Starting a Business

Company Registration Procedures
For investors who pass through TIC facilitation registration will be processed by TIC. All enterprises operating in Tanzania, whatever their legal forms, must register with the Business Registration and Licensing Agency (BRELA) of the Ministry of Industry & Trade. However, other approvals, permits, and licenses, are also required depending on the sector in which the company intends to operate. Private companies are required to have at least two directors.
 
Types of Companies
Companies Act Cap.212 introduced four main types of companies as follows:
• Private companies
• Non-private companies (Public)
• Foreign companies (companies incorporated out of Tanzania)
• Parastatal or state owned companies
 
Private companies
• Private companies are normally formed by persons with prior relationships other than only business relationship
e.g. father and son’s and or daughters, friends etc.
• Minimum number of membership for a private company is two and maximum is fifty excluding persons who become
member by virtue of being employees of the company.
• The shares of these companies are not freely transmissible. The transferability is subject to strict control and regulations, as such, these types of companies may not list on the stock exchange for purposes of trading in shares.
• These types of companies are supposed to submit annual returns and any other statutory fillable documents to the
Registrar (e.g. Changes of particulars of directors, change of company names etc.). Filing fees are also payable and
penalty for late filing is also levied.
 
Foreign companies (companies incorporated out of Tanzania)
• These are companies incorporated outside Tanzania. Their offices in Tanzania are treated as branches of foreign company. Even if all subscribers and our shareholders are nationals of the United Republic of Tanzania, the companies are regarded as foreign. They are registered under part XII of Cap.212.
 
• The Registration procedure of this type of companies includes the submission of:
1. Certified copies of Memorandum and Articles of Association.
2. Notice of the location of the registered office in the country of domicile.
3. List of Directors of the company.
4. Persons resident in the country who are the representatives of the company
5. Copy of the most recent accounts and related reports of the company
a. Fees payable are US$500 towards registration fees and US$600 for filing
b. Certificate of Compliance is issued to applicants after the process
 
Note: All companies need to submit annual returns which are done in prescribed forms.
Audited company accounts form a part of the returns. Foreign companies are required to file only audited balance sheets of their companies.
 
Registration procedures
1. Applicants submit a letter for name clearance; the registry clears the proposed name after search. The registry
search is to establish:
a. The availability or non-availability of the applied name
b. Desirability of such name
2. Applicants are then advised if the name is available or not after which they prepare Memorandum and Articles of Association and submit the same to the Registrar for registration process
3. Compliance with all requirements relating to the formation of the company is declared in form No: 14b, which is
sworn before a Commissioner for oath. Particulars of directors are given through form 14a and notice of the situation of the registered office is also given through the same form 14a, where physical locations and postal addresses must be provided
 
Fees Payable
There are three types of fees payable by applicants for registration of new companies:
 
Fee Details
Registrations Fees Fees based on nominal share capital of the Company. Minimum share capital range is TZS 20,000 to 500,000 (US$ 12.45 to 311.24) where corresponding fee is TZS 50,000 (US$ 31.12).
Highest band is share capital in excess of TZS 30,000,000 (US$ 18,674) where corresponding fee is TZS 300,000 (US$
186.74)
Filing fee TZS 45,000 (US$ 28) for the whole application, meaning TZS 15,000 (US$ 9.34) for each document i.e. Memorandum and Articles of Association, Form no.14a and 14b.
Stamp Duty Each copy of the Memorandum and Articles of Association is charged a stamp duty of TZS 5,000 (US$ 3.11) and form 14Ib is charged a stamp duty of TZS 1,200 (US$ 0.75).
 
Patent Registration
What is a Patent?
A patent is an exclusive right granted by the Government to an inventor for a limited amount of time, normally 20 years from the time of filing. However, this right is only valid during the lifetime of the patent. When this time expires, the patent falls in the public domain and it can be used by anyone for commercial or any other purpose.
 
How is Patent Granted?
An inventor or any person who has a right over an invention files a patent application with the office of the registrar of patents. This application should contain a title of the invention, description of the invention, stating the technical field under which the invention falls. The description should be in clear language to be understood by a person
with an average understanding in the field such that they can work on the invention basing on the description. More elaboration such as drawings should be made and should also state what is claimed in the invention.
 
Kinds of Inventions that can be protected
In order for an invention to be protected, it must be:
• Novel, not obvious that it should be new in the field
• Should be of practical use
• Must contain inventive steps.
This excludes scientific theories, mathematical theories, discoveries of methods of medical treatment
• Should be industrially reproducible.
 
How to register a Trade and/or Service Mark
The application for registration of a trade mark or service mark is made by filing form namely TM/SM2, which can be obtained from the office of the Registrar of Trade/Service Mark or from Trade and Service Mark agents.
 
Industrial License
The Industrial Licensing Division implements the National Industries Licensing and Registration Act No. 10 of 1967 (as amended by ACT No.13 of 1982). The act makes provision for orderly Promotion and Development of Industries to provide for Registration and Licensing of Industries. There are two methods of issuing out Industrial Licenses to
firms, and it is dependent on whether the requesting firm goes through the Tanzania Investment Centre (TIC) or the Board.
 
Firms with TIC Approval
These companies are generally those with investments greater than TZS 100 million (US$ 62,200). These firms start at TIC (seeking exemptions), who scrutinize their documents, and issue a Certificate of Incentive approval. A copy of this certificate is then presented to the Registrar together with the appropriate BRELA forms filled
in. The Registrar then issues and Industrial License to the firm.
 
Types of Certificates
Enterprise whose capital investment cost is lower than TZS 100 million (US $ 62,200) get a Certificate of Registration. These applications are approved by the registrar of Industries without passing through the board. Enterprise whose capital Investment is above TZS 100 million (US $ 62,200) qualify for Industrial License.
 
Fees
Enterprise with investment cost of over TZS 100 million pay a fee of US$ 500or its equivalent in TZS. For license projects with investment cost less than TZS 100 million pay US$ 400 or its equivalent in TZSs for issuance
of certificate of registration.
 
Business Licensing
The business license desk at TIC processes business licenses from Investors, issues Temporary business licenses for 60 days and Permanent License after Investors obtain all necessary documents. The Ministry of Industry and Trade provides licenses which have International level and Municipal issues license which has national level.
 
Application Requirements for Business License:
• Photocopy of certificate of incorporation
• Memorandum and articles of association
• Proof of Tanzania citizenship e.g. photocopy of passport or birth certificate.
 
In case of non- citizen, residence permit class A showing that the holder is an Investor in that Company/Business.
• Lease agreement or title deed
• TIN
• In case the shareholders of the company are non-residents but not living in Tanzania, Powers of Attorney to a Citizen/ Resident Permit should be submitted
• Additional Requirements for Specific Business:
• Customs Agency Licenses for a Clearing and Forwarding Company, Customs Agency License (CAL) for those applying for clearing and forwarding licenses.
• Tourism Agency License (TALA) for those applying licenses related to tourist promotions e.g. Tourist Hotels, Travel Agents, Tour Operators, hunting etc.
• Professional Certificates/Authority for all Professional Businesses. E.g. Running Hospitals, Dispensaries, Advocates, Pilots, Ship Captains, etc.
• Certificate to authorize aircraft to fly (Air worthiness) or ship to sail (Sea worthiness)
Note: The recently introduced Business Activities Registration Act 2007 has replaced the Business Licensing Act No. 25 of 1972. Under the new system, each business activity operating in Tanzania shall be registered permanently in the registry. The Business Activities Registrar can suspend a certain business activity if any of the following
happens:
• The business premise ceases to be useful for the intended purposes
• The owner is convicted of any offence
• Bankruptcy, or
• Failure to comply with the conditions of the certificate.
 
Each application shall contain the following:
1. Name of the business
2. Date of commencement
3. Name and nationality of owners
4. Nature and core of activity of the business
5. The number of employees in the business and if the business has more than one branch a number of employees in each sub branch.
6. The physical and postal address of the business
7. Chief executive or anyone in charge in the company
8. In the case of a subsidiary business, the name and location of the head office and TIN.
 
Certificate of Incentives
TIC issues a formal certificate of incentives. Although investments in the mining and petroleum sector are obliged to follow the Mining Act 1998 and Petroleum (Exploration and Production) Act 1980, TIC helps investors to obtain authorizations required by other laws to set up and operate businesses in Tanzania.
 
Requirements for the Certificate of Incentives:
• Three copies of the project business plan/feasibility study
• One copy of the memorandum and articles of association
• One copy of certificate of incorporation
• Covering letter and three copies of TIC application forms
• One copy of a company board resolution
• One copy of an evidence of land ownership
• One copy of an evidence of financing
 
Additional Requirements for Specific Business:
• Customs Agency Licenses for a Clearing and Forwarding Company, Customs Agency License (CAL) for those applying clearing and forwarding licenses.
• Tourism Agency License (TALA) for those applying licenses related to tourist promotions e.g. Tourist Hotels, Travel
Agents, Tour Operators, hunting etc.
• Professional Certificates/Authority for all Professional Businesses. E.g. Running Hospitals, Dispensaries, Advocates, Pilots, Ship Captains, etc.
• Certificate to authorize aircraft to fly (Air worthiness) or ship to sail (Sea worthiness)
Note: The recently introduced Business Activities Registration Act 2007 has replaced the Business Licensing Act No. 25 of 1972.
Under the new system, each business activity operating in Tanzania shall be registered permanently in the registry. The Business Activities Registrar can suspend a certain business activity if any of the following happens:
• The business premise ceases to be useful for the intended purposes
• The owner is convicted of any offence
• Bankruptcy, or
• Failure to comply with the conditions of the certificate
 
Each application shall contain the following:
1. Name of the business
2. Date of commencement
3. Name and nationality of owners
4. Nature and core of activity of the business
5. The number of employees in the business and if the business has more than one branch a number of employees in each sub branch.
6. The physical and postal address of the business
7. Chief executive or anyone in charge in the company
8. In the case of a subsidiary business, the name and location of the head office and TIN.
 
For further information, please contact:
Chief Executive Officer
Business Registration and Licensing Agency (BRELA)
P. O. Box 9393, Dar Es Salaam, Tanzania
Tel: 2180141/2180113
Fax: 255-22-2180371