Wholesale and Retail Trade: What GN 487A Closed and Left Open

This page is the foreign-owned trading operating file: whether a non-citizen may hold a licence to sell goods in Tanzania, and which formats survived the 2025 Order. It is not a customs-clearance manual and not a supermarket business plan.

• Entity, then the licence: foreign-investor compliance
• Which vehicle carries the trade: branch, subsidiary or local company
• Premises for a shop or warehouse: land rights across the Union
• What BRELA matches: registration attachments

As at 15 September 2026. Confirm the live Schedule with the licensing desk at the ministry responsible for industry and trade; this file rests on Cap. 208 and its 2025 Order, the Companies Act Cap. 212 and the Tanzania Investment Act, 2022.

Item 1 refuses a licence, not a company

The instrument is the Business Licensing (Prohibition of Business Activities for Non-Citizens) Order, 2025, made under Cap. 208 and effective 28 July 2025. It names fifteen activities barred to non-citizens. The first is the business of sale of goods on a wholesale and retail basis, with the three exclusions above carved out of it. Who counts as a non-citizen is read with the Tanzania Citizenship Act Cap. 357. No capital figure appears anywhere in the Order.

BRELA will still incorporate your company under the Companies Act Cap. 212 with a foreign shareholder and an objects clause mentioning trade. That certificate permits nothing to be sold. The refusal arrives one desk later: Class A licences under Cap. 208 come from the ministry, Class B from the local government authority for the area, and the officer compares the applicant’s shareholding against the Schedule before anything prints. Investors who read incorporation as clearance meet the Order at the worst moment: lease signed, stock on the water, staff hired.

Supermarket, specialised outlet, producer wholesale centre

A manufacturer selling output it made here is doing something the list does not describe. A buyer of finished stock is. That distinction, evidenced by a factory rather than asserted in a covering letter, is the only argument against Item 1 that survives contact with the desk.

Mainland and Zanzibar license separately

The Order is a Mainland instrument. Zanzibar runs its own trade licensing: registration at BPRA, investment approval at ZIPA under the Zanzibar Investment Promotion and Protection Act, 2018, and the licence itself from the island ministry responsible for trade. A refusal in Dar es Salaam is not a refusal in Unguja, and a Zanzibar licence covers no Mainland warehouse.

Tax divides on the same line. Income tax and customs are Union matters and stay with TRA wherever the stock sits. Value added tax is not a Union tax; ZRA administers the island charge under its own Act at its own rate. Price both sides before deciding where to hold inventory.

Capital does not buy an activity

The Tanzania Investment Act, 2022 puts the minimum capital for a foreign investor seeking a TIC certificate of incentives at USD 500,000, against USD 50,000 for a citizen investor. That certificate carries incentives, an immigrant quota and a path to a derivative right over land. It lifts nothing in the Schedule. A certificate issued for a project the Order prohibits is a certificate you still cannot license.

Choosing between a branch, a subsidiary or a fresh local company governs what happens after the licence issues, not whether it issues. Premises weigh more: a non-citizen holds Tanzanian land through a derivative right or a lease, never freehold, and the instruments differ across the Union.

Penalty, and the price of a front

The Order provides a fine of not less than TZS 10 million, imprisonment of up to six months, or both, for a non-citizen carrying on a barred activity, and puts the residence permit at risk alongside it. A citizen lending his name to the arrangement carries his own penalty, TZS 5 million at the ceiling, or three months.

Nominee shareholding is the reflex and the worst answer available. Beneficial-ownership particulars are filed at BRELA under Cap. 212, the bank asks the identical question at onboarding, and the nominee, being the owner the register recognises, keeps whatever he decides to keep. Confirm the Order’s current wording at the licensing desk, not from a forwarded summary.

Sequence the desks actually follow

1. Classify the format before reserving a name: the shape of the trade decides, not the size of the plan.
2. Draft the objects clause to what you will license; “general trade” invites the refusal you are trying to avoid.
3. Incorporate at BRELA and lodge beneficial-ownership particulars in the same file.
4. Take the TIN at TRA, then register for value added tax once turnover crosses the threshold.
5. Secure premises on a lease or derivative right, with a title extract naming the landlord you are paying.
6. Collect premises clearances: fire certificate, OSHA registration, and whichever product regulator owns your shelves.
7. Apply in the correct class, ministry or council, with shareholding disclosed on the face of the application.
8. Register the fiscal device and verify the scales before the first sale, not after the first inspection.

Papers the licensing desk matches

Certificate of incorporation with the memorandum and articles, opened at the objects clause. A current BRELA extract showing shareholding, and the beneficial-ownership particulars behind it. Passports and residence permits for foreign directors. TIN certificate, plus the VAT certificate where registration happened. The lease or title extract, its landlord matching the person on the rent invoice. Fire and Rescue Force certificate. OSHA registration. Product approvals for what you intend to stock: TMDA for medicines, food and cosmetics, TBS for standards on imported goods, Weights and Measures Agency verification stamps on every scale under the Weights and Measures Act Cap. 340. The expiring permit where this is a renewal. Attachments for the company file itself sit in the registration documents keeper.

Illustrative arithmetic on one consignment

Illustrative arithmetic, not a quotation. A foreign-owned specialised outlet lands finished goods at a customs value of TZS 150,000,000. Import duty in the East African Community Common External Tariff finished-goods band of 25% is TZS 37,500,000. VAT at the standard rate of 18% under the VAT Act Cap. 148 falls on TZS 187,500,000 and comes to TZS 33,750,000.

Only one of those is a cost. The duty is gone; the tax is input credit and comes back against output tax if the company is registered. Landing that container therefore costs TZS 37,500,000, not TZS 71,250,000: which is why an unregistered trader pays twice for identical stock.

Sell the consignment for TZS 260,000,000 across the year. Service levy under the Local Government Finance Act Cap. 290 runs at 0.3% of turnover, so TZS 780,000 reaches the council whether or not the year shows a profit. Carry unrelieved losses through three consecutive years and the alternative minimum tax in the Income Tax Act Cap. 332 takes 0.5% of turnover, TZS 1,300,000: the reason “we lost money” closes no argument at TRA. Profit itself is taxed at 30%.

What a trading licence drags behind it

TIN first, always. Registration for value added tax follows once taxable turnover passes the threshold in Cap. 148: TZS 200 million over twelve months, or TZS 100 million within six; confirm the live schedule on tra.go.tz, because Finance Acts have moved that line before. Electronic fiscal devices are a condition of trading rather than an accounting preference: the Tax Administration Act Cap. 438 and the electronic revenue-collection rules put the receipt duty on the licensed trader. Provisional instalments under Cap. 332 fall due on the last day of the third, sixth, ninth and twelfth months of the accounting period. Rent to a resident landlord carries withholding at 10%. The levy return goes to the council, on the council’s calendar, and nobody at the revenue authority will remind you.

Where this file stalls

• Buying a licensed trading company: the transition rule lets a valid permit run to expiry and bars its renewal, so the purchaser acquires a clock rather than a business.
• A specialised outlet whose range quietly widens until the second renewal reads as a general shop.
• A producer wholesale centre whose containers arrive from abroad.
• Objects clauses copied from another company, listing half the activities the Schedule bars.
• Shareholding rearranged days before the application, on dates the BRELA extract contradicts.
• A lease signed and an order placed while the licence class was still an assumption.

What changed on 28 July 2025

The licensing power in Cap. 208 is old; the printed list is new. Refusals on trading activities previously rested on policy and officer practice, which meant they could be argued in general terms. There is now a Schedule, a penalty and a transition rule, and the argument has narrowed to which exclusion your format occupies. The Tanzania Investment Act, 2022 had already replaced the 1997 statute and restated the thresholds. Neither instrument converts investment into permission for a closed activity.

Mandate-holders this page does not replace

The industry and trade ministry owns Class A licences and the reading of the Schedule. The council owns Class B and the service levy. BRELA owns the register and beneficial ownership; BPRA owns its island equivalent. TRA owns TIN, VAT, fiscal devices and customs; ZRA owns the Zanzibar charge. TISEZA owns the certificate of incentives and the immigrant quota, ZIPA the counterpart across the channel. Immigration and the Labour Commissioner own residence and work permits. TMDA, TBS and the Weights and Measures Agency own what may sit on your shelves and how it may be weighed. Zatra prepares, structures and coordinates the file; it issues no permit, practises no law and promises no approval.

What to confirm before you act

• The current Schedule at the licensing desk, including any amendment since commencement.
• Which exclusion your format genuinely occupies, in writing from the officer, ahead of the lease.
• The licence class your premises and turnover attract, and therefore which desk decides.
• Whether that desk reads a locally incorporated company through to its shareholders, and on what evidence.
• Zanzibar separately, if any stock will rest on the islands.
• Live VAT threshold, levy rate and provisional-tax dates with TRA and the council.