How to Change Directors, Shareholders or the Company Secretary in Tanzania

Knowing how to change directors, shareholders or the company secretary in Tanzania is one of the most common, and most time-sensitive, corporate compliance tasks any business registered with BRELA will face. Whether you are appointing a new director after a board reshuffle, transferring shares to an incoming investor, or replacing a company secretary who has resigned, the Companies Act (Chapter 212) and the Companies (Forms) Rules impose specific filing obligations and tight deadlines that must be observed. At Ernestilla, Mafita & Company Advocates, we regularly guide clients through each stage of the process, from drafting the internal resolutions to uploading the correct forms on the BRELA Online Registration System (ORS).

In my experience, the filings themselves are straightforward once you understand exactly which forms to use, what supporting documents BRELA expects, and where the common errors occur, and that is precisely what this guide covers.

Quick summary, who needs to act and the deadlines

Before diving into the detail, here is a top-level snapshot of who needs to act and the key forms involved when you change directors, shareholders or the company secretary in Tanzania:

• Change of director (appointment, resignation or removal). The company must complete and file Form 213c (Change of Particulars for Director or Secretary) via BRELA ORS, together with board or shareholder minutes, the director’s written consent or resignation, and a certified copy of their identification.
• Change of director particulars (name, address, nationality). The same Form 213c applies. File promptly after the particulars change to keep the register accurate.
• Share transfer between existing shareholders. Prepare a stamped share transfer instrument, update the register of members, and file the revised particulars with BRELA. Where a new allotment of shares occurs, file Form 55a (Return on Allotment of Shares).
• New share allotment or issue. File Form 55a after the allotment, supported by the allotment resolution and updated share certificates.
• Change of company secretary. File Form 213c with the incoming secretary’s consent letter and identification. Public companies must ensure the new secretary meets the qualification requirements set out in the Companies Act.
• Beneficial ownership updates. Where a change in shareholding alters the beneficial ownership of the company, file the beneficial ownership declaration form prescribed under the Companies (Forms) Rules.

The overarching rule is simple: act quickly. Statutory filing windows are short, and late filings attract penalties and can delay downstream transactions such as bank-account mandate changes, regulatory approvals, and due-diligence clearances.

What changes must be notified to BRELA and when

The Companies Act (Chapter 212) requires every company incorporated in Tanzania to notify the Registrar of Companies at BRELA whenever certain prescribed events occur. These events include the appointment, resignation or removal of a director; any change in a director’s personal particulars such as name, residential address or nationality; the appointment, resignation or removal of the company secretary; the allotment of new shares; the transfer of existing shares; and any change in the beneficial ownership of the company. Each of these events triggers a duty to file the prescribed form and supporting documentation within the statutory window.

Filing deadlines and legal requirements

The Companies Act obliges a company to give notice to the Registrar within the prescribed period after a notifiable change takes place. In practice, companies should aim to file within fourteen days of the effective date of any change. This applies equally to director changes, secretary changes, and share movements. Failure to file within the statutory window can result in penalties imposed on the company and its officers under the Companies Act. The specific forms required are prescribed by the Companies (Forms) Rules and are available for download from the BRELA companies forms listing.

From what I see in practice, companies that treat the filing deadline as aspirational rather than mandatory almost always encounter knock-on problems: banks refuse to update signatory mandates, regulatory licences cannot be renewed, and potential investors flag the outdated register during due diligence. My advice is to treat the filing as an integral step in the transaction itself, not an afterthought.

Required internal approvals and corporate records to prepare

Before you submit anything to BRELA, the internal corporate governance steps must be completed and properly documented. Skipping this stage, or doing it loosely, is the single biggest cause of rejected filings and compliance disputes I encounter. The documents you will need depend on the type of change, but the core set includes board minutes, shareholder resolutions, consent letters, resignation letters, stamped transfer instruments (for share transfers), updated share certificates, directors’ written consents, and beneficial ownership declaration forms where applicable.

Board resolution, appointing or removing a director

For a director appointment, the board (or shareholders, depending on the company’s articles of association) must pass a resolution. Below are two short templates that can be adapted to your circumstances:

Template 1, Appointment of director (board resolution):

“RESOLVED that [Full Name], of [Address], holding [Nationality] nationality and bearing identification number [ID/Passport No.], be and is hereby appointed as a director of the Company with effect from [Date], subject to the filing of the prescribed notice with the Registrar of Companies.”

Template 2, Removal of director (shareholder resolution):

“RESOLVED, by ordinary resolution of the shareholders of the Company in general meeting, that [Full Name] be and is hereby removed from office as a director of the Company with immediate effect, and that the Company Secretary be authorised to file the prescribed notice of change of particulars with the Registrar of Companies.”

Shareholder resolution, share transfers and allotments

Where the articles of association require shareholder approval for a share transfer or new allotment, the resolution should specify the number and class of shares, the transferor and transferee (or allottee), the consideration, and the effective date:

“RESOLVED that the transfer of [Number] ordinary shares of TZS [Value] each from [Transferor Name] to [Transferee Name] at a consideration of TZS [Amount] be and is hereby approved, and that the directors be authorised to register the transfer and update the statutory registers accordingly.”

Director resignation letter template

A director resignation notice should be in writing, addressed to the board, and should state the effective date clearly:

“Dear Board of Directors, I hereby tender my resignation as a director of [Company Name] with effect from [Date]. I confirm that I have no outstanding claims against the Company arising from my directorship. Signed: [Name], Date: [Date].”

Step-by-step, how to change a director in Tanzania

The process for a change of director in Tanzania involves five core steps. Whether the change arises from an appointment, a resignation, or a removal, the procedural flow is essentially the same, only the internal governance trigger differs.

1. Confirm the internal authority. Check the company’s articles of association to determine whether directors are appointed by the board or by shareholders in general meeting. For a removal, the Companies Act permits shareholders to remove a director by ordinary resolution passed at a general meeting, provided special notice has been given.
2. Prepare and sign the supporting documents. Draft and execute the board or shareholder resolution (see templates above). Obtain the incoming director’s written consent to act, together with a certified copy of their passport or national identification. For a resignation, secure the signed resignation letter.
3. Complete Form 213c. Form 213c (Change of Particulars for Director or Secretary) is the prescribed BRELA change-of-particulars form. Fill in every field accurately, the director’s full legal name must match the identification document exactly. Common errors include misspelling names, omitting the director’s nationality, and leaving the “date of change” field blank.
4. File on BRELA ORS. Log in to the BRELA Online Registration System, navigate to the company’s profile, and upload the completed Form 213c together with the supporting documents (resolution, consent or resignation letter, and identification). If BRELA ORS is unavailable or the filing requires physical submission, deliver the originals to the BRELA offices in Dar es Salaam.
5. Update statutory registers and notify third parties. Once BRELA confirms the filing, update the company’s internal register of directors. Notify banks, licensing authorities, the Tanzania Revenue Authority (TRA), and any other stakeholders who hold the company’s directorship details on file.

Common blockers and fixes when BRELA rejects an upload

• Name mismatch. The name on Form 213c does not match the uploaded identification document. Fix: use the exact name as it appears on the passport or national ID, including middle names.
• Unsigned form. Form 213c has been uploaded without a signature. Fix: print, sign in ink, scan at high resolution (300 dpi minimum), and re-upload.
• Wrong form version. An outdated version of Form 213c has been used. Fix: download the current version from the BRELA companies forms page.
• Missing consent letter. No written consent from the incoming director has been attached. Fix: draft, sign, and upload the consent before resubmitting.
• File format or size error. BRELA ORS may reject files that exceed the permitted size or are in an unsupported format. Fix: convert documents to PDF and compress to the portal’s size limit.

Step-by-step, how to change shareholders or transfer shares in Tanzania

Share movements in Tanzania follow two distinct pathways depending on whether the shares are being transferred between existing parties or newly allotted by the company.

Pathway A, Share transfer between existing shareholders. The transferor and transferee execute a share transfer instrument. This instrument must be properly stamped in accordance with applicable stamp duty requirements. The company’s board reviews and, if required by the articles, approves the transfer. The register of members is updated, new share certificates are issued, and the revised particulars are filed with BRELA.

Pathway B, New allotment or issue of shares. The board (or shareholders, depending on the articles) passes a resolution authorising the allotment. The company completes Form 55a (Return on Allotment of Shares) and files it with BRELA, together with the allotment resolution, updated share certificates, and any beneficial ownership declaration form required under the Companies (Forms) Rules.

When a transfer requires shareholder approval or special resolutions

Private companies in Tanzania often include pre-emption rights or transfer restrictions in their articles of association. Where such restrictions exist, a share transfer may require a special resolution or the consent of existing shareholders before the transfer can be registered. In my view, it is always worth checking the articles before executing the transfer instrument, BRELA cannot resolve internal governance disputes, and a transfer registered in breach of the articles may be challenged.

Tax and stamp duty considerations

Share transfers may attract stamp duty and, depending on the circumstances, capital gains tax. I recommend consulting the Tanzania Revenue Authority (TRA) and engaging qualified tax counsel before completing any share transfer to ensure that all fiscal obligations are met. A transfer instrument that has not been properly stamped may be rejected by BRELA or rendered unenforceable.

Step-by-step, how to change the company secretary in Tanzania

Every company registered under the Companies Act is required to have a company secretary. The process to change company secretary in Tanzania mirrors the director-change procedure in many respects:

1. Board resolution. The board passes a resolution accepting the outgoing secretary’s resignation (or resolving to remove them) and appointing the replacement.
2. Consent and identification. The incoming secretary signs a written consent to act and provides a certified copy of their identification.
3. Complete Form 213c. The same Form 213c used for director changes is used for a BRELA change of particulars for the company secretary. Complete all fields for the outgoing and incoming secretary.
4. File on BRELA ORS. Upload Form 213c and supporting documents via the BRELA ORS portal.
5. Update registers. Amend the company’s internal register of secretaries and notify relevant stakeholders.

When a company must appoint a qualified company secretary

The Companies Act distinguishes between public and private companies. A public company must appoint a company secretary who holds prescribed professional qualifications, typically a legal practitioner, certified public accountant, or a person who, by virtue of their professional experience, is capable of discharging the functions of secretary. Private companies face less stringent requirements, but the secretary must still be a natural person who is capable of performing the statutory duties. A company secretary can hold a directorship in another company, but note that in a public company the same individual generally cannot serve as both the sole director and the company secretary simultaneously.

Filing on BRELA ORS, practical tips and troubleshooting

The BRELA Online Registration System (ORS) is the primary channel for BRELA ORS filing of company changes. In my experience, a well-prepared submission is usually processed without issue, but the following practical tips can save considerable time:

• Access. Log in at the BRELA ORS portal using the company’s registered credentials. If you do not have portal access, contact BRELA to register.
• File formats. Upload all documents as PDF files. Ensure scanned signatures are clear and legible, blurry scans are a common rejection reason.
• Naming conventions. Name each uploaded file descriptively (e.g., “Form_213c_Director_Change_CompanyName.pdf”) so that the BRELA reviewer can identify documents quickly.
• Size limits. Compress large files before uploading. If a document exceeds the portal’s file-size limit, split it into clearly labelled parts.
• Confirmation. After uploading, check for a submission confirmation or reference number. If you do not receive one, do not assume the filing has been accepted, follow up directly with BRELA.
• In-person fallback. If the ORS portal is experiencing downtime, prepare hard copies and deliver them to the BRELA offices. Keep a stamped received copy for your records.

Quick comparison table, obligations by change type

The table below summarises the key forms, documents, and filing notes for each type of corporate change. Use it as a quick-reference checklist when preparing your BRELA submission.

Common mistakes that delay registration and how to avoid them

From the filings I review on behalf of clients, these are the errors that most frequently cause delays when companies attempt to change directors, shareholders or the company secretary in Tanzania:

• Using an outdated form version. BRELA periodically updates its prescribed forms under the Companies (Forms) Rules. Always download the current version directly from the BRELA companies forms page before completing your submission.
• Unsigned or partially signed forms. Every signatory field must be completed in ink before scanning and uploading.
• Missing identification documents. A certified copy of the incoming director’s or secretary’s passport or national ID must accompany Form 213c.
• Name discrepancies. The name on the form must match the identification document character for character. Even minor variations (e.g., omitting a middle name) can trigger a rejection.
• Improperly stamped share transfer instruments. Transfers submitted without evidence of stamp duty payment will not be processed.
• Failure to update internal statutory registers. Even if BRELA accepts the filing, the company’s own register of directors, register of members, and register of secretaries must be updated contemporaneously.
• Omitting the beneficial ownership declaration. Where a change in shareholding affects beneficial ownership, the declaration form must be filed alongside the other documents.

Fees, penalties and enforcement risks

The Companies Act imposes penalties on companies and their officers who fail to comply with the statutory obligation to notify the Registrar of changes within the prescribed period. Penalties may include fines calculated on a daily basis for each day the default continues. Beyond statutory fines, a company with outdated records at BRELA faces practical enforcement risks: banks may freeze account mandates pending confirmation of current directors, regulatory authorities may decline to renew licences, and prospective investors or lenders conducting due diligence will flag the discrepancy as a compliance concern.

In my experience, the cost of correcting a late filing, including any penalty, the administrative burden, and the business disruption, always exceeds the modest effort of filing on time. I strongly recommend building the BRELA filing step into every board resolution or share-transfer checklist so that it is triggered automatically.

Practical checklist and downloadable template pack

To help you manage the process end to end, I recommend assembling the following document pack before initiating any change. Each item can be adapted from the templates and guidance in this article:

• Form 213c (annotated). The current version of the Change of Particulars for Director or Secretary form, downloaded from the BRELA companies forms page, with all fields completed and signed.
• Form 55a checklist. For share allotments, the Return on Allotment of Shares form with the allotment resolution and updated share certificates.
• Board resolution template. Covering director appointment, director removal, secretary appointment, and share allotment approvals.
• Shareholder resolution template. For share transfers requiring member approval and for director removals by ordinary resolution.
• Director resignation letter. A short-form letter confirming resignation and the effective date.
• Share transfer instrument. A standard transfer form ready for stamping and execution.
• Beneficial ownership declaration form. The form prescribed under the Companies (Forms) Rules, completed wherever a shareholding change affects beneficial ownership.

Next steps

If you need to change directors, shareholders or the company secretary in Tanzania and want to ensure the process is handled correctly from resolution to BRELA registration, I recommend engaging experienced Tanzanian corporate counsel at the earliest opportunity. You can explore the company practice area for Tanzania or find a Tanzania company lawyer through the directory to connect with a qualified specialist.

Sources

1. Business Registrations and Licensing Agency (BRELA), Companies Forms Listing
2. BRELA, Companies (Forms) (Amendment) Rules / New Companies Forms
3. Companies Act, 2002 (Chapter 212), Consolidated Text
4. The Companies Act, Chapter 212 R.E. 2023, Government Printer / OSG eLibrary
5. BRELA ORS, Business Registration Portal