Company Setup

Voluntary Winding Up Tanzania: How to Close a Solvent Company Under Cap. 212, With TRA, Staff and Zanzibar Steps

Cover: voluntary winding up of a solvent company in Tanzania under Part VIII of the Companies Act Cap. 212 R.E. 2023, with BRELA Forms 341, 363a and 348
A members' voluntary winding up ends with dissolution, not with the last day of trading. As at 27 October 2026.
Direct answer

How do you close a solvent company in Tanzania? Use a members' voluntary winding up under Part VIII of the Companies Act, Cap. 212 R.E. 2023. The directors swear a declaration of solvency, members pass a special resolution and appoint a liquidator, and notices go to the Gazette and BRELA. The liquidator clears TRA, staff and creditors, holds a final meeting, and the company is dissolved three months after the return is registered.

This guide covers the law, the four exit routes, the liquidator, notices, TRA, staff, costs, director liability and Zanzibar, with a worked example for a Dar es Salaam company.

Who should read this

If the company cannot pay its debts in full, this is the wrong route; speak to an advocate first.

What the law says

Winding up of a Mainland company is governed by Part VIII of the Companies Act, Cap. 212 R.E. 2023, published by BRELA. Section 270 sets out the modes of winding up. Chapter II covers winding up by the court. Chapter III, sections 336 to 367, covers voluntary winding up. Chapter IV applies to every mode, including offences, fraudulent trading and wrongful trading.

The 2023 Revised Edition renumbered the Act. Older guides cite the 2002 numbers, which run three lower in this Part. Section 333 in the 2002 text is section 336 today, and section 345 is now section 348. The 2002 text on WIPO Lex shows the old arrangement.

The forms changed in 2026. The Companies (Forms) (Amendment) Rules, GN No. 82 of 20 March 2026, replaced the Schedule of company forms. BRELA's new forms file includes the winding-up Forms 341, 348, 363a, 363b, 368a and 397. Our guide to BRELA company forms under GN No. 82 explains the renumbering.

Is there a new Insolvency Act?

We checked for an Insolvency Act of 2024 or any later Tanzanian insolvency statute and found none in force. The RITA insolvency page still describes court liquidation under the Companies Act and the Companies Insolvency Rules, with the Official Receiver as provisional liquidator. The LexAfrica insolvency guide by FB Attorneys, uploaded in August 2026, names Cap. 212 as the governing law. Our status is verify, because it rests on finding no new Act.

Which way out: members', creditors', court winding up or strike-off?

Solvency decides the route. Only a company that can pay every debt with interest within twelve months may use the members' route.

RouteWhen it fitsWho controls itHow it ends
Members' voluntary winding up (ss.341 to 349)Solvent company; directors can sign a declaration of solvencyMembers appoint the liquidatorFinal meeting, return to BRELA, dissolution three months later
Creditors' voluntary winding up (ss.350 to 358)Directors cannot make the declaration of solvencyCreditors' meeting; their nominee as liquidator prevailsFinal meetings of members and creditors, then dissolution
Winding up by the court (ss.278 to 332)Petition by a creditor, the company, a member or the RegistrarHigh Court; Official Receiver as provisional liquidatorCourt dissolution order filed with BRELA
Strike-off as defunct (s.403)Registrar believes the company is not carrying on businessRegistrar of CompaniesName struck off after Gazette notice; property passes to the Government (s.405)

Strike-off is not a cheaper winding up. Under section 405, property of a dissolved company vests in the Government as bona vacantia. BRELA's statement of 28 September 2026 on its final notice to 5,277 companies shows how the Registrar uses section 403. Our note on the BRELA strike-off notice covers the 90-day objection window.

Strike-off suits a company with no assets, creditors or staff. See dormant company filings and restoring a struck-off company.

When can a company use a members' voluntary winding up?

Section 336 sets out when a company may be wound up voluntarily. For a solvent company the instrument is a special resolution. The LexAfrica guide describes a general meeting on at least 21 days' notice and a special resolution carried by at least 75% of the votes cast. It says the resolution goes to the Registrar within 14 days.

Under section 338, the winding up starts when the resolution is passed. From that moment section 339 applies. The company stops carrying on business, except as needed for a beneficial winding up. Section 340 makes share transfers after commencement void unless the liquidator sanctions them.

What does the declaration of solvency have to say?

The declaration under section 341, on Form 341, makes this a members' winding up. Three independent sources agree on its content.

Expect to swear it before a commissioner for oaths or a notary; confirm the attestation block on the current Form 341.

Do not sign on a hopeful forecast. Global Law Experts, writing on 6 July 2026, warns that a declaration made without reasonable grounds exposes directors to personal liability.

Who can act as liquidator?

Under section 343, the members appoint one or more liquidators and fix their pay. On appointment, the directors' powers cease, except where the members or the liquidator sanction their continuance.

The qualification rule needs care. Section 239 of the R.E. 2023 text is headed "Holders of office to be insolvency practitioners". Section 2 of the 2002 Act defines an insolvency practitioner in three ways:

Global Law Experts states that the Act does not currently restrict appointment to licensed practitioners. The sources conflict, so treat the point as verify. The safe course is to appoint someone who meets the section 2 definition. Section 390 disqualifies certain persons, and section 391 penalises corrupt inducement to secure an appointment.

Which notices and BRELA forms are required?

Most steps have a form or a Gazette notice and a 14-day clock.

StepLawForm or channelTime limit
Declaration of solvencyCap. 212 s.341Form 341 to BRELAWithin 30 days before the resolution; delivered before it is passed
Special resolution to wind upCap. 212 s.336Copy of the resolution to BRELAWithin 14 days
Notice of the resolutionCap. 212 s.337Government Gazette and a newspaperWithin 14 days
Notice of liquidator's appointmentCap. 212 s.363Form 363a to BRELA; Form 363b for the GazetteWithin 14 days of appointment
Notice to TRATax Administration Act s.77Written notice to the Commissioner GeneralWithin 14 days of appointment
Creditors' claimsCap. 212 Part VIII; Insolvency RulesAdvertisement; Form 368a proof of debtDate fixed by the liquidator
Progress reportingCap. 212 ss.347 and 397General meeting each year; Form 397 statementAnnual meeting; Form 397 is six-monthly
Final meetingCap. 212 s.348Gazette and newspaper noticeAt least 30 days before the meeting
Return of final meeting and accountCap. 212 s.348Form 348 to BRELAWithin 14 days after the meeting
DissolutionCap. 212 s.348None; automaticThree months after BRELA registers the return

BRELA's 2026 Form 348 still cites "section 345, Companies Act 2002", the old number. Global Law Experts gives one week, not 14 days, for the final return, so file inside the shorter period.

How does the company close its TRA file?

The Tax Administration Act, Cap. 438 treats a liquidator as a receiver. Section 77 sets four rules:

Section 45(3)(a) lets the Commissioner General call for an early return when a company goes into liquidation. Section 71 gives TRA a first claim over unremitted withholding tax.

VAT runs on its own clock. Under section 39 of the VAT Act, Cap. 148, a registered person that permanently stops making taxable supplies applies for cancellation within 14 days. Under section 40, the Commissioner General must cancel a registration held for at least twelve months once satisfied. Section 42 then requires the company to stop issuing tax invoices, surrender the certificate, and file a final return and pay within 30 days of cancellation. Our guide to VAT deregistration covers goods still on hand at that date.

The TIN closes last: section 26(1) requires its cancellation when a body corporate is wound up. TRA publishes no fee for tax clearance (NEW-02-18), and its Taxes and Duties at a Glance 2025/2026 lists the certificate. Our guide to tax clearance before closing a company sets out the order TRA takes it.

Late filing is expensive. A body corporate that misses a return or payment pays the higher of 2.5% of the unpaid tax or 15 currency points, TZS 300,000, for each month (NEW-02-06).

How are distributions to shareholders taxed?

This needs advice on the facts. Part of a liquidation distribution may be treated as a dividend, with 10% withholding (F0207). A shareholder may also have a gain on the shares, taxed at 10% for residents and 30% for non-residents (F0236). Our notes on declaring dividends and tax on gains from shares give the background. Agree the treatment with TRA before the first payment.

What happens to employees, NSSF and WCF?

Closure ends every contract, and the Employment and Labour Relations Act, Cap. 366 governs how. Closure is termination for operational requirements under section 39, which requires notice and consultation.

See our guides to severance pay and employee termination. LexAfrica notes that wages for the four months before commencement rank as preferential debts.

The social funds close on their own files. NSSF contributions of 20% of wages (F0279) run to the final payroll month, with a 5% monthly penalty on late amounts (F0446). NSSF's penalty amnesty runs to 31 December 2026 (F0447). The WCF employer contribution is 0.5% of gross earnings (F0281), with 2% interest on late payment (F0449). Ask the NSSF and the WCF in writing to confirm a nil balance and close the employer account.

SDL of 3.5% applies only to employers with ten or more employees (F0276).

Foreign staff need their permits closed. Failing to surrender a work permit within 14 days before departure carries a fine of not less than TZS 10,000,000 (F0424). Immigration publishes no fee for cancelling a residence permit (NEW-04-20).

Licences, contracts and the bank account

A business licence does not lapse because the company is in liquidation. Section 21 of the Business Licensing Act, Cap. 101 R.E. 2023 requires the licensee to notify the licensing authority of cessation or liquidation. Failure is an offence: a fine of TZS 100,000 to 500,000 for Class A, or TZS 50,000 to 300,000 for Class B, or up to two years, or both (NEW-08-12). Class A licences close with BRELA. Class B licences close on the council's TAUSI system (NEW-08-06).

Sector permits stay on each regulator's books until surrendered. Leases and guarantees need written termination. Close the bank account last.

Final accounts, final meeting and dissolution

When the affairs are wound up, section 348 requires an account of how the property was disposed of. The liquidator lays it before a general meeting called on 30 days' Gazette and newspaper notice.

The liquidator then sends BRELA the account and a return of the meeting on Form 348. Three months after the Registrar registers them, the company is dissolved. Miamia and Breakthrough both note that the court may defer that date on application.

Section 360 governs distribution. Liabilities are paid first, then the surplus goes to members according to their rights.

Dissolution is not always final. Section 402 lets the court declare a dissolution void, so keep the records.

How much does a voluntary winding up cost?

Costs fall into two buckets. Government charges are paid at the official rate against the authority's control number. Professional fees, including Zatra's, are quoted separately and never mixed with them.

ItemAmountRegister ID or source
BRELA filing of each document (Forms 341, 363a, 348, 397, the resolution)TZS 22,000 per documentF0005
Late delivery of a document to BRELATZS 2,500 per month or partF0006
Overdue annual returns brought currentTZS 22,000 eachF0007
Strike-off by the RegistrarNo fee item in the scheduleF0020
Restoration of a struck-off nameTZS 50,000F0014
TRA tax clearance certificateNo fee publishedNEW-02-18
Government Gazette noticeNot in our register; Miamia estimated TZS 60,000 per notice in 2025Third-party estimate
Newspaper noticeCommercial rate; Miamia estimated TZS 413,000 per noticeThird-party estimate
Liquidator's fee3% to 10% of realisations, or a fixed retainerGlobal Law Experts, 2026

The Miamia guide, updated 16 June 2025, totals a simple members' winding up at TZS 2,989,000 including a minimum liquidator fee. Treat that as a floor; audit, legal and valuation fees sit on top.

Worked example: closing a solvent trading company in Dar es Salaam

Kilima Supplies Limited is a hypothetical Mainland company owned 60% and 40% by two Tanzanian residents. It is VAT-registered and has six monthly-paid staff, so SDL does not apply. The owners have sold the customer book and want the company closed. All figures are illustrative.

At the declaration date, the statement of assets and liabilities shows TZS 180,000,000 in the bank and one delivery vehicle. Trade creditors are TZS 25,000,000, and the closing income tax estimate is TZS 12,000,000. The vehicle sells for TZS 40,000,000 plus VAT of TZS 7,200,000 at 18% (F0239). The company pays that VAT to TRA, so it does not change the surplus.

For example, one storekeeper has five completed years and a basic daily wage of TZS 30,000. Her severance is 7 days times TZS 30,000 times 5 years, or TZS 1,050,000. Across all six staff, severance totals TZS 4,200,000. Notice pay is TZS 5,400,000 and accrued leave TZS 1,800,000.

LineTZS
Cash at bank180,000,000
Vehicle sale, net of VAT paid over40,000,000
Less trade creditors(25,000,000)
Less closing income tax(12,000,000)
Less severance, notice pay and leave(11,400,000)
Less BRELA filings, five documents at TZS 22,000 (F0005)(110,000)
Less three Gazette and three newspaper notices (Miamia estimates)(1,419,000)
Less liquidator's fee (assumed)(6,000,000)
Less audit of final accounts (assumed)(4,000,000)
Less reserve held until tax clearance(5,000,000)
First distribution to members155,071,000

The 60% shareholder receives TZS 93,042,600 and the 40% shareholder TZS 62,028,400, before any tax on the distribution. The TZS 5,000,000 reserve is released once TRA issues clearance and no claim remains. On these assumptions the file runs about five to seven months: one month to the resolution, three to four for realisation and clearance, and 30 days' notice for the final meeting. Dissolution follows three months after BRELA registers Form 348.

Personal liability risks for directors and liquidators

Chapter IV of Part VIII carries the main risks.

Where a claim, a prosecution, a seizure or a dispute is in view, the file goes to an advocate before any resolution is signed.

Mainland and Zanzibar: what changes on the islands?

Company registration is not a Union matter. A Zanzibar company sits on the register kept by BPRA under the Zanzibar Companies Act No. 15 of 2013. Cap. 212, GN No. 82 and BRELA forms do not reach it. See registering in Zanzibar with BPRA.

PointMainlandZanzibar
Company lawCompanies Act, Cap. 212 R.E. 2023Zanzibar Companies Act No. 15 of 2013
RegistryBRELABPRA
VAT cancellationTRA, VAT Act Cap. 148, 18% (F0239)ZRA, 15% (F0246)
Income taxTRATRA, as a Union tax
Social securityNSSFZSSF
Employment lawELRA, Cap. 366Zanzibar Employment Act No. 11 of 2005

We did not read the Zanzibar Act's winding-up sections this session. Their numbering, forms and notice periods are unknown to us, so confirm them with BPRA. A Zanzibar company cancels VAT with the Zanzibar Revenue Authority, not TRA. A Mainland company with island operations closes both sides, including any BPRA filing it holds there.

What to do now

  1. Test solvency. Build a statement of assets and liabilities from the ledger, the TRA account, the payroll and every contract. If debts cannot be paid within twelve months, stop and take advice.
  2. Bring filings current. File overdue BRELA annual returns, beneficial ownership forms and TRA returns before the declaration.
  3. Choose the liquidator. Pick a person who meets the section 2 definition of an insolvency practitioner, and agree the fee in writing.
  4. Swear the declaration. Directors sign Form 341 within 30 days before the meeting and deliver it to BRELA first.
  5. Pass the resolution. Hold the general meeting, pass the special resolution and appoint the liquidator.
  6. Publish and notify. Gazette and newspaper notices within 14 days, Forms 363a and 363b, and the section 77 notice to TRA.
  7. Close the payroll. Consult staff, pay notice, severance and leave, and settle NSSF, WCF and PAYE to the last month.
  8. Close VAT and licences. Apply to cancel VAT within 14 days of the last taxable supply, and notify each licensing authority.
  9. Clear TRA. File the final returns, settle or object, and apply for tax clearance.
  10. Distribute and finish. Pay creditors, distribute the surplus, hold the final meeting and file Form 348.

Key dates and deadlines

EventDeadlineSource
Declaration of solvencyWithin 30 days before the resolutionCap. 212 s.341, per three practitioner sources
Notice of general meetingAt least 21 daysLexAfrica
Resolution to BRELA and GazetteWithin 14 daysCap. 212 ss.336 and 337
Liquidator's notice to BRELA and GazetteWithin 14 days of appointmentCap. 212 s.363
Liquidator's notice to TRAWithin 14 days of appointmentCap. 438 s.77
VAT cancellation applicationWithin 14 days of permanently ceasing taxable suppliesCap. 148 s.39(2)
Final VAT return and paymentWithin 30 days after cancellationCap. 148 s.42
Final meeting noticeAt least 30 days beforeCap. 212 s.348
Form 348 returnWithin 14 days after the meeting; one week per one sourceCap. 212 s.348
DissolutionThree months after registration of the returnCap. 212 s.348
NSSF penalty amnestyEnds 31 December 2026F0447

How Zatra helps

Zatra's corporate desk tests the route, rebuilds overdue filings and prepares the winding-up pack: minutes, Form 341 schedules, the resolution, Forms 363a and 348, and the notices. We coordinate TRA clearance, VAT cancellation, the final payroll, the fund closures and licence surrenders. See our company deregistration service and tax and regulatory compliance service.

Zatra works with a qualified insolvency practitioner, and with an advocate for the declaration, any dispute and any legal opinion. Government fees are paid at the official rate against the authority's control number and never marked up. Zatra's own fee is quoted separately. BRELA, TRA and the courts decide every filing, and Zatra does not decide or guarantee any authority's outcome.

Sources and status

Accurate as at 27 October 2026.

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 a foreign parent company sign the resolution from abroad?

Yes, a corporate shareholder can vote through an authorised representative or proxy. The board resolution of the parent appointing that person, and any document signed abroad, will usually need notarisation and legalisation before BRELA or a Tanzanian commissioner accepts it. Ask an advocate which formalities apply to the parent's country.

Can creditors challenge a members' voluntary winding up?

Yes. Section 367 preserves the rights of creditors and contributories, and section 362 lets the court appoint or remove a liquidator. A creditor who believes the company is insolvent can apply to the court. If the liquidator forms that view, section 346 requires a creditors' meeting.

What happens if the company turns out to be insolvent halfway through?

The liquidator must call a meeting of creditors under section 346, and section 349 sets alternative meeting rules for that case. In practice the file then runs with creditor oversight. Directors who signed the declaration should expect questions about the grounds they relied on.

Can a company still trade after the resolution is passed?

Only so far as trading helps the winding up. Section 339 stops the business except where it is needed for a beneficial winding up. Finishing a contract already in progress may qualify. Taking new orders to keep the brand alive does not.

Do unclaimed distributions go back to the other shareholders?

No. Section 398 deals with unclaimed assets, and section 407 sets up the Companies Liquidation Account to hold such money. A shareholder who cannot be traced does not forfeit the entitlement to the others. Keep current addresses and bank details for every member.

Can a branch of a foreign company use this process?

No. A branch registered under Part XII is not a Tanzanian company, so it is not wound up under Chapter III. It closes its Tanzanian place of business under the foreign company provisions, so confirm BRELA's cessation filing, and it clears TRA. Any winding up of the parent happens in its home country.

Should the bank account stay open until dissolution?

Keep it open until the final distribution and any TRA refund have passed through it. Refunds are paid to an account in the company's name. Once the last payment clears, the liquidator closes it and keeps the final statement with the winding-up records.

Who keeps the company's records after dissolution?

Section 396 deals with the disposal of the company's books and papers. Agree a custodian, usually the liquidator or a shareholder, in the final meeting resolution. TRA can review earlier years, and a court can revive a dissolved company, so the records may be needed later.

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. Company deregistration 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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