04 August 2025 Tanzanian Finance Act, 2025 analysis
On 30 June 2025, the President of the United Republic of Tanzania assented the Finance Bill into law, which took effect from 1 July 2025 as Finance Act 2025 (the Act). This Alert provides a comprehensive review of the key amendments introduced by the Act, highlighting their implications for various stakeholders and the overall economic landscape. The term "Equity" has been expanded from paid-up share capital to now include positive retained earnings. The amendment will have an impact on the debt-to-equity ratio for thin capitalization by expanding the equity base to include positive retained earnings for profit-making companies. However, it is important to note that this amendment is not entirely new, as the definition of equity encompassed retained earnings prior to July 2022. The explicit reference to positive retained earnings is presumably designed to exclude negative retained earnings from equity for thin-capitalization purposes. Under the new definition, companies with positive retained earnings will have a higher equity-to-debt ratio compared to the previous approach, which only included paid-up share capital. This change may make it easier for companies to obtain debt financing. The amendment will likely provide some relief to certain sectors such as the banking sector. According to the Income Tax Act, a bank's fixed deposits are treated as debts and hence affect the equity-to-debt ratio by increasing the debt. The change will likely cushion the amount of interest disallowed, as retained earnings will increase the amount that is treated as equity. The Commissioner General for Tanzania Revenue Authority (CG) is granted discretionary powers to treat as distributed 30% of profits that have remained undistributed 12 months following the year-end. The deemed distribution will be subject to withholding tax at the rate of 10%; if an entity subsequently makes a distribution to its members, withholding tax will not apply to the amount deemed distributed. However, the law does not apply to resident corporations with foreign ownership because the Revenue Authority considers these corporations as controlled foreign corporations and any of the members' unallocated income is deemed as distributed. However, on-going tax litigation has examined the interpretation of the law, with the latest decision coming from the Tax Revenue Appeals Tribunal in favor of the taxpayer. The amendment may have the effect of discouraging business expansion efforts by taxing capital in the form of retained earnings. One key issue is interpreting the phrase: "Where the Commissioner determines that an entity has not made distribution." The Commissioner must first determine non-distribution before triggering a deemed distribution. It is unclear whether distributing a small portion of profits exempts a taxpayer from the CG deeming a distribution, or if distributing 30% or more would suffice. Under the previous rules, if a person (Person A) transfers an asset to an associate or to any other person (Person B) by way of gift, Person B is considered to have spent the same amount as the asset's value (i.e., the higher of market value and the net cost of the asset) immediately before it was transferred. The amendment requires that if Person A subsequently realizes or transfers ownership of the asset, the cost of the asset for purposes of computing gains or losses shall be the net cost of the asset at the time Person B acquired the asset and subsequent cost after acquisition as if Person A and Person B were the same persons. The intention of the amendment seems to be to prevent abuse by acquiring an asset from an associate or for no consideration, for the purpose of subsequent reselling. In such a case, the cost of the asset will be the net cost and not the market value; hence there will be a gain to be computed, unless the net cost of asset is the same as the market value. The amendment would reduce from 70% to 60% the limit for carrying forward losses that can be deducted during income tax calculations, applicable for certain businesses, including:
The amendment standardizes the tax rules for carrying forward tax losses in the extractive sector so that they are consistent with those applied in other sectors. The amendment decreases from 30% to 25% the percentage of equity ownership that an entity is required to issue to the public to be eligible for a reduced corporate tax rate of 25% for three consecutive years from the date of listing. This measure is likely to encourage companies to utilize the capital markets, as well as encourage investors to invest in the capital markets. Further, telecommunication companies that are required to list at least 25% of their stock to the public will enjoy this reduced rate simply by meeting the listing requirement under the Electronic and Postal Communications Act. The AMT rate payable by an entity with perpetual unrelieved losses for three consecutive years has been increased from 0.5% to 1% of the entity's turnover. AMT is applicable on the turnover of the third year of loss making. The amendment increases tax burden to loss-making entities, especially those with significant investments that take time to materialize. The income tax exemption available to investors within the Export Processing Zone (EPZ) and Special Economic Zone (SEZ) has been restricted to exporting investors and does not apply to investors who produce for sale into the domestic market or who offload products into the domestic market in respect of offloaded products. The amendment may result in investors' focusing more on exports than domestic sales. However, this could present challenges for investors in EPZ and SEZ areas regarding the management of by-products that are not exportable and are sold domestically.
The tax rate is increased from 20% to 30% payable by a nonresident person who derives gain from the realization of an interest in land, petroleum or mineral rights or buildings situated in the United Republic, a license or concessional right on reserved land shares, or securities held in a resident entity. The amendment has aligned the law with the existing practice. A new single-installment tax is payable by a resident person who receives payment from the sale of forestry produce at a rate of 2% of gross payment. Gross payment is defined as farm gate price, purchasing price, or the value of the forest produce as determined by Tanzania Forest Service Agency, whichever is greater. This measure is intended to widen the tax base. The change will be operation from 1 January 2026 The Act now requires that individuals with an annual turnover exceeding 500 million Tanzanian shillings (TZS500m), and corporations with gross income exceeding TZS100m, must have their returns prepared or certified by a certified public accountant in public practice.
The definition of the term "resident" for VAT purpose has been amended to mean an entity incorporated or registered in Mainland Tanzania or an individual whose permanent home is in Mainland Tanzania. Previously, resident referred only to an individual and a separate definition applied for the term "resident company." Following this amendment the definition of the term resident company is expected to be deleted. The Act introduces a new concept of withholding VAT, under which a withholding agent is required, when a standard-rated supply of goods or service is made in Mainland Tanzania to:
It is important to note that, although the Act specifically states that the rate payable to a taxable person supplying service shall be 12%, it does not state that the rate payable to a taxable person supplying goods to be 15%. The withholding agent shall, no later than the day on which VAT becomes payable, issue to the supplier a VAT withholding certificate in a prescribed manner generated by the system approved by the CG. A taxable person may subtract output tax withheld by an agent only if the person has a valid VAT withholding certificate when filing the VAT return for that period; otherwise, subtraction is not permitted. Considering current technology, the deduction should have been automatic when filing the VAT return without a need to be supplied with the withholding tax certificate for VAT. The Act further requires the withholding agent to account for and remit output tax withheld at the time the VAT return is due to be filed or in a manner as may be directed by the CG. Given the requirements introduced, withholding agents have limited time to familiarize themselves with the requirements, including integrating the requirements into the existing taxpayer's portal for filing of tax returns. A 16% VAT rate is introduced to apply on standard-rated supplies of goods or services that are made in Tanzania Mainland to an unregistered person who pays for the supply using a bank or electronic payment system approved by the CG. A taxable person who made a taxable supply at the rate of 16% must submit a proof of bank payment or electronic payment showing that the consideration for that supply was made electronically or through the bank. The submission should be done through the system or in any manner directed by the CG. This amendment will become operational from 1 September 2025, and the CG will issue a public notice specifying the eligible persons and procedures for implementing this arrangement. This amendment may promote the use of electronic payments by the designated persons in line with initiatives promoting financial inclusion. Considering that the amendment has been paused up to September, additional clarity is anticipated in terms of system integration and the procedures to apply and implement the 2% VAT relief. The Act introduces a new requirement for advance VAT applicable to assisted Government entities. Based on the amendment, if an assisted Government entity makes a supply and the CG collects the payment for that supply, the VAT included is considered as an advance VAT paid by the entity to the CG. The amendment requires the CG to issue a certificate of advance VAT to an assisted Government entity one day after the end of the relevant tax period. The Government entity must submit this certificate for the relevant tax period when filing the VAT return whereas in determining the payable tax amount, the advance VAT indicated on the certificate is included in the calculation. The VAT Act is amended to give powers to the CG to grant or refuse extending the time for an intending trader to commence business. If the CG refuses to grant extension of time, the intending trader's VAT registration will be deemed de-registered. According to the VAT Act, an intending trader must notify the CG within 90 days following the expiration of the period initially indicated for commencing the production of taxable supplies if economic activities have not begun as stated. After this notification, the CG will decide whether or not to extend time and provide reasons. The amendment has expanded the definition of electronic services to now include, online intermediation services or platform, including an online accommodation marketplace and payment services platform. The amendment will remove ambiguities and reduce the chances of dispute on what is included as electronic services or not. Also, this measure is aimed at widening the tax base. The amendment extends the time for zero rating of the supply of locally manufactured fertilizer, as well as locally manufactured garments made from locally grown cotton, to 30 June 2028 and 30 June 2026, respectively. For certainty in doing business, would be helpful for the Government to consider a longer period.
A VAT exemption is added on the supply of piped natural gas specifically for being converted to Compressed Natural Gas (CNG) to be used exclusively for fueling motor vehicle from 1st July 2025 to 30th June 2028.
The Act has been amended to remove the rule allowing VAT returns due on weekends or public holidays to be filed on the next working day. It is unclear if the Government now expects filing exactly on the deadline, even if it falls on a weekend or holiday, or if the change aims to align with other laws using the Interpretation of Laws Act, Cap 1. The Act now allows a taxable person to claim an input tax credit for imports only if they have paid the VAT. This change eliminates the option to claim an input tax credit if the VAT has not yet been paid, even if the person is liable for it. A "financial institution" has been defined to mean a bank or financial institution established or licensed under the Bank of Tanzania Act or the Banking and Financial Institutions Act, including a microfinance service provider falling under Tier 1 recognized under the Microfinance Act. With this amendment, microfinance service providers falling under Tiers 2, 3 and 4 are excluded from the application of excise duty. The license to manufacture any excisable goods will now expire after 12 months from the date of issuance. Prior to this amendment, a license expired on 31 December each year. The amendment will ensure that a license holder obtains a 12-month validity period, especially for licenses issued after the month of January. The deadline for paying excise duty to the CG has been set to be no later than 25th day of the month following the month to which the return relates. The amendment harmonizes the timeline for payment of excise duty with the timeline for filing excise duty returns. Prior to the amendment, the law was unclear on the timeline of payment of excise duty. Remission of excise duty, subject to the Minister's approval, is granted for undenatured ethyl alcohol (HS Code 2207) utilized in the manufacture of products that are not classified as excisable under the following headings.
This is in addition to the previous year's similar remission on the production for industrial energy or uses for medical/laboratory purposes. Obtaining approval from the respective Minister prior to applying to the CG could be challenging. Additionally, the absence of a prescribed timeline for the process, from the approval stage to remission, could result in delays.
This amendment has been adopted as measures to mitigate health, protect domestic industries, reduce environmental impact and increase Government revenue. Any private ruling that the CG issues in favor of a person relating to tax residence status shall be accompanied with a tax residency certificate in a manner determined by the CG. Small-scale traders that are properly registered by relevant authority and operating informally are to be recognized by the Tanzania Revenue Authority (TRA). The authority responsible for registration of small-scale traders shall, in addition to any other prescribed criteria, register traders whose annual turnover is below the minimum taxable income specified under the Income Tax Act and who have Tax Identification Numbers. It is not clear what the result will be when the position of the relevant authority conflicts with that of the TRA, however. The Minister responsible for finance, in consultation with the relevant authority, may establish regulations outlining the fees, procedures for recognition and registration, and any other matters related to small-scale traders. However, the amendment is unclear on the respective authority for registration of small-scale traders. The Act has amended the TAA to obligate the CG to establish and operate a computerized electronic system for filing, furnishing, storing, archiving and accessing electronic documents and carrying out any other tax administration functions.
The amendment further grants the CG discretionary powers to require any person who owns or operates an electronic system to interface or connect their system with the established system for tax purposes, subject to specific terms and conditions. The amendment introduces sanctions for noncompliance, including imprisonment for up to three years or a fine of up to 1,000 currency points (TZS10m) in case of an individual or a fine of up to 3,000 currency points (TZS60m) in case of an entity on the following:
The implementation of the integration requirement would, however, require adequate guidance from the CG such as on the integration process, timelines in case of network malfunction, and the applicability of weekends and public holiday in timelines for submitting documents electronically. Entities engaged in the construction and extractive sectors are now required to disclose names of the persons, value of the contract, nature of subcontracted works and the duration of carrying out the works within 30 days from the date of commencement of the subcontracted works in the manner as may be prescribed by the CG. However, the amendment is unclear regarding what constitutes the date of commencement of subcontracted works, which can make it difficult to determine the due date for the filing. Further, another provision that requires disclosure 30 days from the date of execution of the contract could cause more confusion. The Act has clarified that, for objections that involve a liability to pay tax, an objection will be deemed to have been admitted on the date the taxpayer complies with filing requirements (i.e., fulfilling a tax deposit requirement or being granted waiver as well as the filing of the objection within the required timeframe). However, the wording of the amendment might cause confusion, as it may be construed to mean that the objection can be deemed admitted either on the date of filing the objection or the payment of one-third deposit (either full or lesser amount). Objections that do not involve liability to pay tax (e.g., an objection relating to tax refund or loss carried forward) will be deemed to have been admitted on the date of service of the objection to the CG. The Act has been amended to the effect that TRA proposal to settle an objection constitutes an objection decision if:
This amendment will require taxpayers to be more proactive to manage and track timelines for dispute settlement. The Act is amended to introduce a transfer pricing (TP) adjustments penalty, even for entities with tax losses. Previously, the penalty applied only to tax shortfalls and did not address entities with tax losses. The amendment has expanded the applicability of TP penalties to loss-making entities. However, some tax disputes around the new amendment are already underway, imposing TP penalties on loss-making entities (i.e, the revenue authority began imposing these penalties even before this amendment). The Act is amended to introduce a maximum three-month period during which the TRA may restrain assets for the purpose of issuing a jeopardy or adjusted assessment. This amendment provides taxpayers with increased clarity regarding the TRA's authority to restrain assets; previously no specific timeframe was stipulated The Act is amended to prohibit issuing business licenses to noncitizens unless such a business is allowed for noncitizens. The Minister responsible for trade must specify which business activities are prohibited for noncitizens. On 28 July 2025, the Minister for Industry and Trade, published a Business Licensing (Prohibition of Business Activities for Non-Citizens) Order, 2025 listing the following business as not open to noncitizens:
According to the laws of Tanzania a person is citizen if born in the United Republic of Tanzania and at least one of the parents is citizen of Tanzania. In case born outside Tanzania, a person is citizen by naturalization/registration or by descent from one of the parents being a Tanzanian. It is important to note that the Order does not explicitly clarify whether it applies to corporate entities wholly owned by noncitizens. Since its issuance, several member states of the East African Community (EAC) have expressed concerns regarding the Order's potential inconsistency with Article 13 of the EAC Common Market Protocol, which guarantees EAC citizens the right of establishment to conduct economic activities in other EAC countries. Further, the licensing authority will no longer have power to close business premises of any trader who is found to carry on business without a license. The Act has been amended by introducing the electronic filing of returns and remitting withheld gaming tax on winnings on or before the seventh day of the month following the month of payment of the winning. With the introduction of electronic filing of return, the amendment has removed the requirement to submit a return of certificate of payment of the withheld gaming tax that was submitted not later than 15 days following the end of each calendar month. Changes have been made to adjust the industrial development levy (IDL) rates on a variety of goods, including but not limited to:
The amendment has paused the application of IDL on starch, pasta and optical fiber cables to 1 January 2026. The amendment has abolished the exemption applicable to goods originating from East African Community Partner States that meet the East African Community Rules of Origin. The Act is amended to introduce a mandatory inbound travel insurance at a premium amount of TZS equivalent to US$44 to foreigners entering Mainland Tanzania through land, seaport or airport upon arrival. This requirement will not apply to residents of the East African Community Partner States or Southern African Development Community Partner States. Although the term foreigner has not been defined it presumably does not cover Tanzania resident re-entering the country. The inbound travel insurance will provide emergency assistance for up to 92 days from the date of arrival in case of medical emergencies, loss of luggage, emergency medical evacuation or repatriation.
The Act is amended to introduce a 0.1% levy on the gross value of minerals, to be collected by the mining commission. The levy shall become due and payable at the time of payment of royalty by persons liable to pay royalty.
Various laws have been amended to establish funding for universal health insurance and HIV response levy including the following levies:
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