Corporate & Commercial Law

Corporate & Commercial Law in Tanzania

From company incorporation to board governance and the contracts your business runs on, we give Tanzanian and foreign-owned companies practical corporate counsel built around their commercial goals.

Overview

Corporate counsel that keeps your business compliant and ready to grow

Every business decision has a legal dimension. How you structure your company, how your board makes decisions and how your contracts allocate risk all shape how well you can grow, raise capital and withstand disputes. Nkola Attorneys advises businesses in Dar es Salaam and across Tanzania on the full corporate lifecycle, from registration with the Business Registrations and Licensing Agency (BRELA) to day-to-day governance and major commercial transactions.

Our approach is business-first. Before we draft a single clause we take time to understand your objectives, your sector and your appetite for risk. The result is documentation that protects your position without slowing the deal down, and governance structures that satisfy regulators, banks and investors alike.

We have led the legal transformation of a petroleum business from sole proprietorship into a registered limited company, covering incorporation, regulatory alignment and governance structuring so the client was fully compliant from day one. We bring the same rigour to every corporate mandate, whether you are a start-up, a growing SME or the Tanzanian subsidiary of a multinational group.

How we help

Our corporate & commercial law services

Company incorporation, commercial contracts and corporate governance.

  • 01

    Company incorporation and business registration

    Private and public company incorporation, business name registration, registration of foreign company branches, and preparation of memoranda and articles of association through BRELA's online registration system.

  • 02

    Business conversion and restructuring

    Converting sole proprietorships and partnerships into limited companies, group reorganisations, transfers of business and assets, and the regulatory realignment that follows.

  • 03

    Commercial contracts

    Drafting, reviewing and negotiating supply, distribution, agency, service, consultancy, lease and confidentiality agreements, with clear risk allocation, payment terms and dispute resolution clauses.

  • 04

    Shareholder and joint venture agreements

    Shareholder agreements, subscription and share transfer documentation, investor rights, exit mechanisms and deadlock provisions that prevent disputes before they arise.

  • 05

    Corporate governance and board advisory

    Board charters, directors' duties, resolutions and minutes, delegation of authority and governance frameworks that meet the expectations of regulators, lenders and investors.

  • 06

    Corporate secretarial and statutory compliance

    Annual returns, beneficial ownership disclosures, changes of directors, shareholders and registered office, statutory registers and filings with BRELA.

Who we advise

Clients we work with

  • Entrepreneurs and founders registering a new company
  • Sole proprietors converting to a limited liability company
  • SMEs formalising governance as they scale
  • Tanzanian subsidiaries of foreign and multinational groups
  • Boards and directors seeking governance advice
  • Businesses negotiating significant commercial contracts

Legal framework

Key laws and regulators

Companies Act, Cap. 212
Incorporation, directors' duties, shareholder rights and statutory filings.
Business Names (Registration) Act, Cap. 213
Registration of trading names and sole proprietorships.
Law of Contract Act, Cap. 345
Formation, validity and enforcement of commercial agreements.
Business Licensing Act, Cap. 208
Business licences required to trade lawfully.
BRELA
The Business Registrations and Licensing Agency, Tanzania's registrar of companies.
Fair Competition Act, Cap. 285
Merger notification and restrictive agreements.

Our approach

How we work with you

  1. 1

    Understand

    We learn your business, objectives, timelines and the risks that matter most to you.

  2. 2

    Structure

    We recommend the corporate and contractual structure that fits your goals and the law.

  3. 3

    Document

    We prepare, negotiate and file the documents, keeping you informed at each stage.

  4. 4

    Maintain

    We keep your company compliant with ongoing filings, governance support and contract reviews.

Case highlight · Petroleum sector

Corporate restructuring

Led the full legal transformation of a petroleum business from a sole proprietorship into a registered limited company, covering incorporation, regulatory alignment and corporate governance, so the client was fully compliant from day one.

See our track record

FAQs

Corporate & Commercial Law: frequently asked questions

How do I register a company in Tanzania?

Companies are registered with BRELA through its online registration system. The process involves reserving a name, preparing the memorandum and articles of association, providing details of directors, shareholders and beneficial owners, and paying the prescribed fees. Once incorporated, most businesses also need a Taxpayer Identification Number from the Tanzania Revenue Authority and a business licence before they start trading. We manage each step for you.

Can a foreigner own a company in Tanzania?

Yes. Foreign individuals and companies can generally own shares in a Tanzanian company. Some regulated sectors, such as mining and petroleum, carry local content or local participation requirements, and certain licences have their own ownership conditions. We map these requirements before you incorporate so your structure works from the start.

Why convert a sole proprietorship into a limited company?

A limited company separates your personal assets from the liabilities of the business, makes it easier to bring in investors or lenders, and is often required to qualify for larger contracts, tenders and sector licences. We have led exactly this kind of conversion for a petroleum sector client, including regulatory realignment and governance set-up.

Will you review a contract drafted by the other party?

Yes. Much of our contract work is reviewing and negotiating agreements prepared by suppliers, customers or partners. We flag the clauses that expose you to risk, explain them in plain language and propose balanced amendments.

What annual filings does a Tanzanian company need to make?

Companies must file annual returns with BRELA and keep their statutory registers and beneficial ownership information up to date, alongside tax filings with the Tanzania Revenue Authority and any sector-specific reporting. We can take these obligations off your hands on a retained basis.

Related services

Explore our other practice areas

This page provides general information about Tanzanian law and our services. It is not legal advice. Laws and regulations change, so please contact us for advice on your specific circumstances.

Get in touch

Talk to us about corporate & commercial law

Tell us what your business is facing. We will listen and explain your options.