What are the steps for selling shares in a private company in Tanzania? Agree the sale in writing and check the articles for pre-emption and director approval. Sign a stamped instrument of transfer and enter the change in the register of members. File any beneficial ownership change with BRELA and pay capital gains tax and stamp duty. Obtain any competition or sector consent first. An advocate drafts the agreement.
What the law says
Share transfers in a private company are governed first by the Companies Act, Cap. 212 R.E. 2023, then by the company's articles, then by any shareholders' agreement. Part III of the Act, sections 76 to 86, deals with transfer of shares and evidence of title. As shown in the contents of the Revised Edition, section 79 says a transfer is not registered except on production of an instrument of transfer. Section 82 deals with notice of refusal to register a transfer. Section 86 deals with notifying the Registrar of a transfer. The operative text of those sections was beyond the readable part of the PDF, so confirm their wording with your advocate before relying on a pinpoint.
Tax follows the transaction. The Income Tax Act, Cap. 332 R.E. 2023 taxes gains on shares under the rules for gains and losses on assets, sections 36 to 41, with a single instalment due on realisation under section 115. Stamp duty is charged under the Stamp Duty Act, Cap. 189. Competition clearance is under the Fair Competition Act, Cap. 285.
Fursa365 does not buy or sell shares or hold money. Its business deals desk matches qualified private equity participation, mergers and acquisitions, joint ventures and transfers with demand verified by Zatra Consultants Limited. The buyer and seller sign the agreement with their own advocates and pay each other directly.
Who should read this
Owners selling all or part of a private company. Investors and strategic buyers taking a stake. Directors who must register a transfer. Executors and heirs holding shares. Accountants and advocates preparing the closing. Foreign buyers and sellers of a Tanzanian company.
Share sale or business sale?
The two routes differ in what moves, what is taxed and who must consent. Choose the route before the price is agreed.
| Point | Share sale | Business or asset sale |
|---|---|---|
| What the buyer gets | The company with all its history and liabilities | Chosen assets, contracts and staff, not the company |
| Who sells | The shareholders | The company |
| Main tax on the seller | Capital gains tax on the shareholder's gain | Tax inside the company on the gain, then tax on any distribution |
| Stamp duty | 1% of the value of the shares approved by the Board (register ID F0264) | Rates by instrument, such as conveyance of land (register ID F0262) |
| VAT | No supply of goods by the company | The VAT Act treats a business sold as a going concern as a single supply that is not a supply, in the R.E. 2019 text read; confirm current numbering |
| Licences and permits | Stay with the company; some regulators must approve the change of owner | Often must be re-issued or transferred to the buyer |
| Employees | Stay with the company | A transfer-of-business rule in the Employment and Labour Relations Act was not found; take advice |
What does the Companies Act require for a share transfer?
Four steps recur in practice. First, a written instrument of transfer signed by the seller and the buyer. Second, the company registers the transfer in the register of members, which the Act deals with at section 118 in the contents read. Third, the company issues a new share certificate. Fourth, the company tells the Registrar of the change through its filings.
The Act's sections 79 and 82 show that a company may refuse to register a transfer and must give notice of refusal. The 2002 Act required that notice within sixty days of lodgment. The Revised Edition 2023 body text was not read, so confirm whether that period survives. Whether a company may refuse, and on what grounds, usually comes from its articles. Private companies often restrict transfers and give existing shareholders pre-emption rights. The articles are a primary document that the buyer's advocate must read.
What do the articles and a shareholders' agreement add?
The articles may require directors' approval of a transfer, give other members a right of first refusal, set a price formula, or include drag-along and tag-along rights. A shareholders' agreement can add consent rights, non-compete terms and warranties. A transfer that ignores them can be refused, set aside or lead to a damages claim.
The Companies Act also gives minority shareholders remedies for unfair prejudice and derivative actions, at sections 236 and 237 in the Zatra legal desk reference. A buyer of a minority stake should ask what rights it will hold, and a seller of control should ask what duties it leaves behind. Zatra's guide on joint venture and shareholders agreements sets out the clauses.
What must be filed with BRELA?
The Companies (Forms) (Amendment) Rules, 2026, Government Notice 82 of 20 March 2026, replaced the whole Schedule of forms. It contains no registrar form for a transfer between existing members. The transfer is recorded by the stamped instrument and the register of members, and it shows in the next annual return, Form 131, which lists shares transferred since the last return. Zatra's own note on the rules reaches the same reading, and Zatra's guide to the 2026 BRELA company forms lists them.
If ultimate ownership changes, beneficial ownership forms are filed. The 2026 Schedule contains forms 15b to 15f for particulars, ceasing to be an owner, declarations and changes. Under the Companies (Beneficial Ownership) Regulations, 2023, Government Notice 478, regulation 5(1) as read in a law firm's copy requires a change in an indirect beneficial owner to be lodged within 30 days. Regulation 10 sets a fine of TZS 5 million to TZS 10 million. Read the official copy before relying on those numbers.
| Filing | Government fee | Register ID |
|---|---|---|
| Any document delivered to the Registrar | TZS 22,000 per document | F0005 |
| Late delivery | TZS 2,500 per month or part | F0006 |
| Beneficial ownership forms | TZS 22,000 per form; late TZS 2,500 per month | F0019 |
| Annual return | TZS 22,000 | F0007 |
The control number BRELA issues governs the amount payable on the day.
What tax and duty apply?
| Item | Rate or rule | Register ID |
|---|---|---|
| Capital gains tax on shares in a resident entity, resident seller | 10% of the gain | F0236 |
| Capital gains tax, non-resident seller | Register shows 30%; the TRA 2025/26 summary shows 20%. Confirm before quoting | F0236 |
| Stamp duty on transfer of shares | 1% of the value of the shares approved by the Board | F0264 |
| Stamp duty on the sale agreement | TZS 2,000 | F0267 |
| Withholding on dividends, listed company | 5% | F0205 |
| Withholding on dividends, other | 10% | F0207 |
The TRA summary says the capital gains tax return is filed at the time of the transfer and payment is due within 30 days. Stamp duty on instruments executed in Mainland Tanzania is paid within 30 days of execution. An unstamped instrument has a second cost. Section 47 of the Stamp Duty Act, as read, bars admitting an instrument chargeable with duty in evidence unless duly stamped.
Dividends paid after the sale are separate. The sale does not change the withholding on them. A practice note says a TRA tax clearance certificate is needed before BRELA registers a transfer. That rests on one law firm article and no statutory basis was found, so ask BRELA and TRA what they require.
What is an indirect transfer?
A sale of shares in a foreign parent that owns a Tanzanian company can still trigger Tanzanian tax. Section 56 of the Income Tax Act, as numbered in the Revised Edition 2023, deals with a change in the underlying ownership of an entity. The Court of Appeal quoted the test as a change of more than 50% compared with ownership at any time in the previous three years, in Commissioner General, TRA v Village Supermarket Limited, Civil Appeal No. 10 of 2024, judgment of 26 November 2025. The court held that a 99.9% acquisition of the shares by a Mauritius group triggered the section, rejected a look-through to the group's shareholders and allowed the TRA's appeal. The court treated the entity as realising its assets and liabilities.
A 2017 Hogan Lovells note says a rate of 30% applies, paid by the Tanzanian entity, with no treaty relief. The Court of Appeal text read does not state that rate, so treat it as unverified. A seller or buyer in a cross-border chain should take tax advice before signing, not after.
When is Fair Competition Commission clearance needed?
The Fair Competition Act treats an acquisition of shares or a business that results in a change of control as a merger, as reported by Clyde and Co. A merger that meets the threshold must be notified and cleared. The Zatra fees register gives the notification threshold as TZS 3.5 billion combined market value of assets or turnover in Tanzania, under Government Notice 222 of 2017 (register ID F0173). Law firm notes give the same figure. One 2017 firm note gives TZS 3.6 billion in its body text, so the register is the better reading, but confirm with the Commission.
The filing fee runs from TZS 25 million for a combined value of TZS 800 million to 25 billion, to TZS 100 million at TZS 100 billion and above (register ID F0172). Legal 500 and Rive and Co describe a regime in which implementation is suspended until clearance, with a five-day completeness check and a 14-day initial review, but they differ on whether days are calendar or working days. In Tanga Fresh Ltd v Fair Competition Commission, the Tribunal upheld a fine of TZS 460,945,000, being 5% of turnover for 2009, and held that gun-jumping needs no intent. A regional regime under the East African Community applies from 1 November 2025 with its own thresholds, according to Legal 500. Whether a minority stake gives control is a fact question for an advocate.
Which sector or land consents can block a sale?
Some licences make a change of owner a regulated event. Under the Banking and Financial Institutions Act, 2006, as read in the Bank of Tanzania's copy, a transfer that gives a person 5% or more of voting shares in a bank is void without the Bank's prior approval. Beneficial ownership is capped at 20% of voting shares. For mining, the Act requires the licensing authority's written consent to assign a special mining licence or mining licence. A change of control rule for shares was not found in the text read, so ask the Mining Commission. Telecoms, insurance, energy, tourism and capital markets regulators may also have rules, which Rive and Co lists without sections.
For land, the Land Act, Cap. 113 makes a disposition inoperative without the Commissioner's approval where approval is required. A company with majority non-citizen ownership is treated as a non-citizen and can hold rights only for approved investment purposes. The sections read differ between the 2019 and 2023 editions, so verify numbering. TISEZA certificate holders may have conditions on changes of ownership, but no primary source was found.
What changes for a foreign buyer or seller?
The Foreign Exchange Regulations, 2022 were amended by Government Notice 206 of 2026, published 17 July 2026 under the Foreign Exchange Act, according to Clyde and Co. Regulation 20 was replaced with a general permission for non-residents to buy, sell or transfer securities in Tanzania. The note does not discuss registration of foreign investment or repatriation of sale proceeds, so confirm both with a bank and the Bank of Tanzania.
A non-resident seller faces the capital gains rate question above, a treaty check and, in many sales, a withholding mechanism written into the agreement. A foreign buyer of a company that holds land should read the non-citizen rules on land first.
What about Zanzibar?
Zanzibar company law is the Companies Act, No. 15 of 2013, administered by the Business and Property Registration Agency, which lists company forms including a particulars-of-contract form relating to shares and a share certificate form. The Zanzibar Revenue Authority lists stamp duty on transfer of shares at 1%, payable by the transferee, under the Stamp Duty Act, No. 7 of 2017. A Zanzibar capital gains rule and income tax statute were not located. A Mainland filing does not cover Zanzibar and the reverse. A company with operations in both needs advice in both.
A worked example: selling 40% of a manufacturing company
A resident founder sells 40% of a private Mainland company for TZS 2.5 billion. Her cost base in those shares is TZS 400 million. The gain is TZS 2.1 billion. Capital gains tax at 10% for a resident is TZS 210 million (register ID F0236). Stamp duty at 1% of a value of TZS 2.5 billion would be TZS 25 million if the approved value equals the price (register ID F0264), plus TZS 2,000 on the sale agreement (register ID F0267). Filing the annual return costs TZS 22,000 (register ID F0007) and a beneficial ownership form TZS 22,000 (register ID F0019) if ultimate ownership changes. Government charges here total about TZS 235 million, to which Zatra's professional fee is separate.
The buyer is a company with combined assets and turnover with the target above TZS 3.5 billion. Whether a 40% stake gives control decides whether the sale is a merger that needs clearance. If it is, the filing fee is TZS 25 million at the lowest band (register ID F0172) and completion waits for clearance. The parties' advocates read the articles for pre-emption and director approval. The figures are illustrative. The tax authority and the Commission decide their own matters.
How does Fursa365 fit into a share sale?
A seller lists a qualified offer to sell a stake, or a buyer posts a participation request, with the company's registration, ownership and financial summary. Zatra screens the facts and verifies the other side. Names stay private until both sign the NDNCA. The buyer then runs its own due diligence with its accountant, advocate and, where needed, valuer.
The sale agreement is drafted by an advocate and the money moves between the parties, never through Fursa365. Zatra's success fee, if the client engages Zatra, is a professional fee under a PSFA, not a commission on the price paid to the platform. See the business deals desk for the routes and the NDNCA guide for the protection.
What to do now
- Choose the route: share sale or business sale, with your accountant's view on tax for each.
- Read the articles and shareholders' agreement for pre-emption, director approval and drag or tag rights.
- Map consents: competition, sector regulator, land approval and any lender's consent.
- List the offer or request on Fursa365 with an end date, and sign the NDNCA when matched.
- Run your own due diligence with your advocate and accountant.
- Sign advocate-drafted agreements, stamp the instrument and register the transfer.
- File and pay on time: BRELA documents, beneficial ownership forms, capital gains tax and stamp duty.
Key dates
| Item | Date or period |
|---|---|
| Beneficial ownership change | 30 days, as read in Government Notice 478 of 2023 |
| Capital gains tax payment | Within 30 days of transfer, as stated in the TRA summary |
| Stamp duty on a Mainland instrument | Within 30 days of execution |
| Late BRELA filing | TZS 2,500 per month or part (register ID F0006) |
| Competition filing | Before implementation, once the threshold is met |
| Annual return | Lists shares transferred since the last return (Form 131) |
How Zatra helps
Zatra Consultants Limited screens the offer, structures the transaction file, prepares the BRELA and tax steps and coordinates the client's advocate, accountant and valuer. Zatra does not hold money, act as an escrow agent, value a company, license anyone or give a legal opinion. The Registrar, TRA, the Fair Competition Commission and sector regulators decide their own matters, and Zatra does not decide or guarantee any authority's outcome. Disputes, litigation and formal legal opinions go to an advocate. Mainland rules are described. A Zanzibar company or a company with Zanzibar assets follows separate Zanzibar law and bodies.
Related pages on Fursa365 include the verification standard, how Fursa365 works and regulatory boundaries.
Sources and status
Accurate as at 6 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.
- Companies Act, Cap. 212 R.E. 2023. BRELA, Revised Edition 2023. Accessed 6 Nov 2026.
- Companies (Forms) (Amendment) Rules, 2026, GN 82. BRELA, 20 March 2026. Accessed 6 Nov 2026.
- Taxes and Duties at a Glance 2025/2026. Tanzania Revenue Authority, July 2025. Accessed 6 Nov 2026.
- TRA stamp duty page. Tanzania Revenue Authority, undated page read 2026. Accessed 6 Nov 2026.
- Banking and Financial Institutions Act, 2006. Bank of Tanzania, Act No. 5 of 2006. Accessed 6 Nov 2026.
- Commissioner General TRA v Village Supermarket Limited, Civil Appeal No. 10 of 2024. Court of Appeal of Tanzania, judgment of 26 November 2025, copy hosted by FB Attorneys. Accessed 6 Nov 2026.
- Merger controls in Tanzania: key lessons. Clyde and Co, 13 February 2026. Accessed 6 Nov 2026.
- Tanzania merger control. Legal 500, 2026 edition. Accessed 6 Nov 2026.
- Key amendments to the Foreign Exchange Regulations. Clyde and Co, 17 August 2026. Accessed 6 Nov 2026.
- Zanzibar stamp duty. Zanzibar Revenue Authority, 2025 edition. Accessed 6 Nov 2026.
- Change in control tax in Tanzania. Hogan Lovells, November 2017, secondary. Accessed 6 Nov 2026.
- Zatra Tanzania Government Fees Register 2026, company and tax chapters. Zatra Consultants Limited, 2026 edition. Accessed 6 Nov 2026.
Figures to confirm before you act
- Non-resident capital gains rate on shares: register ID F0236 shows 30%, the TRA 2025/26 summary shows 20%; confirm before quoting
- Stamp duty on a share transfer is 1% of the value approved by the Board (register ID F0264); confirm who approves the value
- FCC threshold TZS 3.5 billion (register ID F0173, Government Notice 222 of 2017) and filing fees TZS 25 million to TZS 100 million (register ID F0172); review periods differ between sources
- The 30% rate and notice duties attributed to indirect transfers in a 2017 note are not stated in the Court of Appeal text read
- Section numbers for the Companies Act share transfer sections come from the contents list; operative text was not read
- Whether TRA clearance is required before BRELA registers a transfer: one practice note, no statutory basis found
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
Do I need a lawyer to sell shares?
The law does not make every share transfer an advocate's task, but a sale agreement, warranties and tax allocation are legal drafting. The Advocates Act restricts who may prepare certain instruments for reward. Use an advocate for the agreement and any dispute, and an accountant for the tax.
How long does it take to register a share transfer?
No fixed period was found in the text read. The 2002 Act gave a company sixty days to give notice of refusal, and the Revised Edition 2023 period should be confirmed. Practical timing depends on the company, the articles and any consent.
Who pays capital gains tax, the buyer or the seller?
The seller is the taxpayer on the gain. The agreement can allocate cost or require a withholding or retention, which is a commercial term for your advocate. A resident seller's rate is 10% (register ID F0236).
Is stamp duty charged on the whole price?
The register shows 1% of the value of the shares approved by the Board (register ID F0264). If the approved value differs from the price, the duty follows the approved value. Confirm the approval step and pay within 30 days of execution.
Does selling a minority stake need competition clearance?
Only if it is a merger, which the Act ties to a change of control, and the notification threshold is met. A 40% stake may or may not carry control on the facts. An advocate should read the articles and rights before you decide.
What if the company's articles give others pre-emption rights?
The seller must offer the shares to those members first on the articles' terms. A transfer in breach can be refused, set aside or lead to a claim. Check the articles and any shareholders' agreement before you sign a sale.
What changes if the buyer is foreign?
A general permission for non-residents to buy and sell securities was introduced by Government Notice 206 of 2026. Land holdings, sector licences and repatriation of proceeds need separate checks with a bank, the Bank of Tanzania and an advocate.
Does Fursa365 take a commission on the price?
No. Fursa365 receives no money from either side. If you engage Zatra to structure the sale, its success fee is a professional fee under a PSFA, separate from government charges and from any price paid between the parties.
CPA. Tax compliance, VAT and withholding planning, financial governance and bankable business plans. Sixteen years in accounting and finance.
