BPRA PRACTICE DIRECTIVE NO. 2 OF 2025 ON MINIMUM SHARE CAPITAL REQUIREMENT IN ZANZIBAR

1. Overview of the Directive

• Issued by the Registrar of Companies for Zanzibar, under powers conferred by the BPRA Act No. 13 of 2012.
• Clarifies and enforces minimum share capital requirements for certain categories of companies and companies with foreign shareholders.
• Effective immediately upon publication (30 July 2025).

Key Provisions:

1. Minimum Share Capital Requirement:

Any company carrying out the following activities, or having one or more foreign shareholders, must have minimum share capital of TZS 100,000,000 at incorporation or on any change of share capital:

1. 
   Real estate and property development
   b. Construction and infrastructure
   c. Import and export
   d. Transportation and logistics
   e. Manufacturing and industrial operations
   f. Tourism, hospitality, and leisure
   g. Financial and investment services
   h. Energy, mining, and natural resources
   i. Telecommunications and technology infrastructure
   j. Large-scale trade and wholesale businesses
   k. Corporate services and investment projects
   l. Any other business deemed to involve substantial financial transactions by the Registrar
2. Proof of Payment:
   • The Registrar may require documentary proof of paid-up capital, including:
     • Bank confirmation letters/statements
     • Auditor or accountant certification

3. Existing Companies:
   • Companies incorporated prior to the Directive must comply immediately by increasing their share capital to meet the TZS 100,000,000 requirement.
4. Enforcement:
   • Non-compliance may result in:
     • Refusal of registration.
     • Suspension of business operations.
     • Other regulatory measures under the Companies Act No. 15 of 2013.

2. Legal Basis

• Section 4(4)(a) and Section 69(1) of the Companies Act, 2013 – requirement to state and maintain share capital.
• Regulation 131(39) of Companies Regulations, 2017 – share capital must be stated in Tanzanian Shillings.
• BPRA uses its directive powers to ensure financial credibility, stakeholder protection, and regulatory compliance, particularly for companies with foreign investors or substantial financial activity.