Corporate & Commercial Law

Overview

The Legal Foundation Your Business Needs

From registering your first company to structuring a multi-party joint venture, URU Attorneys provides commercially focused legal advice that protects your interests, ensures compliance with Tanzanian law, and positions your business for sustainable growth.

Tanzania’s business environment is growing rapidly. Foreign direct investment continues to flow into sectors including mining, agriculture, tourism, manufacturing, and technology. With that growth comes legal complexity. Whether you are setting up a new company, entering a joint venture, negotiating a commercial contract, or restructuring an existing entity, every step has legal consequences that can affect your profitability, liability, and long-term security.

At URU Attorneys, our corporate and commercial practice is built on a simple principle: legal advice must be commercially useful, not just technically correct. We combine deep knowledge of Tanzanian company law, the Companies Act Cap 212, the Business Activities Registration Act, and related regulations with practical, plain-language advice that business owners and investors can actually act on.

“Getting the legal structure right at the start saves you from restructuring costs, shareholder disputes, and regulatory penalties later. We help you build on a solid foundation.”

Wilhad A. Kitaly — Co-Founder & Principal Partner, URU Attorneys

Our Services

What We Do For You

Company Incorporation

We register private limited companies, public companies, and holding structures with BRELA (Business Registrations and Licensing Agency). This includes name reservation, preparation of the Memorandum and Articles of Association, filing of statutory documents, and obtaining the Certificate of Incorporation. We handle the process end-to-end so you can focus on your business from day one.

NGO & Non-Profit Registration

NGOs, foundations, associations, churches, boards of trustees, and schools each have distinct registration pathways in Tanzania governed by the Non-Governmental Organizations Act Cap 56 and related regulations. We prepare all required constitutions, application documents, and supporting materials, and liaise with the NGO Coordination Board, BRELA, and relevant sector ministries on your behalf.

Commercial Contract Drafting & Review

Contracts are where most business disputes begin. We draft and review supply agreements, service contracts, distribution agreements, franchise agreements, licensing contracts, joint venture agreements, lease agreements, and shareholders' agreements. We use plain, enforceable language and structure each contract to reflect the commercial reality of your specific transaction.

Foreign Company Registration

Foreign companies wishing to operate in Tanzania must register a branch or subsidiary under the Companies Act and obtain a Tanzania Investment Centre (TIC) certificate where applicable. We guide international clients through every step: BRELA registration, TIC Certificate of Incentives, sector-specific licences, and ongoing compliance obligations. We work in English and coordinate directly with your overseas legal counsel.

Mergers, Acquisitions & Joint Ventures

We advise on the full transaction lifecycle: pre-deal due diligence, structuring, negotiation, regulatory approvals under the Fair Competition Act, share transfer and title transfer, completion mechanics, and post-acquisition integration. For joint ventures, we draft detailed JV agreements that address capital contributions, profit sharing, management rights, exit mechanisms, and dispute resolution.

Corporate Secretarial Services

Many companies in Tanzania are non-compliant with their ongoing BRELA filing obligations without realising it. We act as company secretary, handling annual returns, changes of directors or shareholders, allotment of shares, statutory meeting notices, board resolutions, and minutes. Proper secretarial records are essential if you ever seek financing, sell the business, or face a regulatory audit.

Corporate Compliance & Governance Advisory

Regulatory risk in Tanzania can be significant for both local and foreign businesses. We conduct compliance audits, advise on corporate governance best practices, help companies implement internal policies, and provide ongoing advisory retainers. This includes advice on the Business Activities Registration Act, sector-specific licences, and obligations under the Tanzania Revenue Authority.

Due Diligence

Before investing, acquiring, or entering a partnership, you need to know what you are actually buying into. We conduct legal due diligence on Tanzanian companies, covering corporate existence and good standing, ownership structure, material contracts, pending litigation, regulatory compliance, land and asset ownership, and undisclosed liabilities. We produce clear, actionable due diligence reports in plain English.

How We Work

From First Call to Completion

01

Initial Consultation

We start with a focused conversation about your business, its objectives, your timeline, and the specific legal task at hand. This costs you nothing and typically takes 30 to 45 minutes. It allows us to assess the scope of work accurately and give you a clear fee estimate before anything begins.

02

Engagement & Scope Agreement

Once you decide to proceed, we issue a clear engagement letter outlining the scope of work, fees, timeline, and what we need from you. There are no surprises. Our fees are governed by the Advocates Remuneration Order GN No. 263 of 2015 and are transparent from the start.

03

Document Preparation & Filing

Our advocates prepare all required documents, review them with you for accuracy, and manage all interactions with BRELA, the TIC, the NGO Coordination Board, the Tanzania Revenue Authority, and any other relevant government body. We track deadlines and filing confirmations so you do not have to.

04

Review & Client Approval

Before any document is submitted or signed, you review and approve it. We explain the legal implications in plain language. You remain in control of every decision. If you are overseas, this process works efficiently by email and video call.

05

Completion & Ongoing Support

Upon completion we provide you with a full set of certified copies of all incorporation, registration, or transaction documents. For retained clients, we provide ongoing compliance monitoring and legal advisory as your business grows and as Tanzanian law evolves.

International & Diaspora Clients

Investing in Tanzania from Abroad?

Tanzania actively welcomes foreign investment. The Tanzania Investment Act Cap 38 provides protections for foreign investors including guarantees against expropriation without fair compensation, freedom to repatriate profits, and access to international arbitration. However, navigating the entry process, ownership restrictions in certain sectors, and local content requirements requires experienced local counsel.

URU Attorneys serves clients in the UK, USA, Australia, Europe, and across East Africa who are investing in Tanzania remotely. We work entirely in English, are accessible by email, phone, and video call, and provide practical written guidance for every stage of the investment process.

What You Need to Know

Foreign Ownership Rules

Tanzania generally permits 100% foreign ownership in most sectors. However, certain sectors including mining, broadcasting, and some agricultural activities have local ownership requirements. The minimum capital requirement for a foreign-owned company is USD 100,000 (or USD 300,000 for trading companies). We advise on sector-specific entry structures to ensure full legal compliance.

How We Help

Full-Service Entry Advisory

From selecting the right entity structure and registering with BRELA and the TIC, to opening corporate bank accounts, obtaining business licences, and advising on tax registration with the TRA, we manage the complete legal entry process. You receive one point of contact and regular progress updates throughout.

What the Setup Process Typically Involves

Legal Framework

Key Laws That Govern Business in Tanzania

Understanding which legislation applies to your business is the first step in avoiding regulatory risk. These are the primary laws our corporate team works with on a daily basis.

Companies Act, Cap 212 (RE 2002)

Governs the formation, registration, management, and dissolution of companies in Tanzania. The primary law for all company incorporations handled through BRELA.

Tanzania Investment Act, Cap 38

The primary legislation for foreign investors. Establishes the Tanzania Investment Centre, sets out investor protections, and governs the issuance of Certificates of Incentives. Key reading for any foreign investor entering Tanzania.

Fair Competition Act, Cap 285

Administered by the Fair Competition Commission (FCC). Regulates mergers and acquisitions above defined thresholds, prohibits anti-competitive conduct, and governs consumer protection matters.

Business Activities Registration Act, Cap 208

Regulates the registration of business names and other business entities. Administered by BRELA. Applies to sole traders and partnerships conducting business in Tanzania.

Non-Governmental Organisations Act, Cap 56

Governs the registration, operations, and regulatory obligations of NGOs and civil society organisations in Tanzania. All NGOs must comply with this Act and register with the NGO Coordination Board.

Law of Contract Act, Cap 345

The foundational law governing the enforceability of contracts in Tanzania. Applies to all commercial agreements. Understanding this Act is essential for drafting contracts that will hold up in a Tanzanian court or arbitration panel.