Company Registration in Tanzania | Register a Company in Tanzania

Company Registration in Tanzania
Company Registration In Tanzania - Register a Company in Tanzania

Company Registration in Tanzania – Looking to start a company in Tanzania? you are on the right track to capitalize on the country’s growing economy and business opportunities. Company Registration in Tanzania has been made easier, making it even more advantageous for Entrepreneurs.

Tanzania is a desirable destination for entrepreneurs and investors due to its good business environment, strategic location, and natural resources.

In this article, we will guide you through the steps to register a company in Tanzania. We will also outline the necessary requirements for company registration in and provide information about the Tanzania Registrar of Companies. Our aim is to provide you with essential insights and information to help you get started with company registration in Tanzania.

v  For over a decade, Afrisetup has been helping business owners register companies in Tanzania. We are the go-to company for hassle-free company formation in Tanzania. Talk to us today and get started.

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Before delving into the procedure for Company Registration, it is crucial to grasp the various types of registered companies in Tanzania. 

Here are the types of companies registered in Tanzania: 

Private Limited Company:

A private limited company is an independent legal entity that is owned by shareholders. It provides limited liability, which safeguards the personal assets of shareholders in the event of the company's debts. It mandates the presence of at least one director and can accommodate a maximum of 50 shareholders.

Public Limited Company:

A public limited company is an independent legal entity that also benefits from limited liability. It has the ability to offer its shares to the general public and trade them on the stock exchange. A minimum of three directors is required, and there is no restriction on the number of shareholders that can be involved.

Company Limited by Guarantee:

A company limited by guarantee is a form of business entity that does not have share capital or shareholders. Instead, it consists of members who offer a guarantee to cover the company's liabilities. This type of company is frequently utilized by non-profit organizations.

Unlimited Company:

In an unlimited company, there is no restriction on the liability of its members. The members bear personal responsibility for the company's debts and obligations, lacking the safeguard of limited liability.

Branch Office:

A branch office is a continuation of a foreign company's operations in Tanzania. It is not regarded as an independent legal entity but is seen as an essential component of the foreign company.

Partnership:

A partnership is established when two or more individuals or entities collaborate to conduct a profit-oriented business. It can take the form of a general partnership, where all partners assume unlimited liability, or a limited partnership, which involves both general partners and limited partners who have varying degrees of liability.

Sole Proprietorship:

A sole proprietorship refers to a business that is owned and managed by a single individual. The owner bears unlimited liability for the company's debts and obligations, which implies that their personal assets are vulnerable in the event of company liabilities.

The Tanzania Companies Act is the principal legislation governing the formation, registration, management, and dissolution of companies in Tanzania.

Tanzania Registrar of Companies | Tanzania company registry |Registrar of Companies Tanzania

The Tanzania Registrar of Companies oversees the process of
company registration within the country. To register a company in Tanzania,
individuals or entities must adhere to the regulations and procedures set forth
by the Registrar.

Here are the roles played by Tanzania Register of Companies:

 

  • Company Registration: The Registrar is responsible for the registration of new companies in Tanzania. 
  • Company Records: The Registrar maintains and updates the records of registered companies. This includes keeping track of changes in company information such as name, registered office, directors, shareholders, and share capital. 
  • Compliance Monitoring: The Registrar monitors the compliance of registered companies with the applicable laws and regulations. 
  • Company Dissolution and Liquidation: The Registrar oversees the process of dissolving and liquidating companies that have ceased their operations or are no longer viable. 
  • Regulation and Enforcement: The Registrar has the power to enforce the provisions of the Companies Act and other related legislation. 
  • Information Dissemination: The Registrar serves as a central repository of company-related information.

Online Company Registration in Tanzania

Online company registration allows individuals and businesses to register a company through electronic means, streamlining the registration process. The following is a step-by-step guide for company registration. 

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Now, let’s explore the procedure to register a company in Tanzania:

1. Selecting a Business Name

Choose a distinct and memorable name for your company that is in line with your business activities. It is important to confirm that the name is not already registered or too similar to existing companies.

2. Drafting the Company's Articles of Association

Prepare the Articles of Association, which outline the internal operations and regulations of your company. This document includes important details such as the company's objectives, share capital, management structure, and shareholder rights. Seeking legal assistance is recommended to ensure compliance with Tanzanian company law.

3. Filling Out the Registration Forms

Obtain the necessary registration forms from the Business Registration and Licensing Agency (BRELA) or access them online. Fill out the forms accurately, providing all the required information, including the company name, registered office address, director details, and shareholder information.

4.Paying the Applicable Fees

Calculate the registration fees based on your company's authorized share capital and make the payment at the designated bank. The fee structure varies depending on the type and size of the company. Ensure that you receive a receipt as evidence of payment.

5.Submitting the Application

Submit the completed forms, Articles of Association, and proof of payment to BRELA. The registration process will begin once your application is received. It is advisable to submit the application in person or through a reliable representative to ensure that all documents are properly received and processed.
For better understanding feel free to contact us today!

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The Cost of company registration consists of statutory fees for registration, consulting fees (if you choose to involve a consultant like Afrisetup), fees for notarization, and any other costs associated with preparing and submitting documents. The overall expenses will vary based on the authorized share capital and the particular requirements of your company.

Documents required for company registration in Tanzania What is needed to register a company in Tanzania?| What is needed to register a company in Tanzania?

 To register a company in Tanzania, you will need the following documents:
  • At least 3 proposed Company Names
  • Passport Size Photographs of the shareholders and directors
  • Proposed Business Location
  • Physical Address, Phone number, Email Address of the shareholders and directors
  • National ID / Travel Passport copies of the shareholders and directors
  • Description of the business activities

Registration of foreign company in Tanzania

There are two options available for Registration of foreign Company in Tanzania: the Tanzania Investment Centre (TIC) or the Business Registration and Licensing Agency (BRELA).

Documents required for Registration of foreign company in Tanzania | What do you need to register a foreign company in Tanzania?

To register a foreign company in Tanzania, you will need the following documents:

1.A certified copy of the Certificate of Incorporation.

2.A certified copy of the Memorandum and Articles of Association, Statutes, Charter, or any other instrument that defines the Constitution of the Company, as applicable.

3.A Board resolution Authorizing opening of a company in Tanzania

Opportunities for Foreign Investors

The government of Tanzania encourages foreign investments with policies like:

1. Tax holidays.

2. Flexible repatriation of profits.

3. Opportunities for joint ventures.

Why Register a Company in Tanzania?

Tanzania offers several compelling reasons to start a company:

1. Stable Economy: Tanzania is one of East Africa’s fastest-growing economies, with strong growth in agriculture, mining, and tourism sectors.

2. Strategic Location: Positioned as a gateway to the East African market, Tanzania offers access to a consumer base of over 177 million people.

3. Investment-Friendly Policies: The government actively promotes foreign and local investments through tax incentives and special economic zones.

4. Legal Protection: Registering your company ensures legal recognition, offering credibility and security to business operations.

Benefits of Company Registration in Tanzania | What are the benefits of registering a company in Tanzania?

 Registering a company in Tanzania offers numerous advantages for both local and foreign entrepreneurs. 

Some of the key benefits include:

1.Limited Liability

One of the primary advantages of company registration is that it provides limited liability protection. As a registered company, your personal assets are separate from the company's liabilities. In the event of financial difficulties or legal issues, your personal assets are generally protected, and your liability is limited to the amount you have invested in the company.

2.Business Credibility

Registering a company enhances your business credibility and professionalism. It gives your business a legal identity, which helps build trust with customers, suppliers, and business partners. Potential clients and partners often prefer to work with registered companies as they perceive them as more reliable and trustworthy.

3.Access to Funding

Registered companies in Tanzania have better access to various sources of funding. Banks and financial institutions are more likely to provide loans or credit facilities to registered businesses compared to unregistered ones. Additionally, registered companies may have opportunities to secure funding from investors, venture capitalists, or apply for government grants or financial assistance programs.

4.Ease of Doing Business

Tanzania has made significant efforts to improve its business registration processes, making it easier and faster for entrepreneurs to set up and operate their businesses. The government has implemented initiatives to streamline administrative procedures, reduce bureaucracy, and provide online platforms for company registration. These efforts aim to promote a business-friendly environment and facilitate the ease of doing business in the country.

5.Tax Benefits

Registered companies in Tanzania may enjoy tax incentives and exemptions provided by the government. These incentives can include reduced corporate tax rates, tax holidays for specific industries or regions, exemptions from certain taxes or duties, and other incentives aimed at attracting investment and promoting economic growth. Taking advantage of these tax benefits can result in significant cost savings for your business.

Tips for a Smooth Registration Process

1. Hire a Local Agent: A local consultant can guide you through BRELA and TRA requirements.

2. Have Documents Ready: Ensure all paperwork is complete before submission.

3. Use Online Services: BRELA’s digital platform speeds up the registration process.

4. Comply with Tax Obligations: Registering for TIN and VAT early prevents future penalties.

Post Registration Process for a Company in Tanzania 

Once your company is officially registered in Tanzania, several important steps must be taken to ensure your Company is fully operational and compliant with local laws. Here’s a detailed guide to navigating the post-registration process effectively:

1. Open a Corporate Bank Account – A corporate bank account is essential for managing business transactions. Most banks in Tanzania require the following documents to open a business account:

– Certificate of Incorporation

– Taxpayer Identification Number (TIN)

– Memorandum and Articles of Association

– Copies of identification documents for directors and signatories

– Business License

2. Register with the Social Security Fund – Employers in Tanzania must register with the National Social Security Fund (NSSF) or other approved schemes to provide employees with social benefits such as pensions. You’ll need:

– Company registration documents

– TIN certificate

– Employee details

Compliance: Deduct and remit contributions from employees’ salaries monthly to avoid penalties.

3. Obtain Necessary Business Licenses – While a business license is required during the bank account opening process, additional permits might be necessary depending on the nature of your business. Examples include:

• Health permits for food-related businesses

• Tourism licenses for travel agencies and hotels

• Environmental Impact Assessment (EIA) certificates for industrial projects

4. Register for Workers’ Compensation Insurance – Under Tanzanian labor laws, employers are required to provide workers’ compensation insurance. This protects employees in case of workplace injuries or accidents.

5. Draft and execute Employment Contracts – Ensure all employees have legally compliant contracts that specify:

• Roles and responsibilities

• Salaries and benefits

• Working hours and leave policies

6. File for Annual Returns with BRELA – Every registered company in Tanzania is required to file annual returns with the Business Registrations and Licensing Agency (BRELA). These returns update the agency on your company’s operational status.

7. Comply with Tax Obligations – As a registered company, you must comply with the tax requirements of the Tanzania Revenue Authority (TRA). These include:

• Filing annual income tax returns

• Submitting monthly VAT returns (if applicable)

• Paying PAYE (Pay-As-You-Earn) for employees


Frequently Asked Questions (FAQs)

Yes, it is possible to register a company in Tanzania remotely. We will help you with the whole process from completing the paperwork to processing the certificate of Incoporation and opening a Bank Account

Yes, a foreigner can be a director of a Tanzanian company. Tanzanian company law does not impose any restrictions on the nationality or residency of directors. However, it is essential to ensure compliance with any specific requirements or regulations related to the industry in which the company operates.

An individual has the option to register their business name with the Business Registration and Licensing Authority (BRELA), which is the agency appointed by the Ministry of Trade and Industry. The registered name can be obtained either before or after applying for a Tax Identification Number (TIN).

The timeframe for company registration in Tanzania can vary depending on the completeness of the application and the workload of the registration authorities. On average, it takes approximately 2 weeks to complete the registration process.

A foreigner looking to start company registration in Tanzania can do so by either registering a branch of their foreign company or registering an independent company all together. The whole process can be carried out remotely without the need of the investor travelling to complete the tasks

Establishing such a company requires a minimum of two directors and seven shareholders, with at least one shareholder being a Tanzanian citizen who holds a minimum 40% ownership in the company.

To check a company in Tanzania, visit the Business Registrations and Licensing Agency (BRELA) online platform. Use the Online Registration System (ORS) to search for registered companies by name or registration number.

Investors are required to conduct trades through an authorized securities trader or licensed money manager. These stockbrokers are certified to execute the purchase and sale of shares and bonds on behalf of investors. They earn a commission for their services, but the commission rates are subject to regulation.

Anyone aged between 21 and 70 years, as stipulated in Section 194 of the Companies Act Cap. 212, is eligible to register a company in Tanzania. To use the Online Registration System, an individual must first create an account and register as a user of the platform.

A public company is required to have a minimum of three directors. Unlike private companies, public companies are allowed to raise funds from the public. Additionally, each director in a public company must be appointed through an individual resolution, unless all members unanimously agree to a single resolution.

Tanzanian laws permit the formation of a company by a single individual acting as the sole shareholder. A Single Shareholder Company is a business entity with limited liability, restricted to having only one shareholder.

A company is an independent legal entity owned by shareholders, whereas a partnership firm is jointly owned and managed by partners who share responsibilities.

The application for registering a Non-Governmental Organization must be submitted using the designated NGO A Form No. 1, while the application for a Certificate of Compliance should be completed using the designated NGO A Form No. 3.

Conclusion

Company Registration in Tanzania is the first step to exploiting the numerous business opportunities available in Tanzania. By following the necessary procedures to register a company, you create a legal entity that provides limited liability, credibility, and access to financing. It is important to understand the various types of companies, fullfil post-registration requirements, and explore potential tax incentives to ensure a successful venture.

To ensure smooth company registration in Tanzania, it is essential to conduct comprehensive research, seek professional advice when needed, and stay updated on any changes in regulations. These steps will enable you to navigate the process effectively and position your business for growth and success in this dynamic East African country. Contact us for assistance!

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