Company Incorporation Process In Tanzania

The incorporation process of a company in Tanzania is currently conducted through the online registration system (ORS) at the Business Registration Licence Agency(BRELA). Its important to note that only users who have the Tanzanian National Identification Number (NIN) are able to access the ORS services and hence perform the registration.

Procedure for Company Incorporation in Tanzania

The process of company incorporation in Tanzania is categorised into 3 stages namely: pre-registration, registration and post registration process. Before commencing registration it’s important for the incorporator to note and have the following: –

  1. National Identification Number (NIN) from National Identification Authority (NIDA).
  2. the directors and company secretary must have their NIN;
  3. a local natural person will not be registered as a shareholder, director or company secretary without having a NIN;
  4. foreigners must have their Passport;
  5. physical address and details about the registered office;
  6. Taxpayer Identification Number (TIN). A Tanzanian person will not be registered as a director without having a TIN and neither will a foreigner if not in possession of a passport;
  7. Prepared and duly signed Memorandum and Articles of Association (Memarts). The objectives in the Memarts to be uploaded must be in line with the objectives to be selected through the ORS; and
  8. Physical addresses (including region, district and ward), postal and email addresses and telephone number of the company secretary and shareholders.

Pre-Registration Process

  1. choice of name of the company;
  2. conduct a name search at BRELA through an application for an official name search;
  3. if name cleared, apply for a reservation which lasts for 60 days;[1] and
  4. preparation of Memarts of the company.

Registration Process 

This process is usually done online through BRELA. Failure to complete the application in 5 days, the application will be deleted automatically. The process involves filling in all the company particulars in the ORS system. The particulars include: –

  1. the type of company you want to register i.e. whether it’s Foreign Company, Private Company Limited by guarantee, Private Company Limited by shares, Public company Limited by shares, Unlimited Private Company;
  2. company secretary, information of company directors, shareholders information, company registered office, company general activities, and authorised share capital details; and
  3. uploading of the scanned documents into the online registration system which must be accompanied by a certified memorandum and article of association and form no 14 (b) sworn before a commissioner for oaths, duly signed and stamped Ethics Form, duly signed and dated consolidated form generated by the system.

Approval (takes 2 to 7 days) and if approved then the system will generate the control number for payment. If not approved by the reason of not conforming to the procedure then the incorporator will be required to edit what is required.

Upon confirmation of payment, the final stage is to download and print out a certificate of incorporation. This certificate is issued by the Registrar of companies after approving all documents uploaded into the system. The certificate of incorporation is sent by the registrar electronically into the registered users account.[2]

Post Registration Process

  1. Obtain  business licence

Before commencing business, the company will also be required to obtain the appropriate business license. In Tanzania, Business Licenses are issued by two Authorities namely Business Registration and Licensing Agency for Class “A” Business Licenses and Local Government Authorities (LGAs) for Class B Licenses[3].The business licence would depend on the nature of activity the business is associated with. A general business licence can be obtained from the Ministry of Industry, Trade and Investment (MITI) or the Municipal Council in the locality which your business would be operating. Businesses in certain sectors like oil & gas, food & beverage, manufacturing, consultancy, are required to apply for special licences or permits.

For registration purposes, one must have these documents in order to obtain a  business license;

  1. certified copy of the Memorandum & Articles of Association,
  2. certified copy of a Certificate of Incorporation/compliance,
  3. certified copy of a TIN certificate of the company obtained from the Tanzania Revenue Authority
  4. certified copy of the Tax Clearance certificate obtained from the Tanzania Revenue Authority
  5. certified copy of the Lease Agreement or title deed as proof of having a business premise,
  6. Directors/ Shareholders Passport copies or Copies of National Identity Card. For non-citizen attach a photocopy of residence permit class ‘A’, In case shareholders of the company are non-residents power of attorney to citizen/Residence should be submitted/attached.[4]
  • Register the notarised lease agreement

If the lease is for five years and above then registering is mandatory, below five years no need of registering.

  • Obtain the Tax Identification Number

Obtain a Taxpayer Identification Number (TIN) for the company. This is issued for free by the Tanzania Revenue Authority (TRA). Once TRA has issued a TIN, they will open a tax file for the business and one will be required to fill the tax return form.

  • Register for social security

Obtaining Social Security Registration Numbers from the relevant mandatory security scheme. These mandatory schemes are provided by law and are guaranteed by the Government in order to provide employees with social security service. It may either be NSSF for private sector or PSSF for the public sector.

  • Compliance with the required relevant Authority

Example Tanzania Medicines and Medical Devices Authority (TMDA),Occupational Safety and Health Authority (OSHA), Local government Authority.

Registration of a Foreign Company in Tanzania

A foreign company as defined under section 433(1) of Companies Act, may establish a branch office in Tanzania and the company will be issued with a Certificate of Compliance by the Registrar. The required documents to complete the application process are: –

  1. a certified copy Memorandum and Articles of association of the company or other instrument defining the constitution of the company from the country where the company was formed;
  2. list of particulars of the directors and secretary of the company as to residential addresses;
  3. personal details Tax Payer’s Identification Number (TIN) for one of the directors Identification;
  4. a statement of subsisting charges created by the company related to property located in Tanzania;
  5. name(s) and address (es) of one or more person(s) resident in Tanzania authorized to act as the company’s representative;
  6. address of registered principal place of business and place of business in Tanzania;
  7. a copy of the most recent audited accounts;
  8. copies of Passports if there are foreign directors, shareholders, or secretary.[5]

[1] Section 30 of Companies Act no 12 of 2002

[2] https://www.brela.go.tz

[3] https://busines.go.tz

[4] ibid

[5] ibid