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How to Start a Single Member Company in Zanzibar

Single-Member Companies in Zanzibar
On Zanzibar, an Investor can establish a Single-Member Company (SMC-Private). This type of company operates as a private limited liability company with a maximum of one shareholder.

An SMC always has a sole member serving as the director, but additional individuals can be involved in other capacities.

The sole member nominates two individuals: one becomes the nominated director in the event of the sole member’s death, and the other serves as an alternate nominated director, stepping in if the nominated director is unavailable.

The nominated director must be a natural person distinct from the company secretary and does not need to be a member of the company.

An SMC is required to appoint a company secretary. However, the sole member cannot simultaneously act as the managing director. The secretary attends all company meetings but does not have voting rights or the authority to represent the sole member.

The sole member has the right to transfer their entire shareholding to another individual.

An SMC can transition into a private company with multiple shareholders by increasing its membership through share transfers, additional share allocations, the death of the sole member, or as required by law.

In the event of the sole member’s death, the SMC may either be dissolved or converted into a private company with multiple members.

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How to Obtain a Building Permit in Zanzibar – DCU

DCU’s Mission
To enhance development oversight through an efficient, transparent, and participatory system for sustainable land use in Zanzibar.

What We Do:

  • Issuing building permits.
  • Granting completion certificates before any structure can be utilized.

The Development Control Unit (DCU) was established under Section 5(5) of the Building Regulation Act of 2015. Its regulations align with Sections 12 and 37 of the Town and Country Planning Decree, Chapter 85 of 1955. This legislation governs construction management and oversight in Zanzibar. DCU officially began its operations in 2015 following the issuance of Legal Notice No. 38 of 2015 (LN 38/2015).

DCU collaborates with all eleven local government authorities in Zanzibar, including the Municipal Council, West A, West B, Chake Chake Council, Wete, Mkoani, South Council, Central, North A, North B, and Micheweni. It also works closely with central government institutions related to construction, such as the Department of Urban Planning and the Stone Town Conservation and Development Authority.

Additionally, DCU includes representation from the private sector through the Zanzibar Chamber of Commerce, Industry, and Agriculture. The primary purpose of DCU is to oversee the issuance of building permits and prevent unauthorized or non-compliant construction. Its establishment addressed the lack of a legally recognized authority to regulate construction activities.

How to Apply for a Permit
To apply for a permit, visit the application page, select the type of permit you need, provide essential details about your project, upload the required documents, complete the application form, and submit it.

How Long Does It Take to Get a Permit?
Processing times vary depending on the type of permit you’re applying for. You can check the estimated processing time for your specific application on the request page.

What Are the Fees for a Permit?
The cost of obtaining a permit depends on the type of permit you’re applying for.

What Happens If I Start Construction Without a Permit?
Starting construction without a permit may result in fines or other penalties. In some cases, you may be required to halt construction and obtain the necessary permit before proceeding.

How Can I Track My Application Status?
Once you’ve submitted your application, you can track its status by logging into your account. You’ll be able to view updates and the current status of your application.

What If I Have Questions About My Application?
If you have any questions regarding your application, you can reach out to the customer support team. They are available via WhatsApp chat, accessible from the homepage.

https://vibali.rahisi.co.tz/home/landing

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BUILDING PERMIT FOR INVESTORS -GUIDELINES AND PROCEDURES

The Development Control Unit (DCU), in collaboration with ZIPA, issues building permits for a non-refundable fee of USD 1,000 (or its equivalent in Tanzanian Shillings). This permit remains valid for the grace period specified under the Zanzibar Investment Promotion and Protection Act (ZIPPA) for construction purposes.

To apply, investors must submit the following documents and drawings, prepared in compliance with the rules and conditions outlined in PART I and PART II below:

  • A | Architectural Drawings
  • B | Engineering/Structural Drawings
  • C | Mechanical Service Drawings
  • D | Optional Drawings
  • E | Bill of Quantities (BOQ)

The permit fee must be paid directly to DCU via the designated bank account.


PART I: DRAWING RULES AND REQUIREMENTS

A | ARCHITECTURAL DRAWINGS

These must include:
1. Topographic Map

  • Clearly marked plot boundaries with numbered beacons.
  • Dimensions of all sides.
  • Contour lines showing the terrain.
  • Existing features (e.g., trees, paths, rivers).
  • Standard title block with project details.

2. General Site Layout Plan

  • Context plan (scale 1:2500) showing traffic flow, accessibility, and surrounding structures within a 500m radius.
  • Orientation and placement of all structures, gardens, pools, and other site developments.
  • Coastal plots must indicate the High-Water Mark (HWM) and adhere to setback requirements:
    • 30m from HWM for sandy beaches.
    • 10m for cliffs.
    • 3m from non-coastal boundaries and 5m from road-facing boundaries.

3. Plans, Sections, and Elevations

  • Detailed spatial designs of all structures, including roof plans and rainwater drainage.
  • Drawings must be scaled at 1:50 or 1:100.

4. Architectural Details

  • Detailed drawings of structural elements (e.g., roofs, doors, windows, foundations).
  • Scale: 1:10 or 1:20.

B | ENGINEERING/STRUCTURAL DRAWINGS

These must include:
1. Plans, Sections, and Elevations

  • Reinforcement layouts for beams, columns, slabs, and staircases (if concrete).
  • Dimensions and joint details for timber or steel structures.
  • Scale: 1:50.

2. Foundation Plans

  • Reinforcement layouts (if applicable).

3. Bar Bending Schedules and Structural Calculations

  • Detailed schedules for all reinforced concrete members.
  • A booklet of structural design calculations.

4. Structural Details

  • Complex structural elements and joint connections.

C | MECHANICAL SERVICE DRAWINGS

These must include:
1. Water Supply System

  • Layout of fresh water piping, including pipe sizes, flow direction, and storage devices.
  • Details of water towers or reinforced concrete storage structures.

2. Wastewater Disposal System

  • Sewer layouts, inspection chambers, and treatment plants.
  • Septic tanks and soak pits are discouraged for large projects.

3. Fire Hydrant Systems

  • Escape routes, assembly points, and fire equipment layouts.
  • Fire extinguishers, alarms, and emergency systems must be included.

4. Electrical Installation

  • Indoor and outdoor electrical layouts.

D | OPTIONAL DRAWINGS

For additional structures like swimming pools or jetties, architectural and structural designs must be submitted.

E | BILL OF QUANTITIES (BOQ)

A comprehensive BOQ booklet detailing all materials required for construction must be provided.


PART II: APPLICATION PROCESS

1. Submit the following to ZIPA:

  • Completed Building Permit Technical Form (issued by DCU).
  • Ten (10) sets of project drawings (as per PART I).
  • Five (5) BOQ booklets.
  • Contractor details (name, contact information, and address).
  • Two (2) copies of the land lease agreement.
  • Two (2) copies of Environmental or Heritage Impact Assessment Certificates.
  • Proof of payment for the permit fee.
  • Passport-sized photos of all shareholders.
  • Any additional supporting documents.

2. The DCU will review the application and issue the permit within 14 working days.


GENERAL NOTES

1. Thatched roofs are permitted only for public areas (e.g., lobbies, restaurants). Tiled roofs are recommended for aesthetic alignment with Zanzibar’s environment.
2. Building coverage must not exceed 45% of the total plot area unless specified in the land lease agreement.
3. Public-use projects must include facilities for disabled individuals.
4. All drawings must bear the official stamp of the Zanzibar Architects, Engineers, and Quantity Surveyors Registration Board.
5. Architectural drawings must be submitted on A3 paper size.
6. Construction must be carried out by registered contractors.
7. Permits must be renewed if construction does not commence within one year of issuance.
8. Extensions for incomplete projects beyond the grace period will require a renewal fee of 50% of the original permit fee.


This streamlined guide ensures compliance with Zanzibar’s building regulations while facilitating a smooth application process for investors.

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LAND FOR INVESTMENT AND BUSINESS OPPORTUNITEIES IN ZANZIBAR


Zanzibar is paving the way for transformative economic growth, inviting both local and international investors to participate in sustainable development projects that align with the Zanzibar Development Vision 2050. To support this ambitious vision, the archipelago welcomes investments by providing opportunities for land acquisition, enabling investors to establish and expand their ventures. Spanning 2,643 square kilometers (Unguja: 1,658 km²; Pemba: 985 km²), alongside an extensive Exclusive Economic Zone (EEZ) of 223,000 square kilometers, Zanzibar offers a wealth of potential for business and investment. The following guide outlines the key legal framework and procedures for securing land in Zanzibar.

Legal Framework: Land Ownership in Zanzibar
Under the Land Tenure Act of 1992, all land within Zanzibar—whether occupied or unoccupied—is classified as public land, managed by the Minister responsible for land affairs on behalf of the President. However, land within the Free Economic Zones falls under the administration of the Zanzibar Investment Promotion Authority (ZIPA). Both locals and foreigners are granted access to land ownership for investment purposes, categorized as either registered or unregistered land. The process for acquiring land depends on its classification and intended use.

Land Acquisition Process
Zanzibari citizens have the inherent right to own land. Once a Zanzibari landowner secures legal rights over a piece of land, they are free to sell, lease, gift, or bequeath it to others, including foreign investors. Foreigners can, therefore, purchase land directly from Zanzibari owners for investment purposes. After completing the purchase, the land must be registered in the investor’s name under the leasehold system, with lease terms of up to 99 years. This streamlined process ensures that land acquisition in Zanzibar is accessible, straightforward, and investor-friendly.

Seize the opportunity to take part in Zanzibar’s economic transformation. With its welcoming investment climate and strategic location, Zanzibar is ready to empower your business ambitions.


Key Considerations During the Land Acquisition Process

Acquiring land is a significant investment, and ensuring a smooth and credible process requires careful attention to the following steps:

1. Conduct an Official Search to Verify Ownership

An official search is essential to confirm that the seller is the rightful owner of the land and that it is free from any encumbrances. For unregistered land, this report must be obtained from the Sheha of the area where the land is located. For registered land, the Commissioner for Land provides the report. If the land is within a free economic zone, the Zanzibar Investment Promotion Authority (ZIPA) is the relevant authority to consult.

2. Prepare, Sign, Attest, and Register the Sale Agreement

Once ownership is verified and the land is confirmed to be free of encumbrances, a sale agreement should be drafted and signed by both parties. To make the agreement legally binding, it must be attested and registered with the appropriate authorities.

3. Survey the Land and Place Beacons

For unregistered land, a survey must be conducted, and a site plan prepared. Boundary markers (beacons) should also be placed to clearly demarcate the property. This step is unnecessary for registered land, as it already has defined boundaries.

4. Obtain Land Transfer Approval

The transfer of land ownership must be approved by the Land Transfer Board, as mandated by the Land Transfer Act of 1994. No permanent transfer or long-term lease can occur without this approval. Once the transaction is reviewed and approved, the buyer will receive a Transfer Certificate.

5. Apply for a Government Lease

The Land Commission issues government leases, certifying the buyer as the legal owner of the land. These leases typically range from 33 to 99 years and are renewable. Once the lease is granted, the buyer is free to develop, sell, assign, sublease, subdivide, inherit, or mortgage the property, provided it complies with the approved investment plan.

6. Secure a Building Permit Before Development

No construction can begin without a building permit issued by the Development Control Unit (DCU), established under the Building Regulation Act of 2015. The DCU ensures compliance with construction standards and prevents unauthorized developments.

Requirements for a Building Permit:

To apply for a building permit, the following documents must be submitted:

  • A completed Building Permit Technical Form (issued by DCU).
  • Ten sets of project drawings, including architectural plans, topographic maps, site layout, structural details, and elevations.
  • Five copies of the Bill of Quantities (BOQ).
  • Two copies of the land lease agreement.
  • Two copies of the Environmental Impact Assessment (EIA) report.
  • Proof of payment for the building permit fee.
  • Full details and contact information of registered contractors.
  • An investment certificate (if the project is registered with ZIPA).
  • Passport-sized photos of all shareholders.
  • Any additional documents requested by the DCU.

The DCU will review the application and issue a building permit or provide feedback within seven working days.


Applying for a Business License or Investment Certificate

If the project is registered with ZIPA, an Investment Certificate replaces the need for a business license. This step must be completed before applying for a building permit.

Steps to Obtain an Investment Certificate:

1. Submit an Intention to Invest
The investor must prepare and submit a concept note using the Investment Intention Form, available from ZIPA. Once the concept note is approved, the investor will receive an Application Form.

2. Prepare and Submit a Business Plan
The completed application form must be submitted alongside a detailed business plan, which should include:

  • Proof of available capital for the project.
  • Passport copies, passport-sized photos, and CVs of all directors.
  • Police clearance certificates from the directors’ country of residence and origin.
  • Certificate of Incorporation.
  • Memorandum and Articles of Association.
  • Receipt of the application fee payment.
  • Any additional supporting documents requested by ZIPA.

Minimum Capital Requirements:

  • For hotels and real estate:
    • Foreign companies: USD 2,500,000
    • Domestic companies: USD 300,000
  • For other businesses:
    • Foreign companies: USD 300,000
    • Domestic companies: USD 100,000

A company is classified as domestic if at least 55% of its shares are owned by Tanzanian citizens.

Issuance of the Investment Certificate:

Once ZIPA approves the investment proposal, the investor will receive an Investment Certificate. An annual Investment Service License fee must be paid until the approved capital is fully invested.


What Happens if the Capital Requirement is Not Met?

If the investor does not meet ZIPA’s capital requirements, they may apply for a license from the Commission of Tourism. If the application is approved, the Commission will issue a confirmation letter allowing the investor to proceed with project activities while fulfilling other requirements. However, one condition for this approval is that at least 70% of the company must be owned by Tanzanian citizens.

By following these steps and meeting the outlined requirements, investors can ensure a seamless process for acquiring land and starting their projects.

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Zanzibar Business and Property Registration Agency

Zanzibar Business and Property Registration Agency

The Online Registration System Zanzibar (ORSZ) is a digital platform that allows users to register Business Entities and Secured Transactions on Movable Property. Accessible via computers, smartphones, or tablets with an internet connection, ORSZ simplifies the registration process.

Key Services Offered by ORSZ:

1. Business Entities

  • Register Companies, Partnerships, Sole Proprietorships, Civil Societies, Cooperative Societies, and Public Corporations.
  • Make changes to registered particulars.
  • Submit documentation such as annual returns, reports, and accounts.
  • Pay annual maintenance fees.
  • Update or cease business activity information.

2. Secured Transactions on Movable Property

  • Register security agreements.
  • Carry out amendments, transfers, subordinations, or terminations of these agreements.
  • Submit documents related to secured transactions.
  • Perform business name clearance and reserve a name post-clearance.

3. Information Services

  • Request detailed or customized information related to business entity registration and secured transactions.
  • Access standardized searches, including extracts with concise or detailed data.

To access ORSZ’s e-services, users must first create and activate an account. If you’re new, click on „Create ORSZ Account“ to register. Existing users can log in under “E-services for registered users.”

User Guides for ORSZ Registration Services:

Payment Methods for ORSZ E-Services:

  • Cash Payments via PBZ Tellers
  • PBZ Mobile Banking
  • Mobile Money Options like EasyPesa, TigoPesa, and M-Pesa
  • Bank Cards (Visa or MasterCard)

Explore the ORSZ system and make business registration as seamless as possible!

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How to Get a Business License in Zanzibar

If you’re planning to conduct business in Zanzibar, securing a business license is a critical step to operate legally and avoid potential legal or financial penalties. Like mainland Tanzania, Zanzibar enforces strict licensing regulations to ensure businesses comply with local laws. Securing a business license involves submitting an official application, providing the required documentation, and paying the applicable fees. To navigate the process successfully, it’s wise to consult with a legal expert or business advisor familiar with Zanzibar’s licensing framework. Failure to obtain the proper permits can lead to fines, forced closures, or other legal complications.

Here’s a breakdown of the steps to obtain a business license in Zanzibar:

1. Business Registration:
Start by registering your business with the relevant local agencies. This includes filing essential information such as your business name, type of entity, and other details with bodies like the Zanzibar Revenue Board (ZRB) or applicable regulatory authorities. This initial registration sets the foundation for all subsequent licensing steps.

2. License Application:
Once your business is registered, submit an application for the necessary licenses based on your industry. Required permits may vary but could include trade licenses, health permits, or other approvals depending on the scope of your operations.

3. Compliance Review:
Government authorities will carefully evaluate your application to ensure it aligns with Zanzibar’s legal and regulatory standards. This may involve site inspections, reviews of your submitted documents, or additional assessments to confirm your business meets all criteria.

4. Payment of Fees:
Securing a business license includes various fees, which differ based on the nature and scale of your business. Ensure these payments are completed promptly to avoid delays in processing your application.

5. License Issuance:
Once approved, your business license or permit will be issued by the relevant authority. This document will outline the operational guidelines, regulations, and any restrictions applicable to your business.

6. Renewal and Ongoing Compliance:
Business licenses in Zanzibar are generally valid for a fixed duration and must be renewed before expiration. Maintaining compliance with regulations is key to avoiding disruptions to your operations. Stay proactive and regularly review licensing requirements to incorporate any updates to local laws.

Obtaining a business license in Zanzibar is not just a legal obligation but a step towards establishing credibility in one of East Africa’s thriving commercial hubs. By following the structured process and adhering to the region’s regulations, you’ll position your business for long-term success in Zanzibar’s dynamic marketplace. Remember, overlooking licensing requirements can have serious consequences. Stay informed, plan ahead, and seek professional guidance to make the process seamless.

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Important contacts for your business in Zanzibar

BUSINESS AND PROPERTY REGISTRATION AUTHORITY (BPRA)

 Address: Office location 2nd Floor | Sheria House Mazizini

 Tel: +255 242 236 324. Email: info@bpra.go.tz http://www.bpra.go.tz


MINISTRY OF FINANCE AND PLANNING

 Address: P.O Box 1154 Vuga Street, Tanzania

 Tel: +255 241 111 111 / +255 2477 743 767 Email: info@mofzanzibar.go.tz www.mofzanzibar.go.tz


URBAN MUNICIPAL COUNCIL

 Address: URBAN MUNICIPAL COUNCIL P.O.BOX 1288, Malindi Street , Zanzibar

 Tel: +255 242 231 330 / +255 777 474 468. Email: umc@zanlink.com / znzmunicipal@gmail.com www.umc.zanlink.com


ZANZIBAR ENVIRONMENTAL MANAGEMENT AUTHORITY (ZEMA)

 Address: P. O. Box 2808 Maruhubi Street Malawi Road Zanzibar

 Tel: +255 24 22 39 007. Email: info@zema.go.tz / info@omkr.go.tz

www.zema.go.tz. www.omkr.go.tz


ZANZIBAR LAND TRANSFER BOARD

 Address: P. O. Box 811, Forodhani area

 Tel: +255 777008014. Email : info@zltb.go.tz http://zltb.go.tz/


MINISTRI OF FISHING

 Address: Maruhubi Tel: +255754271750 Email: faraja101@gmail.com / faraja101@gmail.com


ZANZIBAR INVESTMENT PROMOTION AUTHORITY

 Address: Head Office P.O.Box 2286 Maruhubi, Malawi Road

 Tel: +255 24 2233026 / +255 24 2237353. Email: info@zipa.go.tz. https://www.zipa.go.tz


ZANZIBAR COMMISSION FOR LANDS

 Address: Stone Town P. O. Box 811. Tel: 0242230156


ZANZIBAR REVENUE AUTHORITY (ZRA)

 Address: P. O, BOX 2072, Mazizini- Zanzibar,

 Tel: +255 242 230 639 / +255 242 233 041. https://www.zanrevenue.org. Email : zrb@zanrevenue.org

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How to register a trademark in Zanzibar?

A trademark is a distinct symbol, logo, name, or sign that sets apart one business’s goods or services from another. Registering a trademark in Zanzibar offers essential legal protection, securing your brand identity and preventing unauthorized use by others.

Legal Framework

Trademark registration in Zanzibar is regulated under the Industrial Property Act of 2008, which grants the trademark owner exclusive rights. This includes barring others from using identical or confusingly similar trademarks.

Key Provisions

1. Eligibility: Individuals, companies, or legal entities can file for a trademark, regardless of whether they are local or foreign.
2. Registrable Trademarks: Trademarks must be distinctive, lawful, and not misleading. Descriptive or generic marks, as well as trademarks contradictory to public morality or laws, may be rejected.
3. Classification: Zanzibar follows the globally recognized Nice Classification system, categorizing trademarks into 45 classes—classes 1-34 for goods and 35-45 for services.
4. Scope of Protection: Registering a trademark in Zanzibar does not automatically extend rights to mainland Tanzania. Separate registration in mainland Tanzania is recommended for full territorial protection.


Trademark Registration Process

1. Trademark Search: Before applying, conduct a search at the Zanzibar Business and Property Registration Agency (BPRA) to ensure the trademark is unique and does not conflict with any existing marks.
2. Application Filing: Applications should be submitted to BPRA directly or through an authorized agent. Key steps in the application process include:

  • Form Submission: Complete the prescribed form detailing applicant information and trademark specifics.
  • Trademark Image: Provide a clear representation of the mark.
  • Goods/Services List: Specify the products or services the trademark will represent.
  • Fees: Pay a registration fee of 95,000 Tanzanian Shillings per class.
    3. Examination: BPRA examines the application to ensure compliance with distinctiveness requirements and checks for conflicts with existing trademarks. If approved, the application moves forward.
    4. Publication: Accepted applications are published in the Industrial Property Journal, allowing a 60-day window for third parties to raise objections if the trademark conflicts with their rights.
    5. Opposition Proceedings: If opposition arises, the matter is handled through hearings where both sides present evidence. Decisions are made based on the legal merits of the case.
    6. Registration and Certificate Issuance: If no opposition occurs (or disputes are resolved in favor of the applicant), the trademark is registered. A certificate is issued, granting exclusive rights for 10 years, with renewal possible in 7-year increments.

Trademark Rights and Enforcement

Once registered, trademark owners in Zanzibar obtain exclusive rights to use, license, and sell their mark, with enforcement options available to protect these rights:

1. Cease and Desist Orders: Notify infringers to stop unauthorized use of the trademark.
2. Legal Action: File infringement lawsuits to seek remedies like damages or court orders to prevent further misuse.
3. Customs Assistance: Collaborate with customs to block the import of counterfeit goods infringing on trademark rights.


Renewal Process in Zanzibar

Trademarks remain valid for 7 years and can be renewed indefinitely. To renew, applicants must:

  • Submit a completed renewal form to BPRA, detailing trademark specifics.
  • Pay the renewal fee of 75,000 Tanzanian Shillings.
    Supporting documents like the original registration certificate and proof of payment may need to accompany the application. Once the review process is finalized, a renewal certificate is issued.

International Agreements and Considerations

Zanzibar operates within the framework of the United Republic of Tanzania and is a signatory to international agreements like the Paris Convention and the TRIPS Agreement. These treaties provide mechanisms for international trademark protection, facilitating cross-border dispute resolution and expanded brand security.


Conclusion

Securing a trademark in Zanzibar is an essential step in protecting your brand and intellectual property. By understanding the registration process, adhering to legal requirements, and enforcing your rights, you can solidify your business’s foundation in Zanzibar’s dynamic market. Trademarks not only shield your investment but also bolster your competitive edge, ensuring your brand enjoys lasting recognition and growth in the region.

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A GUIDE TO COMPANY REGISTRATION IN ZANZIBAR

Zanzibar, an archipelago off the coast of Tanzania, has been experiencing significant economic growth and attracting both local and international investors. As a semi-autonomous region of Tanzania, Zanzibar has its own legal framework for company registration distinct from mainland Tanzania. This article provides a comprehensive guide to registering a company in Zanzibar, including recent legal updates and current data.

Legal Framework and Regulatory Bodies.

The regulatory framework for businesses in Zanzibar is governed by a combination of local and national laws. The key legislation includes the Zanzibar Companies Act No. 15 of 2013, the Zanzibar Investment Promotion and Protection Act, and the Zanzibar Revenue Board Act. These laws are designed to create a conducive environment for business operations while ensuring compliance with legal and fiscal obligations.

Coming across the regulatory bodies, Zanzibar has the following regulatory bodies which guides the registration of Companies in Zanzibar.

  1. Zanzibar Business and Property Registration Agency (BPRA): This is the primary agency responsible for the registration and regulation of businesses in Zanzibar. It oversees the incorporation of companies, maintenance of statutory records, and ensures compliance with the Companies Act.
  2. Zanzibar Revenue Board (ZRB): This handles tax registration, collection, and compliance for businesses operating in Zanzibar. Companies must register with the Zanzibar Revenue Board (ZRB) to obtain a Tax Identification Number (TIN) and, if applicable, register for Value Added Tax (VAT).
  3. Zanzibar Investment Promotion Authority (ZIPA): This facilitates investment in Zanzibar by providing a range of services, including investment licensing, advisory services, and investment promotion. Zanzibar Investment Promotion Authority (ZIPA) also offers various incentives to investors, such as tax holidays, duty exemptions, and simplified procedures for obtaining work permits.
    Types of Business Entities

In Zanzibar, investors can choose from various types of business entities, including:

  1. Private Limited Company (Ltd): Private limited companies are the most common business entities in Zanzibar. They offer limited liability protection to shareholders, meaning their personal assets are not at risk if the company incurs debt. This structure is suitable for small to medium-sized enterprises (SMEs) and is preferred for its flexibility and ease of management.
  2. Public Limited Company (PLC): These are larger entities that can raise capital by issuing shares to the public. This structure is suitable for businesses with significant growth potential and those looking to attract large-scale investments. Public Limited Companies (PLCs) are subject to stricter regulatory requirements and must adhere to high standards of corporate governance.
  3. Branch Office: Foreign companies looking to establish a presence in Zanzibar can set up branch offices. A branch office operates under the name and organizational structure of the parent company but is registered to do business in Zanzibar. This option allows foreign businesses to enter the Zanzibar market without creating a separate legal entity.
  4. Sole Proprietorship: Sole proprietorships are businesses owned and operated by a single individual. This structure is the simplest form of business entity and is ideal for small businesses and startups. The owner has full control over the business but is also personally liable for all its debts and obligations.
  5. Partnership: This form of business is formed by two or more individuals or entities, sharing profits and liabilities.
    Key Steps for Company Registration in Zanzibar
  6. Name Reservation: The first step is to reserve a unique company name with theZanzibar Business and Property Registration Agency (BPRA). The name should not be similar to existing registered names or trademarks.
  7. Preparation of Incorporation Documents: After reserving a business name, preparation of Incorporation documents follows. The required documents include the Memorandum and Articles of Association which among other things states the name of the company, the objects of the company, liability of its members, share capital and the division of shares among shareholders. These mandatory documents must be attested by legal practitioner, and it may be in English or Kiswahili language.
  8. Filing with BPRA: The next step is submitting the incorporation documents, along with the prescribed fees to the Zanzibar Business and Property Registration Agency (BPRA). The agency will review the application and issue a Certificate of Incorporation if all requirements are met.
  9. Tax Registration: Companies must register for tax purposes with the Zanzibar Revenue Board (ZRB). This includes obtaining a Tax Identification Number (TIN) and registering for Value Added Tax (VAT), if applicable.
  10. Business License: Depending on the nature of the business, companies may need to obtain a business license from the relevant authorities.
  11. Investment License (if applicable): Foreign investors may need to obtain an investment license from ZIPA, which provides various incentives and benefits.
    Recent Legal Updates and Reforms

In recent years, the government of Zanzibar has undertaken several reforms to improve the business environment and streamline the company registration process. Key updates include:–

  1. Digitalization of Registration Processes: The Zanzibar Business and Property Registration Agency (BPRA) has introduced an online registration system, making it easier for businesses to register and access services. This move aims to reduce the time and cost associated with company registration.
  2. Revised Minimum Capital Requirements: The government has revised the minimum capital requirements for certain business entities, making it more accessible for small and medium-sized enterprises (SMEs) to set up operations.
  3. Incentives for Foreign Investors: The Zanzibar Investment Promotion Authority (ZIPA) has introduced a range of incentives for foreign investors, including tax holidays, duty exemptions, and simplified procedures for acquiring work permits.
    Current Data and Statistics

Currently Zanzibar has seen a steady increase in company registrations, with a notable rise in the number of Limited Liability Companies (LLCs) and branch offices established by foreign investors. The tourism, agriculture, and real estate sectors continue to attract significant investment, reflecting Zanzibar’s growing appeal as a business destination.

Conclusion

It is undisputed that registering a company in Zanzibar offers numerous opportunities to locals and foreigners due to its strategic location, vibrant economy, and investor-friendly policies. With recent legal reforms and a streamlined registration process, Zanzibar is well-positioned to attract both local and international businesses. Prospective investors are encouraged to familiarize themselves with the relevant laws and consult with local experts to navigate the registration process successfully.


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