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

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
- Shareholders of a solvent company that has finished its work and wants its cash paid out lawfully.
- Foreign parents closing a Tanzanian subsidiary after a market exit.
- Directors who will sign the declaration of solvency.
- Owners of dormant companies weighing winding up against strike-off.
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.
| Route | When it fits | Who controls it | How it ends |
|---|---|---|---|
| Members' voluntary winding up (ss.341 to 349) | Solvent company; directors can sign a declaration of solvency | Members appoint the liquidator | Final meeting, return to BRELA, dissolution three months later |
| Creditors' voluntary winding up (ss.350 to 358) | Directors cannot make the declaration of solvency | Creditors' meeting; their nominee as liquidator prevails | Final 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 Registrar | High Court; Official Receiver as provisional liquidator | Court dissolution order filed with BRELA |
| Strike-off as defunct (s.403) | Registrar believes the company is not carrying on business | Registrar of Companies | Name 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.
- Who signs. The directors, or a majority of them, after a full inquiry into the company's affairs. Global Law Experts adds that where there are two directors, both sign.
- What it states. That the company will pay its debts in full, with interest, within a stated period. Form 341 prints the limit: the period must not exceed twelve months from the start of the winding up.
- What it attaches. A statement of assets and liabilities at the latest practicable date.
- When. Within the 30 days before the resolution is passed, according to Breakthrough Attorneys, Miamia and LexAfrica. Breakthrough adds that it must be delivered to the Registrar before the resolution date.
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:
- a Certified Public Accountant certified by the National Board of Accountants and Auditors, or another regulatory body of the profession, as having the requisite experience of insolvency;
- a qualified advocate of the High Court with the requisite experience of insolvency;
- such other persons as the Minister specifies in regulations.
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.
| Step | Law | Form or channel | Time limit |
|---|---|---|---|
| Declaration of solvency | Cap. 212 s.341 | Form 341 to BRELA | Within 30 days before the resolution; delivered before it is passed |
| Special resolution to wind up | Cap. 212 s.336 | Copy of the resolution to BRELA | Within 14 days |
| Notice of the resolution | Cap. 212 s.337 | Government Gazette and a newspaper | Within 14 days |
| Notice of liquidator's appointment | Cap. 212 s.363 | Form 363a to BRELA; Form 363b for the Gazette | Within 14 days of appointment |
| Notice to TRA | Tax Administration Act s.77 | Written notice to the Commissioner General | Within 14 days of appointment |
| Creditors' claims | Cap. 212 Part VIII; Insolvency Rules | Advertisement; Form 368a proof of debt | Date fixed by the liquidator |
| Progress reporting | Cap. 212 ss.347 and 397 | General meeting each year; Form 397 statement | Annual meeting; Form 397 is six-monthly |
| Final meeting | Cap. 212 s.348 | Gazette and newspaper notice | At least 30 days before the meeting |
| Return of final meeting and account | Cap. 212 s.348 | Form 348 to BRELA | Within 14 days after the meeting |
| Dissolution | Cap. 212 s.348 | None; automatic | Three 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:
- the liquidator notifies the Commissioner General in writing within 14 days of appointment;
- the Commissioner General may notify an amount to set aside, which the liquidator raises from the assets and pays over;
- a liquidator who fails to set it aside is personally liable for the shortfall.
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.
- Notice, s.42. 28 days for monthly-paid staff after the first month, in writing, with reasons. Pay in lieu where the notice is not worked.
- Severance, s.43. At least 7 days' basic wage for each completed year of continuous service, up to ten years, for staff with twelve months' service.
- Transport, s.44, and certificates, s.45. Transport home where due, and a certificate for everyone.
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.
| Item | Amount | Register ID or source |
|---|---|---|
| BRELA filing of each document (Forms 341, 363a, 348, 397, the resolution) | TZS 22,000 per document | F0005 |
| Late delivery of a document to BRELA | TZS 2,500 per month or part | F0006 |
| Overdue annual returns brought current | TZS 22,000 each | F0007 |
| Strike-off by the Registrar | No fee item in the schedule | F0020 |
| Restoration of a struck-off name | TZS 50,000 | F0014 |
| TRA tax clearance certificate | No fee published | NEW-02-18 |
| Government Gazette notice | Not in our register; Miamia estimated TZS 60,000 per notice in 2025 | Third-party estimate |
| Newspaper notice | Commercial rate; Miamia estimated TZS 413,000 per notice | Third-party estimate |
| Liquidator's fee | 3% to 10% of realisations, or a fixed retainer | Global 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.
| Line | TZS |
|---|---|
| Cash at bank | 180,000,000 |
| Vehicle sale, net of VAT paid over | 40,000,000 |
| 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 members | 155,071,000 |
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.
- Fraudulent trading, s.386, and wrongful trading, s.387. Directors who traded on while the company could not pay can be made to contribute.
- Misfeasance, s.385. The court can order delinquent directors or liquidators to repay or compensate.
- Offences, ss.379 to 384. Fraud in anticipation of winding up, transactions in fraud of creditors, falsified books, and failure to keep proper accounts.
- Tax. Under s.76 of Cap. 438, managers are jointly liable for an entity's tax where the default was caused by fraud proved in court. The liquidator answers personally under s.77.
- Undervalue sales. LexAfrica notes that the court can reverse transactions at an undervalue made within two years before commencement.
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.
| Point | Mainland | Zanzibar |
|---|---|---|
| Company law | Companies Act, Cap. 212 R.E. 2023 | Zanzibar Companies Act No. 15 of 2013 |
| Registry | BRELA | BPRA |
| VAT cancellation | TRA, VAT Act Cap. 148, 18% (F0239) | ZRA, 15% (F0246) |
| Income tax | TRA | TRA, as a Union tax |
| Social security | NSSF | ZSSF |
| Employment law | ELRA, Cap. 366 | Zanzibar 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
- 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.
- Bring filings current. File overdue BRELA annual returns, beneficial ownership forms and TRA returns before the declaration.
- Choose the liquidator. Pick a person who meets the section 2 definition of an insolvency practitioner, and agree the fee in writing.
- Swear the declaration. Directors sign Form 341 within 30 days before the meeting and deliver it to BRELA first.
- Pass the resolution. Hold the general meeting, pass the special resolution and appoint the liquidator.
- Publish and notify. Gazette and newspaper notices within 14 days, Forms 363a and 363b, and the section 77 notice to TRA.
- Close the payroll. Consult staff, pay notice, severance and leave, and settle NSSF, WCF and PAYE to the last month.
- Close VAT and licences. Apply to cancel VAT within 14 days of the last taxable supply, and notify each licensing authority.
- Clear TRA. File the final returns, settle or object, and apply for tax clearance.
- Distribute and finish. Pay creditors, distribute the surplus, hold the final meeting and file Form 348.
Key dates and deadlines
| Event | Deadline | Source |
|---|---|---|
| Declaration of solvency | Within 30 days before the resolution | Cap. 212 s.341, per three practitioner sources |
| Notice of general meeting | At least 21 days | LexAfrica |
| Resolution to BRELA and Gazette | Within 14 days | Cap. 212 ss.336 and 337 |
| Liquidator's notice to BRELA and Gazette | Within 14 days of appointment | Cap. 212 s.363 |
| Liquidator's notice to TRA | Within 14 days of appointment | Cap. 438 s.77 |
| VAT cancellation application | Within 14 days of permanently ceasing taxable supplies | Cap. 148 s.39(2) |
| Final VAT return and payment | Within 30 days after cancellation | Cap. 148 s.42 |
| Final meeting notice | At least 30 days before | Cap. 212 s.348 |
| Form 348 return | Within 14 days after the meeting; one week per one source | Cap. 212 s.348 |
| Dissolution | Three months after registration of the return | Cap. 212 s.348 |
| NSSF penalty amnesty | Ends 31 December 2026 | F0447 |
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.
- Companies Act, Cap. 212 R.E. 2023: BRELA copy, uploaded 17 Sep 2025. Accessed 27 Oct 2026.
- New company forms, GN No. 82 of 2026: BRELA, 20 Mar 2026, file posted 9 Apr 2026. Accessed 27 Oct 2026.
- Companies Act, 2002, as enacted: WIPO Lex. Accessed 27 Oct 2026.
- RITA, insolvency and company liquidation: live page, 2026. Accessed 27 Oct 2026.
- Tax Administration Act, Cap. 438: TRA, R.E. 2023 copy. Accessed 27 Oct 2026.
- VAT Act, Cap. 148 R.E. 2023: TRAB copy, posted 22 Apr 2026. Accessed 27 Oct 2026.
- TRA, Taxes and Duties at a Glance 2025/2026: July 2025. Accessed 27 Oct 2026.
- Employment and Labour Relations Act, Cap. 366: TanzLII consolidation to 31 Dec 2023. Accessed 27 Oct 2026.
- BRELA, final strike-off notice to 5,277 companies: 28 Sep 2026. Accessed 27 Oct 2026.
- NSSF, WCF, BPRA and ZRA VAT page: live sites, 2026. Accessed 27 Oct 2026.
- LexAfrica Insolvency Guide: Tanzania: FB Attorneys, Aug 2026. Accessed 27 Oct 2026.
- Global Law Experts, winding up in Tanzania: 6 Jul 2026. Accessed 27 Oct 2026.
- Breakthrough Attorneys, voluntary winding up: 8 Mar 2017, updated 13 Dec 2017. Accessed 27 Oct 2026.
- Miamia, closing a company in Tanzania: updated 16 Jun 2025. Accessed 27 Oct 2026.
- Zatra fee register, fees at 26 Sep 2026; line IDs as cited in the text. Accessed 27 Oct 2026.
Figures to confirm before you act
- No new Insolvency Act: based on finding none in force; confirm with Parliament's list of Acts
- Declaration timing: 30 days before the resolution, per three practitioner sources; confirm in s.341 and on Form 341
- Form 348 deadline: 14 days per two sources, one week per one; file early until BRELA confirms
- Liquidator qualification: whether s.239 limits a members' liquidator to an insolvency practitioner as defined in s.2
- Gazette and newspaper charges: not in the Zatra register; get a quote from the Government Printer and the paper
- Tax on distributions: the split between dividend and gain on shares; agree it with TRA
- NSSF and WCF closure: the documents each fund asks for before closing an employer account
- Zanzibar: winding-up sections, forms and notice periods under the Zanzibar Companies Act No. 15 of 2013
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.
- Companies Act, Cap. 212 R.E. 2023 (BRELA copy): Business Registrations and Licensing Agency, Revised Edition 2023, uploaded 17 Sep 2025; arrangement of Part VIII (ss.270 to 408) read 27 Oct 2026; primary source. Accessed 2026-10-27.
- Companies (Forms) (Amendment) Rules, 2026, GN No. 82: new company forms: BRELA, GN No. 82 of 20 Mar 2026, file posted 9 Apr 2026; Forms 341, 348, 358, 363a, 363b, 368a and 397 read 27 Oct 2026; primary source. Accessed 2026-10-27.
- Companies Act, 2002, Act No. 12 of 2002 (WIPO Lex text): WIPO Lex reproduction of the Act as enacted in 2002; s.2 definition of insolvency practitioner and Part VIII Chapter III arrangement read 27 Oct 2026; primary text. Accessed 2026-10-27.
- RITA: Insolvency, company liquidation: Registration, Insolvency and Trusteeship Agency, live page 2026; Official Receiver as provisional liquidator under the Companies Act and Insolvency Rules; primary source. Accessed 2026-10-27.
- Tax Administration Act, Cap. 438 (TRA copy): Tanzania Revenue Authority, Revised Edition 2023 copy; ss.26, 45(3)(a), 71, 76 and 77 read 27 Oct 2026; primary source. Accessed 2026-10-27.
- Value Added Tax Act, Cap. 148 R.E. 2023 (TRAB copy): Tax Revenue Appeals Board copy, Revised Edition 2023, posted 22 Apr 2026; ss.39 to 42 read 27 Oct 2026; primary source. Accessed 2026-10-27.
- TRA: Taxes and Duties at a Glance 2025/2026: Tanzania Revenue Authority, July 2025; tax clearance and rate tables; primary source. Accessed 2026-10-27.
- Employment and Labour Relations Act, Cap. 366 (TanzLII consolidation): TanzLII consolidation current to 31 Dec 2023; ss.39, 42, 43, 44 and 45 on operational termination, notice, severance and certificates; primary text. Accessed 2026-10-27.
- BRELA: final notice of intention to strike off 5,277 companies: BRELA statement of 28 Sep 2026 on the Gazette notice of 18 Sep 2026 under s.403(3); primary source. Accessed 2026-10-27.
- LexAfrica Insolvency Guide: Tanzania: FB Attorneys for LexAfrica, uploaded Aug 2026; modes of winding up, special resolution, 30-day declaration, preferential debts, 3-month dissolution; independent source. Accessed 2026-10-27.
- Global Law Experts: How to wind up a company in Tanzania: Global Law Experts with Ernestilla, Mafita and Company Advocates, 6 Jul 2026; procedure, liquidator practice and durations; independent source. Accessed 2026-10-27.
- Breakthrough Attorneys: Company voluntary winding up in Tanzania: Breakthrough Attorneys, 8 Mar 2017, updated 13 Dec 2017; cites the 2002 numbering (ss.333 and 340 to 345); independent source. Accessed 2026-10-27.
- Miamia: How to close or wind up a company in Tanzania: Miamia, Kessy Juma, first published 23 Jul 2021, updated 16 Jun 2025; step list and cost estimates; independent source. Accessed 2026-10-27.
- National Social Security Fund: NSSF, live site 2026; employer contributions and closure enquiries; primary source. Accessed 2026-10-27.
- Workers Compensation Fund: WCF, live site 2026; employer contributions and account closure; primary source. Accessed 2026-10-27.
- BPRA: Business and Property Registration Agency, Zanzibar, live site 2026; Zanzibar company register; primary source. Accessed 2026-10-27.
- Zanzibar Revenue Authority: Value Added Tax: ZRA, live page 2026; Zanzibar VAT registration and cancellation; primary source. Accessed 2026-10-27.
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/.
