The Zanzibar Business and Property Registration Agency (BPRA) has introduced Practice Directive No. 2 of 2025, establishing a minimum share capital requirement of TZS 100,000,000 for certain companies operating in Zanzibar.
This directive significantly affects foreign-owned companies and businesses operating in high-value economic sectors.
The regulation aims to improve business credibility, financial stability, and regulatory compliance in Zanzibar’s growing investment environment.
Companies Affected by the New Capital Requirement
The new TZS 100 million minimum capital requirement applies to two main categories of businesses.
- Companies with Foreign Shareholders
Any company that has foreign ownership, even if the foreign shareholding is very small, must maintain a minimum share capital of TZS 100,000,000.
This rule applies regardless of:
- The percentage of foreign ownership
- The number of foreign investors
- The company’s business activities
- Companies Operating in High-Value Economic Sectors
The directive also applies to companies operating in sectors that involve large financial transactions or major investments, including:
- Real estate and construction
- Import and export businesses
- Logistics and transportation
- Manufacturing and industrial production
- Tourism and hospitality
- Financial and investment services
- Mining, energy, and natural resources
- Telecommunications and technology
The Registrar may also apply this requirement to other businesses involving significant financial activities.
Steps to Comply with the New BPRA Directive
Companies operating in Zanzibar should take the following steps to ensure compliance:
Review Shareholding Structure
Confirm whether your company has any foreign shareholders.
Check Business Activities
Review the company’s Memorandum and Articles of Association to confirm whether it operates in regulated sectors.
Increase Share Capital
Pass a company resolution to increase share capital to TZS 100,000,000 or more.
Provide Proof of Capital
Submit supporting documents such as:
- Bank confirmation letter
- Bank statement showing capital deposit
- Certification from an auditor or accountant
File Changes with BPRA
Register the updated share capital with the Zanzibar Business and Property Registration Agency.
Consequences of Non-Compliance
Failure to comply with the directive may lead to regulatory action under the Companies Act, including:
- Refusal of company registration
- Rejection of regulatory filings
- Suspension of business operations
- Other measures determined by the Registrar
Important Rules About Share Capital
Companies should also note the following requirements:
- Share capital must be declared in Tanzanian Shillings (TZS) under the Companies Regulations 2017.
- The Registrar may require proof that the share capital has been fully paid.
- Acceptable proof may include bank statements or auditor confirmation.
Why the BPRA Introduced the New Rule
The directive was introduced to ensure that companies operating in Zanzibar:
- Maintain sufficient financial capacity
- Protect investors and stakeholders
- Improve transparency in business operations
- Align with international investment standards
This regulation strengthens Zanzibar’s reputation as a reliable investment destination.
Conclusion
The introduction of Practice Directive No. 2 of 2025 by the Zanzibar Business and Property Registration Agency (BPRA) marks a major shift in Zanzibar’s corporate regulatory framework and investment environment. The new TZS 100,000,000 minimum share capital requirement demonstrates the government’s commitment to strengthening financial accountability, improving corporate transparency, and enhancing investor confidence across key economic sectors in Zanzibar.
For foreign investors, multinational companies, and businesses operating in sectors such as real estate, tourism, construction, logistics, manufacturing, telecommunications, energy, and financial services, compliance with the new BPRA capital requirements is now an essential legal obligation. Companies that fail to meet the new standards may face registration delays, rejection of corporate filings, operational restrictions, or other regulatory measures imposed by the Registrar.
At the same time, the directive presents a significant opportunity for serious investors seeking to establish credible, well-structured, and legally compliant businesses in one of East Africa’s fastest-growing investment destinations. Zanzibar continues to attract international investors due to its strategic location, investor-friendly policies, expanding tourism industry, and increasing demand for infrastructure, real estate, and commercial development.
Businesses planning company registration in Zanzibar, foreign investment projects, hotel developments, import and export operations, or large-scale commercial activities should proactively review their corporate structure, share capital position, and regulatory compliance strategy to ensure full alignment with the latest BPRA requirements.
GERPAT Solutions provides professional legal and corporate advisory services for local and foreign investors seeking to establish or maintain compliant business operations in Zanzibar and mainland Tanzania. Our services include:
- Company registration in Zanzibar and Tanzania
- Share capital restructuring and compliance
- BPRA filings and regulatory support
- Foreign investment advisory services
- ZIPA registration and Investment Certificates
- Business licensing and corporate compliance
- Work permits and residence permits
- Trademark registration and intellectual property protection
As Zanzibar continues to modernize its investment and corporate regulatory system, businesses that act early and maintain proper compliance will be better positioned to access investment opportunities, secure government approvals, strengthen investor confidence, and achieve long-term business growth in the region.
For professional assistance regarding BPRA compliance, company registration in Zanzibar, foreign investment regulations, and corporate legal advisory services, contact our team today.
Author: Gerald Magubika – Managing Partner at GERPAT Solutions, specializing in company registration, corporate compliance, foreign investment advisory, trademark registration, and legal support services in Tanzania and Zanzibar.
Our experts ensure that your company meets all legal requirements when doing business in Zanzibar.
Reach to out Team at www.gerpatsolutions.co.tz , info@gerpatsolutions.co.tz, +244 742 826 955