Notice of Increase of Share Capital in Tanzania, BRELA ORS, Special Resolution Wording and Paid‑up Updates

Every Tanzanian company that resolves to raise its share capital must file a notice of increase of share capital with the Registrar of Companies at BRELA, and the rules governing that filing changed materially in 2026. The Companies (Forms) (Amendment) Rules, 2026 replaced several legacy templates with redesigned BRELA forms, while the Written Laws (Miscellaneous Amendments) Act, 2026 tightened disclosure obligations and updated the penalty framework for late or missing filings. This guide walks company secretaries, directors and corporate counsel through every step, from drafting the special resolution to completing Form 68, uploading attachments through the BRELA ORS portal, updating the share register and avoiding non‑compliance penalties.

Quick Checklist, What You Need Before You Start

Before you begin the BRELA ORS filing for a notice of increase of share capital, assemble every document and approval listed below. Missing a single item is the most common reason ORS submissions are rejected or delayed.

• Updated shareholder list. A register showing names, addresses, shareholdings and classes of shares for every current member.
• Constitutional documents. The company’s memorandum and articles of association, confirm whether they already authorise the board to increase capital or require shareholder approval.
• Board minute. A signed minute recording the board’s recommendation to increase share capital and convene a general meeting (or pass a written resolution).
• Special resolution. The shareholder resolution approving the increase, passed in accordance with the Companies Act and the company’s articles.
• Form 68 (2026 template). The notice of increase in nominal capital, completed using the redesigned template from the Companies (Forms) (Amendment) Rules, 2026.
• Amended memorandum. Required where the authorised share capital stated in the memorandum is being increased, a certified copy of the amended memorandum must be attached.
• Proof of payment. The BRELA filing fee receipt generated through the ORS payment gateway.

Who signs what

Types of Capital Increases and Legal Triggers

The Companies Act (Cap. 212, Revised Edition 2023) distinguishes between several categories of share capital. Understanding these distinctions is essential before preparing your notice of increase of share capital, because each type carries different filing obligations.

Authorised vs Issued vs Paid‑Up, Legal Implications

• Authorised (nominal) share capital. The maximum value of shares a company is permitted to issue, as stated in its memorandum. An authorised share capital increase in Tanzania requires an amendment to the memorandum and the filing of Form 68 with BRELA.
• Issued share capital. The portion of authorised capital that has actually been allocated to shareholders. An increase in issued capital occurs when the board allots new shares, provided the allotment does not exceed the authorised ceiling.
• Paid‑up share capital. The amount shareholders have actually paid on their issued shares. Updating paid‑up share capital in Tanzania requires entries in the share register, issue of new share certificates and, depending on the transaction, potential stamp duty and tax considerations.

Where a company simultaneously increases its authorised capital and allots new shares, both filings must be made, the notice of increase of share capital (Form 68) and the return of allotments, each within the prescribed statutory window.

Shareholder Approvals, Special Resolution Requirements and Sample Wording

Under the Companies Act, an increase in share capital that alters the authorised capital stated in the memorandum must be approved by special resolution. The special resolution threshold requires at least 75 per cent of the votes cast in favour, unless the company’s articles of association prescribe a higher majority.

When a Special Resolution Is Required

A special resolution for share capital in Tanzania is mandatory whenever the company proposes to:

• Increase the nominal or authorised share capital beyond the figure stated in the memorandum.
• Create a new class of shares with rights not already authorised by the existing articles.
• Convert or reclassify existing shares into a different class as part of a capital restructuring.

By contrast, an allotment of shares within the existing authorised capital may only need a board resolution, but this depends on the specific provisions of the company’s articles. Corporate officers should review the articles carefully before proceeding.

Minimum Notice to Shareholders

The Companies Act prescribes minimum notice periods for general meetings at which special resolutions will be proposed. For a private company, at least 14 days’ written notice of the meeting is ordinarily required (unless a shorter notice is agreed by a prescribed majority). For a public company, the notice period is longer. The notice must set out the full text of the proposed resolution so that members can vote with informed consent.

Sample Special Resolution, Variant 1: Increasing Authorised Capital

The following wording is a lawyer‑ready template. Amend the figures and share classes to match the company’s situation.

“THAT the authorised share capital of [Company Name] Limited be and is hereby increased from TZS [existing amount] divided into [number] ordinary shares of TZS [par value] each, to TZS [new amount] divided into [new number] ordinary shares of TZS [par value] each, by the creation of [additional number] new ordinary shares of TZS [par value] each, ranking pari passu in all respects with the existing ordinary shares of the Company.”

Key annotations:

• “ranking pari passu”, confirms the new shares carry the same rights (dividends, voting, return of capital) as existing shares; omit or modify if different rights are intended.
• Par value, Tanzanian companies typically state a par (nominal) value; if the company has no‑par‑value shares, adjust accordingly.
• Attach this resolution to Form 68 as a certified copy when filing through BRELA ORS.

Sample Special Resolution, Variant 2: Allotment of New Shares (Within Existing Authorised Capital)

“THAT the directors of [Company Name] Limited be and are hereby authorised, pursuant to the Company’s Articles of Association, to allot and issue up to [number] new ordinary shares of TZS [par value] each at a price of TZS [issue price] per share to [name(s) of allottee(s) or ‘such persons as the directors may determine’], and that such shares shall rank pari passu with the existing issued ordinary shares of the Company in all respects.”

Where this allotment does not change the authorised capital, Form 68 is not required, but a return of allotments must still be filed with BRELA. If the allotment simultaneously triggers an increase in the memorandum’s stated capital, both filings are needed.

BRELA Forms and Documentation, 2026 Forms and Form 68 Explained

The Companies (Forms) (Amendment) Rules, 2026 replaced the legacy templates previously hosted on BRELA’s website. Corporate officers must now use the 2026 versions of all prescribed forms, including Form 68.

Where to Get the Forms

The current templates are available on the BRELA documents portal under the “Companies Forms” index. Navigate to page 3 of the forms listing to locate Form 68, Notice of increase in nominal capital. The 2026 redesigned templates were published pursuant to the Companies (Forms) (Amendment) Rules, 2026 and supersede all earlier versions.

Form 68, Field‑by‑Field Mapping

Form 68 captures the essential details the Registrar needs to update the company’s file. The key fields include:

• Company name and registration number. Use the exact name as registered, any discrepancy triggers a manual query.
• Previous nominal (authorised) capital. The figure stated in the current memorandum on file with BRELA.
• Amount of increase. The additional capital being created by the resolution.
• New nominal (authorised) capital. The total after the increase (previous + additional).
• Division of new capital. Number and class of shares, par value and any special rights attached.
• Date of resolution. The date the special resolution was passed.
• Signatory block. Signature of a director or company secretary, with date.

Attachments Checklist

Upload the following documents alongside Form 68 when filing through the BRELA ORS portal:

• Certified true copy of the special resolution (signed by the chairperson and certified by the company secretary).
• Amended memorandum of association (if the authorised capital is being changed).
• Board minute recommending the increase (optional but recommended for audit trail).
• Payment receipt from the ORS payment gateway.

Notice of Increase of Share Capital, BRELA ORS Filing Step by Step

The BRELA notice of increase of share capital is now filed entirely online through the Online Registration System (ORS). The process below reflects the 2026 ORS workflow. If you have not used the ORS before, consult the full BRELA ORS step‑by‑step guide for account setup and login instructions.

1. Log in to the BRELA ORS portal. Access the system using your registered company officer credentials.
2. Select the company. From your dashboard, locate the company by name or registration number.
3. Navigate to post‑incorporation filings. Choose the “Post‑Incorporation” or “Company Changes” menu (the exact label may vary after the 2026 interface update).
4. Select “Increase of Nominal Capital”. This opens the Form 68 submission workflow.
5. Enter the capital details. Complete the on‑screen fields: previous authorised capital, amount of increase, new total, share classes and par value. These fields mirror the Form 68 template described above.
6. Upload attachments. Attach the certified special resolution, the amended memorandum (if applicable) and the board minute. All files should be in PDF format and clearly legible.
7. Review the submission summary. The ORS generates a summary screen, verify every figure against the resolution before proceeding.
8. Make payment. The system redirects to the payment gateway. Retain the electronic receipt, you will need it if the Registrar raises a query.
9. Submit. Confirm the submission. The ORS issues a tracking reference number.
10. Await Registrar confirmation. BRELA reviews the filing and, if satisfied, updates the company’s registered capital on the public register. Monitor the ORS dashboard for status updates or requests for additional information.

Common ORS Errors and How to Fix Them

• Capital figures do not reconcile. The ORS may reject a filing where “previous capital + increase ≠ new total.” Double‑check arithmetic before submitting.
• Attachment upload failures. Files exceeding the portal’s size limit or in non‑PDF formats are blocked. Compress documents and convert Word files to PDF before upload.
• Unsigned or uncertified resolution. The Registrar will query filings where the special resolution lacks the chairperson’s signature or a certification stamp from the company secretary.
• Outdated form template. The ORS may flag or refuse filings that reference pre‑2026 form layouts. Always use the current template from the BRELA documents index.

Reporting Obligations by Entity Type

The notice of increase of share capital filing obligation applies broadly, but the precise requirements differ depending on entity type. The table below summarises the position for each category under the Companies Act.

Updating Paid‑Up Share Capital, Share Certificates and the Share Register

Filing Form 68 with BRELA addresses the nominal/authorised capital side of the increase. Once the resolution is effective and new shares have been allotted and paid for, the company must also update its internal records to reflect the new paid‑up share capital in Tanzania.

Board Resolutions Needed

The board should pass a resolution approving the allotment of the new shares, specifying the allottees, the number of shares, the consideration received (cash or non‑cash) and the date of allotment. This resolution forms the basis for entries in the register of members and the issuance of share certificates.

Stamp Duty and Tax Considerations

Share transfers and certain allotments may attract stamp duty under Tanzania’s Stamp Duty Act. Where shares are allotted in exchange for non‑cash consideration (such as property), the stamp duty assessment is based on the market value of the consideration. Companies should also confirm whether any property transfer tax or capital gains tax implications arise, particularly for asset‑for‑share transactions. A tax clearance certificate may be required before certain transactions can be completed.

Issuing Share Certificates and Register Entries

Within the timeframe prescribed by the Companies Act, the company must:

• Enter each allottee’s name, address, number and class of shares and the date of allotment into the register of members.
• Issue a share certificate to each allottee. The certificate must state the company name, registration number, share class, number of shares and a unique certificate number.
• Retain a counterfoil or record of each certificate issued for audit purposes.

A sample register entry might read: “Certificate No. [XXX], [Name of Allottee], [Number] ordinary shares of TZS [par value] each, allotted on [date], consideration: TZS [amount] (fully paid).”

Fees, Timelines and Penalties Under the 2026 Amendments

The Written Laws (Miscellaneous Amendments) Act, 2026 revised the penalty and disclosure provisions applicable to corporate filings, including the notice of increase of share capital. Industry observers expect stricter enforcement as BRELA’s ORS system now flags overdue filings automatically.

What Changed in 2026

The Companies (Forms) (Amendment) Rules, 2026 introduced new form templates (including Form 68), while the Written Laws (Miscellaneous Amendments) Act, 2026 broadened the Registrar’s powers to impose administrative penalties and require corrective filings. Early indications suggest that BRELA is processing the revised forms more quickly through the ORS, but the corollary is that defective filings are now rejected rather than queried. Companies that are still using pre‑2026 templates should download the current versions from the BRELA documents portal immediately.

Conclusion, Filing Your Notice of Increase of Share Capital With Confidence

A properly executed notice of increase of share capital protects the company’s standing on BRELA’s public register, keeps the memorandum current and ensures that new shareholders receive valid share certificates. The 2026 regulatory changes, including the redesigned Form 68, updated ORS workflows and revised penalties, make it more important than ever to follow each step precisely. Companies that registered through BRELA as foreign‑owned entities should pay particular attention to the branch filing rules and ensure that all constitutional documents are filed in the 2026 template format.

For bespoke special resolution drafting, ORS troubleshooting or advice on complex capital restructurings involving multiple share classes, engaging a Tanzanian corporate governance lawyer is strongly recommended.

Last updated: July 27, 2026

Sources

1. BRELA, Documents / Companies Forms Index (Form 68)
2. The Companies (Forms) (Amendment) Rules, 2026, BRELA PDF
3. Companies Act (Cap. 212), Revised Edition 2023, BRELA / Government PDF
4. OAG MIS, Written Laws (Miscellaneous Amendments) Act, 2026
5. TanzaniaLaws, Companies Act (Statutory Consolidation)
6. Government Gazette, Official Publication (Companies Forms Notices)