ZANZIBAR BUSINESS AND PROPERTY REGISTRATION AGENCY (BPRA) PRACTICE DIRECTIVE NO. 1 OF 2025 ON OWNERSHIP OF SINGLE MEMBER PRIVATE COMPANIES (SMC PRIVATE) IN ZANZIBAR

What the Directive says
The Directive is issued under the powers of the Registrar of Companies (who is also the Executive Director of BPRA) under the Zanzibar Business and Property Registration Agency Act No. 13 of 2012.

It supplements existing law (in particular: the Companies Act No. 15 of 2013 and the Companies Regulations of 2017) by imposing ownership restrictions on Single Member Private Companies (SMCPrivate) in Zanzibar.

– A “Single Member Company” is defined as a company incorporated with only one shareholder.

– Ownership restriction: an SMCPrivate can be owned only by a natural person (individual).

– No legal entity (company, trust, NGO, partnership, etc) may hold the shares of a Single Member Company.

– Transitional provision: existing SMCPrivates that are owned by a legal entity must within 12 months either (a) transfer the shares to a natural person or (b) convert the company into another form permitted by the Companies Act that allows corporate/legal entity ownership.

– Noncompliance: any registration contrary to this Directive will be deemed null and void; the Registrar may cancel registration or apply other administrative sanctions.

• Under section 30(3) of the Companies Act No. 15 of 2013 (and regulation 18(1) of the Companies Regulations, 2017) Zanzibar law already provided for the meaning and formation of Single Member Companies. (See the Regulations. bpra.go.tz+1)

• The Directive builds on that foundation by adding a new policy requirement that only individuals may hold the shares in SMCPrivate companies in Zanzibar.

• The BPRA’s role is strengthened under the Agency Act (No. 13 of 2012) to issue practice directives and guidance in the interest of transparency, accountability and traceability of ownership.

• If you intend to register a Single Member Company (SMCPrivate) in Zanzibar going forward: ensure that the sole shareholder is a natural person.

• Do not allow a corporate entity (whether a local company, partnership, trust, NGO or foreign entity) to be the sole shareholder in an SMCPrivate. If you do, the registration may be rejected or treated as null and void under the Directive.

• Ensure that the company name reflects the correct format (which is already required under regulation 24 of the Regulations: “(SMCPrivate) Limited”). bpra.go.tz

o Convert the company into a standard private company (with multiple members or a form that permits entity shareholding) under the Companies Act.

• Failure to regularize will expose the entity to cancellation of registration, nullification of status, and possibly other penalties.