. 10(2)The part's turnover must equal or exceed the registration threshold, TZS 200 million in 12 months (F0242).

Regulation 10(3) treats a sale as concluded on the first of four events: payment of any part of the price, execution of the deed of sale, the rights and assets becoming the buyer's, or the buyer taking control of operations. The buyer's VAT registration must be in place by then.

We found no rule in the R.E. 2023 text or GN 225 requiring a joint notice to the Commissioner General before a Mainland sale. The seller has its own notification duties, covered below.

Is the transfer exempt from VAT or not a supply at all?

It is not a supply. Section 20(3)(b) says so in terms. The practical results are these:

Section 20(4)(b) also keeps the value of the going-concern supply out of the seller's partial credit calculation. A mixed supplier's apportionment is therefore not distorted by a large one-off sale. Our guide to the input VAT claim explains that apportionment.

Where the conditions fail, each asset is a separate taxable supply at 18% (F0239). Stock, equipment, vehicles and goodwill are standard-rated unless the Schedule exempts them. Interests in land need a separate check against the Schedule.

What happens to input tax and the buyer's records?

The Mainland Act is silent on two points that buyers often assume.

An unregistered buyer registers from the date of conclusion under regulation 10(1). See our TIN and VAT registration service.

The seller then decides whether to keep its registration. A seller that stops trading must apply to cancel within fourteen days after it "permanently ceased" making taxable supplies, under section 39(2). It then files a final return within thirty days after cancellation, under section 42(c). A seller that stays registered but changes its activity must notify the Commissioner General in writing within fourteen days, under section 37.

On cancellation, property still on hand triggers an increasing adjustment (section 80 in the 2019 text). After a full sale little remains. See our VAT deregistration guide.

How is income tax charged on the sale of business assets?

Income tax ignores the VAT label. A going-concern sale is still a realisation of each asset by the seller.

We read these in the 2019 text on TanzLII and the R.E. 2019 copy published by the Ministry of Finance. The Finance Act, 2026 replaced the proviso to section 44(1), on the cost of an asset after an exempt transfer.

Land and buildings carry an extra step. TRA's capital gains page says a single instalment is paid "once before the Titles are transferred". The Registrar of Titles will not register the transfer without TRA's certificate. The page gives 10% of the gain for a resident, 30% for a non-resident, and 3% of the value where cost cannot be proved. Our guide to capital gains tax on property has the detail.

Asset deal or share deal: how do the taxes compare?

Buying the business and buying the company that owns it produce different tax maps.

PointAsset deal (going concern)Share deal
VAT on the priceNone if s.20 is met; 18% on each asset if notUsually none: the shares change hands, not the business assets
Seller's income taxSeller company taxed on gains on each asset, ss.36 to 39Shareholder taxed on the gain on shares; TRA's Glance gives 10% resident and 20% non-resident for individuals
Change in controlNot triggered: the seller's ownership does not changeSection 56 applies if underlying ownership changes by more than 50%
Stamp dutyConveyance on sale, F0262, as assessed on the instrumentsTransfer of shares, 1% of the value approved, F0264
LiabilitiesStay with the seller unless the buyer agrees to take themStay inside the company, so the buyer inherits them
EmployeesContracts end with the seller; buyer re-hiresEmployer does not change

Section 56 is the trap in a share deal. In the 2019 text, where underlying ownership "changes by more than fifty percent" against any time in the previous three years, the company is treated as realising its assets and liabilities. Losses brought forward are restricted, unless the business continues unchanged for two years. The company must report to the Commissioner "immediately before and after" the change.

The Finance Act, 2023 carved out new allotments by a local entity and some transfers between resident entities, according to Bowmans' note of 6 July 2023. In a 2025 Court of Appeal decision, reported by Theodore Attorneys on 22 March 2026, the Court read "underlying ownership" as legal ownership of shares. See our guide to capital gains tax on shares.

How much stamp duty applies on a business sale?

Stamp duty falls on instruments, not transactions. What matters is which documents the deal produces and how TRA's stamp duty officer assesses them.

InstrumentMainland dutyRegister ID
Conveyance or transfer on saleNil up to TZS 20,000; 0.5% on the first TZS 100,000, then 1% of value above TZS 100,000F0262
Conveyance of agricultural land0.5% of the valueF0263
Transfer of shares1% of the value of the shares approved by the BoardF0264
Agreement, affidavit or power of attorneyTZS 2,000 eachF0267
Registration of transfer of a right of occupancy (Registrar of Titles fee, not duty)0.25% of consideration or value, whichever is greaterF0463

TRA's stamp duty page says an instrument executed on the Mainland "shall be stamped within thirty days of execution". The same page gives the 1% share transfer rate. The independent PwC Worldwide Tax Summaries page, reviewed 9 September 2026, gives 1% of the consideration for most conveyances and share transfers. An unstamped instrument causes problems as evidence, so stamp before you rely on it. Our stamp duty guide lists the other instruments.

Worked example: a TZS 2.4 billion business sale

Kilima Distributors Ltd, a fictional VAT-registered wholesaler in Dar es Salaam, sells its whole distribution business to Mto Trading Ltd. The premises are leased, and the lease is assigned. The agreed price is TZS 2.4 billion, stated exclusive of VAT.

AssetPrice (TZS)Seller's tax cost (TZS)Gain (TZS)
Warehouse racking, forklifts and equipment900,000,000600,000,000300,000,000
Delivery lorries300,000,000200,000,000100,000,000
Trading stock600,000,000600,000,0000
Customer contracts, brand and goodwill600,000,0000600,000,000
Total2,400,000,0001,400,000,0001,000,000,000

Case A: going-concern treatment applies. Both companies are VAT-registered, everything needed passes, and Mto carries on the business. No VAT is charged. Kilima reports a gain of TZS 1.0 billion in its income tax return. At 30%, the tax is TZS 300 million, before any losses or allowances.

Case B: the treatment fails. Suppose Mto does not register on conclusion, or the brand stays with Kilima. VAT at 18% on TZS 2.4 billion is TZS 432 million. If Kilima charges it on a valid tax invoice, a registered buyer can claim it within six months (F0245). The cost is mainly cash flow.

Case C: the parties assume going concern, and TRA disagrees later. No VAT was collected. If the price was VAT-inclusive by default, TRA can treat 18/118 of TZS 2.4 billion, about TZS 366.1 million, as output tax due from Kilima. Interest and penalties under the Tax Administration Act run on top. A clause making the price exclusive of VAT, with the buyer paying any VAT found due against a valid invoice, protects the seller.

Stamp duty. If the stamp duty officer assesses the business transfer agreement as a conveyance on sale of the whole TZS 2.4 billion under F0262, the duty is TZS 500 on the first TZS 100,000. Add 1% of the balance, TZS 23,999,000, for a total of TZS 23,999,500. If Mto bought the shares in Kilima instead at the same value, duty under F0264 would be 1%, or TZS 24,000,000. Section 56 would then apply to Kilima as well.

What happens to employees when a business is sold?

The Employment and Labour Relations Act has no section that moves employment contracts automatically to a buyer. We checked the R.E. 2023 arrangement of sections and the 2004 text published by the ILO. Treat this as a reading of the Act, and confirm it with an advocate for your facts.

In an asset deal, staff therefore usually move by one of two routes:

Severance is the money question. Section 43(3)(b) of R.E. 2023, section 42(3)(b) in the 2004 text, removes severance where the employee "unreasonably refuses to accept alternative employment with that employer or any other employer". An offer from the buyer on equal terms is therefore central. Our guides to the redundancy procedure and severance pay cover the steps and the formula.

Work permits are tied to the employer, so the buyer needs its own for foreign staff.

Which licences and permits do not transfer?

A going-concern sale moves the business, but most approvals belong to the holder. Expect to apply again or to seek the regulator's consent.

Do you need a tax clearance certificate to sell a business?

No statute we read makes a tax clearance certificate a condition of a Mainland going-concern sale. TRA issues the certificate on application, item 35 of Taxes and Duties at a Glance 2025/26 (NEW-02-18). TRA lists no fee.

A buyer should still make one a completion condition. It shows the seller has no known arrears that could lead to a charge over the assets. Our tax clearance certificate guide covers the application.

How does Zanzibar treat a transfer of going concern?

Zanzibar has its own VAT law, administered by the Zanzibar Revenue Authority. The Value Added Tax Act No. 4 of 1998, Revised Edition of 2025, deals with it in section 61, "Transfer of going Concern". ZRA notes that the compilation is for reference and not an authority in legal proceedings.

PointMainland TanzaniaZanzibar
LawVAT Act, Cap. 148 R.E. 2023, s.20; GN 225 reg. 10VAT Act No. 4 of 1998, R.E. 2025, s.61
VAT on the transferTreated as not a supply where seller and buyer are taxable persons"No tax shall be charged or input tax claimed" where the transferee is registered, s.61(3)
Seller's liabilitiesStay with the sellerPass to the transferee from the transfer date, without releasing the transferor, s.61(2)
Unused input tax creditNo provision found to pass it to the buyerVests in the transferee unless the Commissioner decides otherwise, on written request of both parties, s.61(4)
NoticeNo joint notice in the ActNotify the Commissioner within thirty days; fine of TZS 100,000 to 300,000 on conviction, s.61(5)
Standard VAT rate18% (F0239)15%, with 18% for some services, s.8(1); F0246
Stamp duty, conveyance and sharesF0262 and F02641% each, paid by the transferee, per ZRA's stamp duty page

The liability rule is the big difference. A buyer of a Zanzibar business inherits the seller's non-criminal VAT liabilities, so insist on full VAT warranties.

Income tax is a Union matter, so the Income Tax Act and section 56 apply in Zanzibar too. Company records sit with BPRA, investment incentives with ZIPA, and employment matters with the Zanzibar Labour Commission. See our guides to Zanzibar and Mainland VAT and Union and non-Union taxes.

What it costs: government charges and Zatra's fee

Keep two cost buckets apart. Government charges, such as stamp duty, the Registrar of Titles fee and any tax, are paid at the official rate against the authority's control number. Zatra's professional fee is a separate invoice and never includes or marks up a government charge.

On the worked example, the government bucket on an asset deal is stamp duty of about TZS 24 million (F0262), plus the seller's income tax on its gain. VAT adds TZS 432 million only if the going-concern treatment fails.

What to do now

  1. Choose the structure. Compare an asset deal and a share deal on VAT, section 56, stamp duty and liabilities.
  2. Test section 20. List what passes to the buyer and confirm nothing the business needs stays with the seller.
  3. Register the buyer. Make sure the buyer holds a VAT registration by the date the sale is concluded, reg. 10(1).
  4. Allocate the price. Split the price between assets in the agreement for income tax and stamp duty.
  5. Draft the VAT clause. State the price exclusive of VAT, with the buyer paying any VAT found due against a valid tax invoice.
  6. Plan the staff move. Consult under section 39, agree offers from the buyer and settle the severance position.
  7. Clear the approvals. List every licence, permit, title and incentive, and seek consent before completion.
  8. Stamp and file. Stamp each instrument within thirty days, pay any single instalment before title transfer, and file the seller's VAT cancellation or notice.

Key dates and deadlines

EventTime limitSource
Buyer's VAT registrationOn the date the sale is concludedGN 225 reg. 10(1) and (3)
Seller notifies changes, if it stays registeredWithin fourteen daysVAT Act s.37
Seller applies to cancel VAT registrationWithin fourteen days after permanently ceasing taxable suppliesVAT Act s.39(2)
Seller's final VAT returnWithin thirty days after cancellationVAT Act s.42(c)
Stamping of instrumentsWithin thirty days of execution on the MainlandTRA stamp duty page
Single instalment on land or buildingsBefore the title transfer is registeredTRA capital gains page
Change in control reportImmediately before and after the changeITA s.56 (2019 text read)
Zanzibar notice of transfer to ZRAWithin thirty days after the transfer takes effectZanzibar VAT Act s.61(5)

How Zatra helps

Zatra maps the tax position of a sale before the price is fixed. We test section 20, model income tax and stamp duty for both structures, and prepare the VAT and stamping files. Our mergers and acquisitions advisory team runs the deal timetable. Our tax advisory and planning service handles the tax workings, and investment due diligence checks the seller's tax history.

The sale agreement, the employee transfer documents and any legal opinion on section 20 or section 56 belong with an advocate. So do objections and appeals before TRAB, labour disputes at the CMA, and any seizure or prosecution. Zatra works alongside your advocate and does not decide or guarantee any authority's outcome. To start, contact Zatra with the draft heads of terms and the seller's last two years of VAT returns.

Sources and status

Accurate as at 7 November 2026.

PropositionStatus
Section 20 conditions and not-a-supply treatment; reg. 10 of GN 225; ss.37, 39(2) and 42(c)Settled (R.E. 2023 text and GN 225 read)
Realisation, gains and change in control, ss.36, 39 and 56Settled (2019 text read; ss.1 to 57 unchanged in R.E. 2023)
Stamp duty items F0262 and F0264; thirty-day stampingSettled
Stamp duty assessment of a business transfer agreement; no automatic staff transfer under ELRA; no Mainland transfer of credits or liabilitiesVerify
Zanzibar s.61 rulesSettled on the ZRA compilation; confirm against the official Act

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

Does the buyer need TRA approval before completion?

Not for the VAT treatment on the Mainland. The buyer must hold a VAT registration by the date the sale is concluded. A private ruling from TRA under the Tax Administration Act can give certainty on a large or unusual deal, but it takes time to obtain.

What if the seller keeps the premises and leases them to the buyer?

The test is whether everything necessary for continued operation passes. A long lease to the buyer may give it what it needs to run the business. A short licence that the seller can end at will makes the claim weaker. Treat this as a facts question for your adviser.

Can debts owed to the business be included in the sale?

Yes. Receivables are often assigned with the business. Notify each debtor in writing so that payments go to the buyer. Agree in the contract who bears debts that later prove bad, and how VAT bad debt relief is handled for invoices issued before completion.

Is the going-concern rule the same for a sale between group companies?

For VAT, yes: section 20 does not exclude associates. For income tax, section 44 can deem the transfer to take place at market value. Transfer pricing rules in section 33 also apply to the price agreed between associates.

Does a share sale need a VAT registration change?

No. The company keeps its TIN and VAT registration because the taxpayer does not change. The company should update its directors and shareholders with BRELA and TRA, and report under section 56 where ownership changes by more than half.

Who pays stamp duty on the transfer documents?

The parties agree this in the contract, and buyers usually pay. ZRA's page puts Zanzibar duty on the transferee. On the Mainland, confirm with the stamp duty officer who is liable for each instrument. Unpaid duty affects the use of the document, so the buyer has the stronger interest.

Can the seller claim VAT on its lawyer's and adviser's fees?

Usually yes. Section 20(4)(a) treats input tax on the deal costs as relating to taxable supplies where the seller makes only taxable supplies. A mixed supplier applies its partial credit formula, with the sale value left out. Hold valid tax invoices in the company's name.

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. Tax Advisory and Planning in Tanzania 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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