Registering a company in Tanzania, from South Africa.

If you are a South African business looking at Tanzania, you are probably not starting from nothing — a customer there, a supplier, a tender, or a partner who keeps saying the registration is nearly done. The question is rarely whether it is possible. It is who is actually going to go and do it.

This is the shape of the process, what it costs you in time rather than money, and the single requirement that catches almost everyone who assumed this could be finished by email.

You do not need a Tanzanian partner

This surprises people, so it is worth saying first: a foreigner can own one hundred percent of a Tanzanian company. There is no general legal requirement for a local shareholder. Specific sectors carry their own restrictions and conditions, and those are worth checking against what you actually intend to do, but the blanket assumption that you must give away equity to a local partner is simply not the rule.

If somebody has told you otherwise and offered to hold shares on your behalf, that is worth a second conversation before you agree to anything.

Subsidiary or branch — decide this first

There are two routes and they are not interchangeable, so the decision is worth ten minutes before anything is filed.

• A subsidiary is a new Tanzanian company that you own. It is incorporated locally and receives a Certificate of Incorporation. It is a separate legal entity from your South African company.
• A branch registers your existing foreign company to do business in Tanzania. It files the parent company's corporate documents rather than creating a new entity, and it requires a resident local representative — a real person in Tanzania who is answerable for it.

Which is right depends on liability, tax and what the counterparty expects to see on a contract. That is a question for an accountant and a lawyer, not for us, and we work with licensed professionals in every relevant area precisely so this gets answered properly rather than guessed at.

The sequence

1. Reserve the name at BRELA

Everything begins at the Business Registrations and Licensing Agency. You search the name on BRELA's online registration system and apply to reserve it. A reservation holds the name for a limited window — commonly cited as thirty days — which is generous until you realise the rest of the sequence has to fit inside it or be restarted.

2. Incorporate

The Memorandum and Articles of Association are signed by the shareholders and directors and submitted with the rest of the incorporation file. BRELA issues a Certificate of Incorporation, and at that point the company legally exists.

3. Get a TIN from the TRA

The company registers with the Tanzania Revenue Authority for a Taxpayer Identification Number. The TIN itself is issued without a fee. You will not get far without it — it is the number everything else asks for.

4. Licensing

A business licence is obtained from the relevant authority, which depending on your activity may be the responsible ministry or the local council. Sector-specific approvals sit on top of this and vary enormously. A trading company and a company importing regulated goods are not doing the same paperwork.

The part that cannot be done remotely

Here is the requirement that undoes the plan to handle all of this from Johannesburg: biometric capture is required for directors, according to current guidance, and high-resolution scans of the passport bio-page are required for every non-citizen director and shareholder.

Biometrics mean fingerprints and a photograph, taken in person. No amount of scanning, couriering or notarising substitutes for a human being presenting themselves. This is the point at which "we'll do it online" quietly becomes "somebody is flying to Dar es Salaam", and it is easy to discover late, after the name is reserved and the clock is running.

It is not a reason not to proceed. It is a reason to know about it in week one rather than week six, and to structure the directorships with that in mind.

What the published guidance gets wrong

If you read four guides to this you will get four slightly different answers, and some of them are simply out of date. The most common inconsistencies:

• How many directors and shareholders are required. Sources variously state a minimum of two of each, or no fixed minimum. This has changed over time and the guides have not all kept up.
• Whether a business licence is needed at all for a given activity, and from which authority. This genuinely depends on what you do.
• Fees. Almost every figure you will find online is from a previous schedule. Treat any number you read, including in this paragraph's neighbours, as indicative only.

Confirm the current position against BRELA and the TRA directly, or through somebody who filed something there recently. Not last year — recently.

How long it really takes

We are not going to give you a number, because the honest answer is that the authorities set the timeframes and anyone promising you a fixed turnaround is guessing on your behalf. What we can tell you is where time tends to be lost, which is more useful:

• Authentication of foreign documents — it has its own lead time, and it is the item most easily left until last.
• Getting the file right first time — a rejected submission costs you the time to correct and resubmit it.
• Waiting — time spent in a queue, where the only thing anybody can influence is whether someone is asking about it.

Most of the delay people experience in Tanzania is not the process. It is that nobody is chasing it. A file nobody is asking about will sit, and a file somebody asks about every few days will not.

Before you start

• Decide subsidiary or branch, and take proper advice on it.
• Identify who will be a director, and who among them can travel.
• Begin authenticating your South African documents immediately.
• Establish what licence your actual activity requires, not your industry in general.
• Decide who, specifically, is going to follow this up every week.