Can a partner join a primary mining licence in Tanzania? Yes, within limits. A primary mining licence is granted only to Tanzanian citizens or companies wholly owned by citizens. A partner contributes equipment, capital or skills under a written agreement, or takes an interest in a company the law allows, while the holder keeps the licence. Any transfer or change of control needs the Mining Commission's consent.
What the law says
The Mining Act, Cap. 123, reserves primary mining licences (PMLs) for citizens of Tanzania and for companies whose members are all citizens. A PML covers a small area, is granted for a fixed term and is renewable. The Act requires the Mining Commission's consent to any transfer or assignment of a mineral right and to any change of control of the holder. The Mining (Minerals and Mineral Concentrates Trading) Regulations, 2018, govern who may buy minerals from a PML holder: licensed dealers and brokers, through the mineral markets the Commission runs.
The Government has also announced a review of who really controls companies serving the mining sector, after reports of citizen shareholders appearing on paper only. The Companies (Beneficial Ownership) Regulations, 2023, require beneficial owners to be filed with BRELA, with fines of TZS 5 million to 10 million for failing to keep the register (register ID NEW-01-02). Fursa365 asks for beneficial owners on every mining listing for that reason.
Who should read this
PML holders whose licences sit idle for lack of equipment, working capital or technical support. Equipment owners and contractors who want work for idle excavators, crushers and trucks. Investors, including non-citizens, who want exposure to small-scale gold, copper or gemstone production without buying a licence they cannot lawfully hold. Licensed dealers who want steady supply. Advocates and geologists advising any of them.
Which structures does the law allow?
| Structure | How it works | Consent needed |
|---|---|---|
| Contract mining or equipment hire | The partner supplies plant, operators and working capital under a service or hire agreement; paid by a day rate, a share of output or a share of sales | No transfer; the holder reports the arrangement where the Commission's conditions require |
| Offtake | A licensed dealer agrees to buy production at a basis tied to the Commission's indicative prices and the buyer's assay | Dealer licence (register ID F0622); sales through the mineral market |
| Joint venture agreement | Holder and partner share costs and output under a written JV; the licence stays in the holder's name | Depends on terms; anything amounting to a transfer or change of control needs the Commission's consent |
| Shares in the holder company | Only citizens may hold shares in a PML company; transfers between citizens need consent (register ID NEW-06-16, USD 500) | Mining Commission consent before the transfer is registered at BRELA |
| Upgrade to a mining licence | The holder applies for a mining licence, which non-citizens may hold with a local shareholding under the Act | New application; local content and shareholding rules apply |
A structure that puts a non-citizen in control of a PML, by nominee shareholding or by a side agreement, is unlawful and is refused at Fursa365 screening. The Act's reservation is enforced by the Commission, and the beneficial ownership review is aimed at exactly these arrangements.
What does the Mining Commission charge?
The Mining Commission's fees under GN 1 of 2018 are published and modest for PMLs. The register lists them with IDs so figures can be checked line by line.
| Item | Fee | Register ID |
|---|---|---|
| PML application; preparation; renewal; transfer | TZS 50,000; 50,000; 100,000; 500,000 | F0619 |
| PML annual rent, gold, diamonds, gemstones | TZS 90,000 per hectare, minimum TZS 180,000 under 2 ha | F0620 |
| PML annual rent, other minerals | TZS 45,000 per hectare, minimum TZS 90,000 | F0620 |
| Transfer of shares in a PML company | USD 500 | NEW-06-16 |
| Mineral dealer licence application | USD 200, non-refundable | F0622 |
| Mineral broker licence | Application TZS 50,000; licence TZS 200,000 | F0623 |
| Royalty on gross value, copper and gold | 6%; 4% for gold sold at refinery centres or to the Bank of Tanzania | F0624 |
| Inspection fee | 1% of gross value before clearance | F0625 |
| Withholding tax on purchases from PML holders | 2% | F0629 |
Which checks come before signing?
- Print the licence status from the Mining Commission portal yourself, dated the week you sign, and check the annual rent receipt.
- Confirm the holder's identity and citizenship, any co-holders, and any dispute or caveat on the licence.
- Walk the site with a geologist and a surveyor from the professional panel; confirm the beacons match the licence coordinates.
- Treat grade and tonnage claims as unproven unless a named Competent Person stands behind them under a recognised code.
- Check village land, community and environmental obligations; a PML on village land still needs the village's agreement to surface use.
- Confirm the holder company's beneficial ownership filing at BRELA matches the people in the room.
- Agree in writing how output is measured, assayed and sold, and who pays royalty, inspection fee and withholding.
How are grade and tonnage claims handled?
Fursa365 publishes technical numbers only when they come from a report whose author is named, with the reporting code it follows. A PML listing may say "artisanal production of about 40 grams a day" as the holder's statement, flagged as unverified, but it may not say "resource of 200,000 ounces" without a named Competent Person. Partners should budget for their own sampling programme before committing plant. A sampling and assay programme through a licensed laboratory is a few million shillings; a crusher sent to a site with no ore is tens of millions.
A worked example: an excavator partner on a gold PML in Geita
A contractor in Mwanza owns an idle 20 tonne excavator and a 10 tonne tipper. A PML holder in Geita has a 9.5 hectare gold licence, paid up (annual rent TZS 855,000 at TZS 90,000 per hectare, register ID F0620), with a working face and no plant. They agree a contract mining arrangement: the contractor supplies the plant, fuel and operators; the holder supplies the licence, the site and the labour; ore is processed at a licensed plant; sales go through the Geita mineral market to a licensed dealer.
Suppose monthly sales average TZS 48 million. Royalty at 6% (TZS 2.88 million) and inspection fee at 1% (TZS 480,000) are paid at the market before clearance, and the dealer withholds 2% (TZS 960,000) on the purchase (register IDs F0624, F0625, F0629). The agreement splits net proceeds after those charges and after fuel: a stated share to the contractor, the balance to the holder, with a monthly reconciliation signed by both. No shares change hands, so no Commission transfer consent is needed; the holder notifies the Commission of the contractor under its licence conditions. The figures are illustrative; the split is whatever the parties agree with their advocates.
What stops a listing at screening?
- A non-citizen named as a shareholder or beneficial owner of a PML company.
- A licence that is expired, unpaid or shown as disputed on the portal.
- A side agreement that gives the partner control of the licence or the right to sell it.
- Grade or tonnage claims without a named author.
- Any request for a loan, an advance or a deposit before the agreement.
- A proposal to sell minerals outside the licensed market or without a dealer licence.
What to do now
- Print the licence status from the Mining Commission portal and the latest rent receipt.
- Choose the structure from the table that fits what each side brings, with an advocate.
- Commission a site visit with a geologist and surveyor from the panel before any plant moves.
- List the opportunity on Fursa365 with the licence printout, beneficial ownership filing and the holder's statement of production.
- Sign the NDNCA when matched, then open the data room for the partner's own due diligence.
- Agree the measurement and sales route in writing: assay, market, dealer, royalty and withholding.
- Notify the Commission of any arrangement its conditions require, and apply for consent before any transfer.
Key dates and deadlines
| Item | When |
|---|---|
| PML annual rent | Yearly, on the anniversary of grant; unpaid rent risks the licence |
| Renewal application | Before expiry of the term stated on the licence |
| Beneficial ownership changes | Filed with BRELA within the period the 2023 Regulations set; late filing TZS 2,500 a month per form (register ID F0019) |
| Royalty and inspection fee | Before clearance of each sale at the mineral market |
| Fursa365 offer end date | Set by the holder, within 366 days |
How Zatra helps
Zatra Consultants Limited screens every mining listing for identity, citizenship, beneficial ownership, licence status and the lawful route before it is shown. As a client's own adviser under a PSFA, Zatra structures the arrangement, coordinates the geologist, surveyor and advocate the client chooses, runs the data room and records completion. Zatra does not practise mining law, does not buy, sell, store or export minerals, and does not decide or guarantee any outcome of the Mining Commission or BRELA. Mainland rules are described here; Zanzibar's mineral regime is separate and the parties' advocate confirms it where a Zanzibar party is involved.
Sources and status
Accurate as at 3 Nov 2026. Figures are from the sources below and from the Zatra government fees register, quoted with their register IDs so they can be checked line by line.
- Mining Act, Cap. 123 R.E. 2023. TanzLII, consolidated 2023. Accessed 3 Nov 2026.
- Mining (Minerals and Mineral Concentrates Trading) Regulations, 2018, as amended. Mining Commission of Tanzania, 2018 and GN 235 of 2019. Accessed 3 Nov 2026.
- Mining Commission fees, GN 1 of 2018, First Schedule. Mining Commission of Tanzania, 2018. Accessed 3 Nov 2026.
- Companies (Beneficial Ownership) Regulations 2023, GN 478 of 2023. BRELA, 2023. Accessed 3 Nov 2026.
- Government to probe who really owns mining service firms. The Respondent Online, 2 October 2026. Accessed 3 Nov 2026.
- TRA Taxes and Duties at a Glance 2025/2026, withholding on purchases from artisanal miners. Tanzania Revenue Authority, 2025. Accessed 3 Nov 2026.
- Zatra Tanzania Government Fees Register 2026, mining chapter. Zatra Consultants Limited, 2026 edition. Accessed 3 Nov 2026.
Figures to confirm before you act
- PML annual rent per hectare and minimum (register ID F0620)
- Royalty 6% and inspection fee 1% (register IDs F0624, F0625)
- Withholding 2% on purchases from PML holders (register ID F0629)
- Transfer of shares in a PML company USD 500 (register ID NEW-06-16)
General information prepared by the Fursa365 deal desk, Zatra Consultants Limited. It is not legal, tax or investment advice and does not decide or guarantee any authority's outcome. Confirm current rules and fees with the authority named and your own advocate before you act. Mainland Tanzania is described; Zanzibar has separate laws and bodies.
Questions readers ask
Can a foreigner own part of a PML?
No. A PML is reserved for citizens and wholly citizen-owned companies. A non-citizen takes part through a contract, a joint venture agreement or an offtake, or through a mining licence rather than a PML, where the Act allows foreign shareholding with local participation.
Does a contract mining arrangement need Commission consent?
Not as a transfer, because the licence does not move. The holder's licence conditions may require notification of contractors and of any arrangement that affects control. Anything that amounts to a change of control needs consent before it takes effect.
Who pays the royalty?
The holder, as the producer, at the mineral market before clearance, at 6% of gross value for gold and copper. The parties can agree in their arrangement who bears the cost in the split, but the legal liability stays with the holder.
Can the partner sell the minerals?
Only a licensed dealer or broker may buy, and sales go through the Commission's mineral markets. A partner that wants to trade needs a dealer licence (USD 200 application, register ID F0622) and must observe the export permit rules.
What happens if the licence expires during the partnership?
The arrangement has no asset to work. Agreements should make the holder responsible for renewal and rent, with the partner's right to step in to pay rent against the holder's share, and should end if the licence lapses.
Are grade claims on a Fursa365 listing verified?
No. Screening confirms identity, licence status and the route. Technical numbers appear only with a named author and code, and even then the partner does its own sampling. Fursa365 does not repeat unsupported numbers.
Can a PML be upgraded so a foreign investor can hold shares?
The holder may apply for a mining licence over the area, which non-citizens may hold with the local shareholding the Act requires. That is a fresh application to the Commission with its own fees and conditions, handled with an advocate.
Is village land consent needed for a PML?
The mineral right comes from the Commission, but surface use on village land needs the village's agreement and compensation under the Village Land Act, Cap. 114. Check both before plant moves to site.
Tanzania market entry, corporate governance and regulated-sector route decisions. Certified Financial Educator with more than twelve years in the financial sector.
