Company registration in Tanzania is carried out by the Business Registration and Licensing Agency (BRELA). All registrations of companies are completed using the modern Online Registration System (ORS) generated by BRELA. This system comprises of services which include the registration of Companies, Business Names, Trade and Service Marks and their respective post registrations, issuance of Patents and Industrial Licenses.
This article addresses the different types of companies registrable in Tanzania, procedure, requirements and costs of carrying out the registrations for each of them.
ONLINE COMPANY REGISTRATION IN TANZANIA
Companies intending to be registered in Tanzania must comply with the following prerequisites before proceeding with the online registration with BRELA:
- National Identification Number (NIN) from NIDA is required for all registrations service at BRELA; As such, only Tanzanian users who have National Identification Number (NIN) issued by the National Identification Authority (NIDA) will be able to access ORS services.All Directors, Company Secretaries and Shareholders of companies will have to provide their NINs otherwise, they will not be able to be registered on the ORS portal.
- Foreigners who want to register a company must use particulars of their International Passports issued by their respective Countries or a National Identification Number (NIN) issued by the National Identification Authority (NIDA).
- Tax Identification Number (TIN) issued by the Tanzania Revenue Authority (TRA) is compulsory for a Tanzanian citizen who will be appointed as a director of a company. Without having a Tax Identification Number (TIN), the Director will not be registered under the ORS portal. Foreigner’s Passport details are sufficient for foreigners.
- The new company is required to prepare Memorandum and Articles of Association during registration of the company. The objectives in the Memorandum and Articles of Association to be uploaded to the ORS must be in line with the objectives to be selected through the ORS directives.
TYPES OF COMPANIES IN TANZANIA
There are most importantly, three (3) types of company registrable in Tanzania depending on what the business owner or investor desires. These forms include:
LIMITED LIABILITY COMPANY IN TANZANIA
A limited liability company in Tanzania can either be a private or a public company. The main distinction between these two types of Limited Liability Companies is the number of members that the company is allowed to have
- Private Liability Company
These are companies formed by persons with prior relationship other than only business relationship. The minimum number of membership for this type of company is two (2) and the maximum is fifty (50). The shares of these companies are not freely transmissible as transferability is subject to strict control and regulations. This is because this type of companies may not list in the stock exchange for purposes of trading in shares.
2.Public Liability Companies
On the send hand of the divide, Public companies are more open ended. They are required to have a minimum of two (2) members but there is no maximum number of members because any person may subscribe and buy shares in the company, which may be listed in the stock exchange.
One condition for incorporating public liability companies is the issuance of an offer document which prior to its registration must be approved by the capital Markets and Securities Authority An offer document is an invitation to the general public to subscribe for shares. A public liability company needs to have very effective articles of association to regulate the relationships between the members themselves, members and company directors, dealers and stock brokers (in cases of listed companies) with the stock exchange.
A private company may be converted to a public company by merely amending its Articles of Association and issuing a prospectus.
PROCEDURE FOR REGISTRATION OF A COMPANY IN TANZANIA
Incorporation of a Private or Public Liability Company in Tanzania is carried out in the following three (3) steps:
1st Step: Fill all company details into the Online Registration System (ORS) Portal
All the particulars of the company intending to be registered must be filled into the ORS portal by the registered ORS user. The information required to be filled include details of share structure, company registered office, companies general objectives, the company secretary information, company directors information, company shareholders information etc.
2nd Step: Upload Scanned Copies of Documents into the Online Registration System (ORS) Portal
After completion of the first step, the system generates some documents which should be printed out. These documents contain the information that were filled in and the registered user is required to download them and have them signed by all directors and company secretary.
After signing, the documents are required to be scanned in pdf format together with the Memorandum and Articles of Association of the company and uploaded into the ORS for approval. At this step, the system will generate the control number for payment after the documents have been properly uploaded. Payment can either be made through depositing the prescribed fees in Bank or though mobile payment.
3rd step: Download and Print the Certificate of Incorporation
Once the documents have been submitted Online Registration System, the Registrar of companies, after approving all the attachments uploaded into the system, issues a Certificate of Incorporation to the company. This document can be received electronically and printed out by the registered ORS user.
REGISTRATION OF A FOREIGN COMPANY IN TANZANIA
Foreign companies are companies incorporated outside Tanzania mainland who intend to come into the country. Even if all the subscribers and/or shareholders are nationals of the United Republic of Tanzania, the companies are regarded as foreign. They are registered under part XII of the Companies Act.
Generally, a foreign company who intends to establish a business in Tanzania, has two (2) options:
- Register a local limited liability Tanzanian company as a subsidiary of the already registered company; or
- Register a foreign limited liability company in Tanzania as a branch; having an established place of business in Tanzania.
The Registration procedure of this type of companies includes the submission to the Registrar of:
- Certified copies 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.
- List of persons who are directors and company secretary of the company.
- Names and addresses of one or more persons, resident representatives of the company in Tanzania. This person will be authorised to accept the service of courtr documents 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.
- 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.
- Consolidated form signed all directors and company secretary to be uploaded on the Business Registration Licensing Agency (BRELA) online system.
Once a foreign company is registered, a Certificate of Compliance is issued by the Registrar.
CERTIFICATION OF INCORPOTRATION TANZANIA
It is important to note the distinction between a certificate of Incorporation in Tanzania and a Certificate of Compliance. After a company owned by local shareholders is incorporated in Tanzania, a certificate of incorporation is issued however, for companies owned by foreigners looking to do business in Tanzania, a certificate of compliance is issued.
BRELA COMPANY REGISTRATION COST
The cost of registering a private of public liability company in Tanzania is dependent on the nominal share capital of the company and they type of company to be incorporated. The cost ranges from TSHS 95,000 to TSHS 440,000.
Foreign Companies are required to pay a registration fee of USD750 for registering the certified copy of a charter, statute or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company.