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Company Registration

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Company Registration

Tanzania’s company registration processes are pretty straight forward. The procedure of registering a business in Tanzania involves several entities and takes between 7 and 14 working days. It is suggested that an entrepreneur or investor employ the professional services of a Lawyer or a Consultant to register a business since they may advise on the proper description of a business’s scope, which can provide the business with significant benefits.

The Business Registration and Licensing Agency (BRELA) is the Tanzanian body with the mandate to register companies. The offices are located at BRELA House, Plot No: 23, Block No: 20 Shaaban Robert Street, Sokoine Dr, Dar es Salaam.

Those who wishes to incorporate a company may visit www.brela.go.tz to get all the essential information, however it is not as straightforward as it appears, since it can be a time-consuming and lengthy procedure if you don’t know your way around it.

To incorporate a business, you must complete the following steps:

  • Perform a Name Search to determine whether the company name you want to use is available;
  • If the search is clear, either reserve the name if the firm will be established later, or fill out forms 14a and 14b and prepare the documents.
  • Memorandum and Articles of Association for BRELA filing; and certified copies of the Memorandum and Articles of Association for international branches.
  • The parent company’s Memorandum and Articles of Association, a notice of the location of the registered office in the nation of residence, a list of directors, and the names of the country’s representatives.

Those who wish to associate and form themselves into a company under Tanzanian company laws have the right to register a company.

From the moment of a name search to the issue of a Certificate of Incorporation, the process of forming a company takes five (5) working days.

Tanzania recognizes the following sorts of businesses:

  1. PRIVATE COMPANIES
  2. PUBLIC COMPANIES
  3. FOREIGN COMPANIES OR BRANCHES OF COMPAN IES INCORPORATED OUTSIDE TANZANIA

Private Companies

Private companies are typically formed by people who have had previous relationships other than business relationships, such as father and sons or daughters, friends, and so on.

The minimum and maximum number of memberships are two and fifty, respectively.

These firms’ shares are not readily transferable.

Because transferability is subject to stringent controls and laws, these types of businesses are not permitted to list on a stock exchange for the purpose of trading shares.

These businesses are required to file yearly returns as well as any other statutory papers with the Registrar (e.g. Changes of particulars of directors, change of company names etc). There are additional filing costs to pay, as well as a penalty for late filing.

Procedures for registering a local business

When applicants submit a letter for name clearance, the register determines: –

  • Whether the applied name is available or not.
  • Prepare an ISIC-compliant Memorandum and Articles of Association and submit them to the Registrar for the registration procedure.
  • Compliance with all regulations pertaining to the company’s creation is stated on form no.14b, which is sworn before the Commissioner for Oath.
  • Ethics form signature and stamp
  • Signing and dating of the system-generated consolidated form

FOREIGN COMPANIES

These businesses are formed outside of Tanzania’s mainland and operate as subsidiaries of international corporations. Even though all of the subscribers and/or stockholders are Tanzanian citizens, the firms are classified as foreign.

Part XII of the Companies Act is where they are registered.

Registration of foreign company as a branch/Subsidiary Company in Tanzania Zanzibar

A foreign company can be registered in Tanzania or Zanzibar if such company has an established place of business in Tanzania or Zanzibar. A foreign company is not deemed to have a place of business in Tanzania or Zanzibar solely on account of its doing business through an agent in Tanzania at the place of business of the agent.

A foreign company seeking to establish a place of business in Tanzania or Zanzibar must deliver the following documents to the Registrar of Companies:

  • Certified copy of memorandum and articles of association or other instrument constituting or defining the constitution of the company. If the instrument is not in English, a certified translation is required.
  • A list of directors and company secretary of the company.
  • A statement of all subsisting charges created by the company.
  • Names and addresses of one or more persons, resident in Tanzania authorized to accept on behalf of the company service of process and any other notice required to be served on the company, and to represent the company as its permanent representative at its place of business (with a statement as to the extent of its authority).
  • Full address of registered principal office of the company and full address of place of business in Tanzania.
  • Statutory declaration made by the director or secretary of the company stating the date on which the company’s place of business in Tanzania was established, the business that is to be carried on and if different from the registered name of the company, the name under which that business is to be carried on.
  • A copy of the most recent accounts and related reports of the company including, if not in English, a translation of the same.

To establish business in Tanzania after receiving a Certificate of Incorporation, you must get the following:

  • TIN (Tax Identification Number);
  • Obtain a business license
  • Identification number for Value Added Tax (VAT).

The Advantages of a Tanzanian Company Registration

Tanzania permits unrestricted capital and profit outflows and has no foreign exchange controls or limitations, which encourages investment.

Tanzania has one of the lowest consumer cost indices in Sub-Saharan Africa, hence the costs of starting a business are cheap.

Tanzania’s special economic zones provide a variety of advantages, including a 100 percent exemption from value added tax (VAT) on utilities and a ten-year exemption from corporate tax and withholding tax.

Number of Taxpayers’ Identification (TIN)

The Tanzania Revenue Authority (www.tra.go.tz) issues a TIN Certificate, and in order to receive one, one must meet the following requirements:

  • Copy of the Memorandum and Articles of Association that has been certified;
  • Copy of a Certificate of Incorporation that has been certified;
  • TIN for Directors;
  • Provisional taxes must be paid;
  • For the office, there is a lease agreement (with stamp duty and withholding tax paid) as well as copies of directors’ and shareholders’ passports and photos.
  • A TIN can be obtained in as little as three working days.

Business license

A Business License is obtained by the Ministry of Trade and Industry, and it is necessary to meet the following conditions in order to receive one:

  • Copy of the Memorandum and Articles of Association that has been certified;
  • a certified copy of an incorporation certificate; a certified copy of a TIN certificate
  • The Tanzania Revenue Authority issued a certified copy of the tax clearance;
  • For the office, a certified copy of the Lease Agreement (with stamp duty and withholding tax paid); and
  • Copies of the passports of the directors and shareholders.

A Business License can be obtained in as little as three working days.

VAT

VAT is received from the Tanzania Revenue Authority, and in order to obtain one, the following standards must be met:

  • Copy of the Memorandum and Articles of Association that has been certified;
  • Copy of a Certificate of Incorporation that has been certified;
  • a copy of a TIN certificate that has been certified;
  • a certified copy of the certificate of tax clearance;
  • a copy of a business license that has been certified;
  • Purchase of a VAT EFD Device;
  • For the office, a certified copy of the Lease Agreement (with stamp duty and withholding tax paid); and
  • Copies of the passports of the directors and shareholders.

A VAT can be obtained in as little as three business days.

Following the conclusion of a business’s registration, it is critical to investigate the various licenses and permissions that are necessary based on the industry in which the firm operates, necessitating the use of a lawyer or consultant. To learn more about the numerous incentives available in Tanzania, go to www.tic.go.tz and www.epza.go.tz

Procedures for registering a local business

The registry clears the following: – Applicants submit a letter for name clearing; the registry clears the following: –

  • The application name’s availability or non-availability
  • Prepare an ISIC-compliant Memorandum and Articles of Association and submit them to the Registrar for the registration procedure.
  • Compliance with all regulations pertaining to the company’s creation is stated on form no.14b, which is sworn before the Commissioner for Oath.
  • Ethics form signature and stamp
  • Signing and dating of the system-generated consolidated form

Contact us today to have your company registered in Tanzania.