Tax Code

Article 1Title of the Regulation

1. This Regulation No. REG/ZDFZ/05/2026, promulgated by OurWorld Zanzibar on 27 March 2026, shall be cited as "Zanzibar Digital Free Zone Regulation No. (5) of 2026, Tax Code," or herein as the "Regulation."
2. This Regulation shall govern the assessment, collection, and remittance of taxes by all lawfully registered, licensed, and authorized entities within the Zanzibar Digital Free Zone ("the Zone") as well as the resolution of any disputes therein. It shall be applicable to all Regulated Entities within the Zone.

Article 2Definitions

The terms used herein shall have the meaning as described in the Glossary of Terms published by the Regulator.

Article 3Authorities

1. The Zone was established pursuant to the President of Zanzibar's authority to designate Digital Free Zones granted under the Zanzibar Investment Act No. 10 of 2023 and exercised through promulgation of Presidential Designation of Special Economic Zone, reflected in Legal supplement (Part II) to the Zanzibar Government Gazette, Vol. CXXXIII No. 7294, p. 649 (6 December 2024) "SEZ Designation (2024)".
2. This Regulation is promulgated by OWZ pursuant to its powers and authorities as Regulator and consistent with the Zanzibar Digital Free Zone Charter (the "Charter"), adopted by OWZ Resolution No. 1, dated 25 June 2025.
3. OWZ is Regulator of the Zone, said authority granted to OWZ by the President of Zanzibar through Presidential Designation of Special Economic Zone, reflected in the SEZ Designation (2024).
4. SEZ Designation (2024) authorizes OWZ to offer, on behalf of the Revolutionary Government of Zanzibar, to natural and legal persons registered within the Zone, certain tax incentives, as reflected herein.

Article 4Objectives

The objectives of this Code are to establish a simple and transparent tax system, to eliminate unnecessary administrative burdens through automated tax assessment and digital payments, and to promote regulatory clarity, predictability, and fairness for all Regulated Entities.

Article 5Functions

The Regulator shall:

1. assess the Tax Liability for Regulated Entities;
2. process Tax Liability disputes;
3. collect Tax payments;
4. remit Tax payments to the Tax Authorities;
5. issue and implement Rules and Circulars in connection with this Regulation;
6. impose penalties and other measures to enforce this Regulation; and
7. adopt additional measures deemed necessary for performing its functions in accordance with this Regulation.

Article 6Physical Residence

1. A Digital Resident shall be deemed to have physical residence in Zanzibar if the User associated with the Digital Resident physically resides in Zanzibar for more than one hundred eighty-three (183) non-concurrent days during the relevant tax year, or as otherwise determined by the laws of Zanzibar.
2. Any User that meets this criteria shall have any income earned by their Digital Resident or by virtue of their interest as a shareholder or member in any Zone Enterprise taxed at the rate outlined in Article (7)(a)(ii).
3. Zone Enterprises shall have no physical residence. All requisite characteristics, responsible parties and regulatory formalities are entirely digital in nature and recorded on a public Blockchain.

Article 7Rates of Tax

1. In accordance with the SEZ Designation (2024),
   1. A Digital Resident whose User has no physical residence in Zanzibar shall be subject to a five percent (5%) rate of tax on earned Income.
   2. A Digital Resident whose User is a physical resident in Zanzibar in accordance with Article (6), shall be subject to a fifteen percent (15%) rate of tax on earned income.
   3. Zone Enterprises shall be subject to a five percent (5%) rate of tax on earned income.
   4. All Ventures created by the Venture Creator shall be subject to a zero percent (0%) rate of tax for ten (10) years from the effective date of incorporation on the Venture's Registration Certificate. Upon expiry of the Exemption Period, the Venture shall automatically become subject to the five percent (5%) rate of tax on earned Income in accordance with Article (7)(a)(iii).
2. All Digital Residents and Zone Entities including Ventures shall be exempt from any other tax, including, inter alia, withholding, VAT, and capital gains or wealth.
3. Citizens of the United Republic of Tanzania are not eligible to receive the income-related tax benefits of SEZ Designation (2024), as outlined above. Such citizens shall instead be subject to the applicable tax laws of the United Republic of Tanzania in respect of income earned through their Digital Resident or by virtue of their interest as a shareholder or member in any Zone Enterprise.

Article 8Taxable Income and Allowable Deductions

1. For the purposes of this Regulation, "Income", "Gross Revenue", and "Allowable Deductions" shall have the meanings set out in the Glossary of Terms.
2. Allowable Deductions shall include:
   1. ordinary and necessary business expenses incurred wholly and exclusively for the purpose of generating Income, including wages, salaries, and employment costs of personnel engaged in the Entity's operations;
   2. depreciation of tangible and intangible assets in accordance with IFRS useful life schedules;
   3. net interest expense on bona fide third-party debt, subject to the Interest Limitation defined in the Glossary of Terms and applied in accordance with Article (8)(e) below;
   4. professional fees, licensing fees, and regulatory fees paid to the Regulator or other competent authorities;
   5. costs directly attributable to Digital Asset Transactions, including network fees and verified exchange costs; and
   6. such other expenses as the Regulator may specify by Rule or Circular.
3. The following shall not constitute Allowable Deductions:
   1. distributions to shareholders or members;
   2. fines, penalties, or late payment charges imposed under this Code or any other law;
   3. expenses not supported by adequate Accounting Records; and
   4. personal expenses of a User or any Related Party, as defined in the Glossary of Terms.
4. Where an expense is only partly incurred for the purpose of generating Income, only the portion attributable to that purpose shall constitute an Allowable Deduction, as determined by the Regulator.
5. Net interest expense shall be deductible only up to thirty percent (30%) of EBITDA for the relevant tax period, in accordance with the Interest Limitation. Any excess interest expense may be carried forward for up to five (5) tax years.
6. The Regulator may issue Rules or Circulars specifying further detail on the treatment of specific income types, deduction categories, or asset classes, consistent with IFRS.

Article 9Assessment of Tax Liability

1. The Registrar shall assess the Entity's Tax Liability on a quarterly basis.
2. The Tax Liability shall be assessed based on the Regulated Entity's Accounting Records, a physical residence determination, and any other information the Regulator determines to be relevant.
3. The Registrar shall send a Tax Report to the Regulated Entity that includes:
   1. Accounting Records snapshot for the tax period ("Snapshot");
   2. Income;
   3. Rate of tax;
   4. Tax Liability due;
   5. Payment due date;
   6. Option to Confirm or Contest the Report.
4. All calculations in the Report shall be traceable and reviewable through the Regulated Entity's dashboard on the Zone OS.
5. The issuance date of the Report shall be considered the official start of the Response Window defined in Article (12).
6. For the purposes of this Regulation, the tax year shall be the calendar year, unless otherwise determined by the Regulator. Where a Regulated Entity is registered or deregistered during a tax year, the tax year shall be deemed to begin on the date of registration and end on the date of deregistration, and the Registrar shall assess Income on a pro-rata basis.
7. Where a Regulated Entity incurs a negative Income for a tax period, such loss may be carried forward and offset against positive Income of subsequent tax periods for a period of up to five (5) tax years, in accordance with Rules to be issued by the Regulator.

Article 10Annual Reconciliation Filing

1. In addition to the quarterly Tax Reports assessed under Article (9), each Regulated Entity shall submit an Annual Reconciliation Filing ("ARF") for each calendar year by no later than the last business day of March of the following year (or such other date as the Regulator may specify by Circular).
2. The ARF shall include:
   1. a consolidated statement of Gross Revenue, Allowable Deductions, and net taxable Income for the full calendar year;
   2. a reconciliation of the four quarterly Tax Liabilities assessed under Article (9) against the annual Income figure;
   3. confirmation or correction of any physical residence determination made during the year under Article (6); and
   4. certification by the Entity's authorised signatory that the ARF is accurate and complete to the best of their knowledge.
3. Where the ARF reveals that the aggregate quarterly Tax Liabilities understate the Entity's true annual Tax Liability, the difference shall be treated as a new Tax Liability due within ten (10) business days of the ARF submission date.
4. Where the ARF reveals that the aggregate quarterly Tax Liabilities overstate the Entity's true annual Tax Liability, the excess shall be credited against future Tax Liabilities in accordance with Article (14)(h).
5. The Regulator shall issue Rules specifying the format and submission procedure for the ARF.

Article 11Economic Substance Requirements

1. A Regulated Entity that derives Income from any of the following activities ("Relevant Activity") must demonstrate adequate economic substance within the Zone in respect of that activity:
   1. holding, licensing, or exploiting intellectual property rights;
   2. providing financing, lending, or treasury services to Related Parties;
   3. acting as a holding entity for shares or interests in other entities; or
   4. such other activities as the Regulator may specify by Rule.
2. To satisfy the economic substance requirement, a Regulated Entity conducting a Relevant Activity must demonstrate that:
   1. the core income-generating activities of that Relevant Activity are directed and managed within the Zone;
   2. the Entity has an adequate number of qualified personnel engaged in or overseeing the Relevant Activity; and
   3. the Entity incurs adequate operating expenditure in connection with the Relevant Activity, commensurate with its scale.
3. Each Regulated Entity conducting a Relevant Activity shall submit an Economic Substance Declaration to the Regulator alongside its Annual Reconciliation Filing, confirming compliance with this Article.
4. Where the Regulator determines that an Entity has failed to meet the economic substance requirement, the Regulator may:
   1. disallow any tax benefit associated with the relevant income for the period of non-compliance; and/or
   2. impose a penalty for each year of non-compliance as follows:
      1. First year of non-compliance: up to USD 10,000;
      2. Second consecutive year of non-compliance: up to USD 50,000;
      3. Third consecutive year of non-compliance and beyond: up to USD 100,000 per year.
      For the purposes of this paragraph, years of non-compliance shall be counted consecutively from the date the Regulator first issues written notice of non-compliance to the Entity.
5. The Regulator shall issue Rules specifying minimum thresholds for personnel, expenditure, and governance to satisfy the economic substance requirement for each category of Relevant Activity.

Article 12Response to Tax Report

1. Upon receipt of the Report, the Regulated Entity shall have twenty (20) business days to respond to the Report ("Response Window") through the Entity's Zone OS dashboard.
2. During the Response Window, the Regulated Entity must take one of the following actions:
   1. Confirm: Explicit confirmation by digital signature of the accuracy of the Report and the Snapshot. Upon confirmation, the Tax Liability shall be deemed final and payable.
   2. Contest: If the Regulated Entity identifies an error in the Report or the Snapshot, it may submit a Discrepancy Claim.
3. If the Regulated Entity does not respond within the Response Window, the Report shall be deemed confirmed by the Regulated Entity and the Tax Liability shall be deemed final and payable ("Deemed Confirmation"). The Regulator shall issue a payment request to the Regulated Entity's Official Wallet in accordance with Article (14).
4. Following Deemed Confirmation, the Entity shall have three (3) business days to approve the payment request (the "Post-Confirmation Approval Window"). If the payment request is not approved within the Post-Confirmation Approval Window, the Entity shall begin incurring the Late Payment Penalty defined in Article (20) until the payment request is approved.
5. An Entity that believes a Deemed Confirmation occurred due to a system error, failed notification, or other technical failure beyond its reasonable control may submit a written request to the Registrar within five (5) business days of the Deemed Confirmation to have the Response Window reinstated. The Registrar shall assess such request at its reasonable discretion, and if granted, shall reset the Response Window in full and waive any penalties incurred during the intervening period.

Article 13Discrepancy Claims

1. If the Regulated Entity contests the Report or the Snapshot, it must submit a Discrepancy Claim within the Response Window. The Discrepancy Claim must include:
   1. Statement of the inaccuracy being claimed;
   2. Specific data or calculations believed to be inaccurate;
   3. Supporting evidence substantiating the Discrepancy Claim.
2. The Registrar shall reject incomplete or unsupported Discrepancy Claims.
3. Upon receipt of a valid Discrepancy Claim, the Registrar shall review the submitted evidence, underlying data, and perform an audit or reconciliation of the Entity's Accounting Records if deemed necessary.
4. The Registrar shall reach a determination promptly upon receipt of the Discrepancy Claim.
5. Following its review, the Registrar shall issue one of the following final and binding determinations:
   1. Denied Claim: If the Discrepancy Claim is unfounded, the Report shall stand, and the Tax Liability shall be due in accordance with Article (14).
   2. Approved Claim: If the discrepancy is valid in whole or in part, the Regulator shall: (a) instruct the Entity to amend its Accounting Records accordingly; (b) provide the Entity with a new Snapshot for confirmation; (c) issue a new Tax Report ("Revised Report") reflecting the correct Tax Liability.
6. If a Revised Report is issued, the Response Window shall reset.

Article 14Collection of Taxes

1. Taxes shall be collected on a quarterly basis by the Regulator.
2. Following confirmation of the Report or a Denied Claim, the Regulator shall issue a payment request to the Regulated Entity's Official Wallet.
3. The Entity shall approve the payment request within three (3) business days ("Approval Window").
4. If the payment request is not approved within the Approval Window, the Entity shall begin incurring the Late Payment Penalty defined in Article (20) until the payment request is approved.
5. The Entity must transfer the Tax Liability in Digital Assets, (e.g., USDC, USDT) as directed by the Regulator.
6. For the purposes of determining Income and Tax Liability under this Regulation, Transactions involving Digital Assets shall be valued based on the amount recorded in the Accounting Records prepared in accordance with IFRS at the time the Transaction giving rise to such Income occurs, using pricing sources or valuation methodologies approved by the Regulator. Subsequent changes in value shall not be taken into account for tax purposes unless and until such gains or losses are realized through a Transaction.
7. Upon receipt of payment, the Registrar shall issue a Tax Clearance Receipt to the Entity, which shall serve as proof of tax compliance for the relevant period.
8. Where an Entity has paid an amount in excess of its Tax Liability, such excess shall be credited against future Tax Liabilities of the Entity. Where an Entity is deregistered, dissolved, or otherwise ceases to operate within the Zone, any outstanding credit balance shall be refunded to the Entity's Official Wallet within thirty (30) calendar days of the issuance of a final Tax Clearance Receipt pursuant to Article (14)(g). In all other cases, no cash refund shall be issued unless the Regulator determines, in its reasonable discretion, that exceptional circumstances justify a refund. The Entity may submit a written refund request with supporting documentation. The Regulator shall respond within twenty (20) business days of receipt.
9. In the event of a failed payment due to insufficient funds or system errors:
   1. The Registrar shall notify the Entity immediately;
   2. Seven (7) business days shall be granted to resolve the issue ("Resolution Period");
   3. If the issue remains unresolved after the Resolution Period, the Entity shall begin incurring the Late Payment Penalty defined in Article (20); and
   4. The Regulator may, in its discretion, take additional measures to enforce compliance, including suspension of the Entity's access to Zone services. The Regulator shall have no power to seize, freeze, or otherwise encumber the assets of a Regulated Entity without prior authorization from a competent court of Zanzibar, regardless of the amount involved.
   5. Where the Regulator seeks such authorization, it shall: (a) issue a formal written Notice of Intended Enforcement Action to the Entity no less than fifteen (15) business days prior to filing any application with a competent court, specifying the grounds, the assets targeted, and the amount of the outstanding liability; (b) provide the Entity with the opportunity to remedy the outstanding liability or submit a written objection within that fifteen (15) business day period; and (c) proceed to seek court authorization only where the liability remains unresolved and no valid objection has been upheld. Notwithstanding the above, where the Regulator has reasonable grounds to believe that there is an imminent and credible risk of asset dissipation or fraud, it may apply to a competent court of Zanzibar for an emergency interim freezing order on an ex parte basis, subject to prompt written notification to the Entity and the Entity's right to seek an urgent discharge of that order. Any such interim order shall not exceed thirty (30) calendar days without renewal by the court.
   All enforcement actions under this Article shall be subject to review, consistent with Article (21).

Article 15Transfer Pricing

1. All Transactions between a Regulated Entity and any Related Party shall be conducted on arm's-length terms, as if the Transaction had been entered into between independent parties acting in their respective self-interests under comparable circumstances.
2. Where the Regulator determines that the terms of a Related Party Transaction do not reflect arm's-length conditions, it may adjust the Income of the Regulated Entity to reflect the income that would have arisen under arm's-length conditions.
3. Regulated Entities that enter into Related Party Transactions shall maintain Transfer Pricing documentation in accordance with the following tiers:
   1. Tier 1 — Below USD 500,000 aggregate annual value: No formal documentation is required. The arm's-length principle set out in Article (15)(a) shall nonetheless apply.
   2. Tier 2 — USD 500,000 to USD 5,000,000 aggregate annual value: The Entity shall maintain simplified contemporaneous documentation comprising: (a) a description of the Related Party and the nature of the Transaction; (b) the pricing methodology applied and the reasons for its selection; and (c) a brief narrative justification of how the pricing reflects arm's-length conditions.
   3. Tier 3 — Above USD 5,000,000 aggregate annual value: The Entity shall maintain a full Transfer Pricing file comprising all items in Tier 2 plus: (a) a functional analysis of the Entity and the Related Party in respect of the Transaction; and (b) benchmarking analysis or comparable data demonstrating that the pricing reflects arm's-length conditions.
4. Transfer Pricing documentation shall be provided to the Regulator upon request within twenty (20) business days. Failure to provide documentation when requested shall result in the Regulator making its own determination of the arm's-length price, which shall be deemed final absent clear evidence to the contrary submitted by the Entity.
5. The Regulator shall apply transfer pricing methodologies consistent with the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations, OECD Publishing, Paris (2022 edition), as updated from time to time. The Regulator may by Rule or Circular specify which methodologies are approved for use by Regulated Entities within the Zone. Where a more recent edition of the OECD Transfer Pricing Guidelines has been published, the Regulator shall notify Regulated Entities via the Zone OS dashboard and update the applicable reference by Circular, without the need for a formal amendment to this Code.

Article 16Tax Residency Certificate

1. Upon request, the Regulator shall issue a Tax Residency Certificate ("TRC") to a Regulated Entity confirming its tax status within the Zone for a specified period.
2. A TRC shall set out:
   1. the name and registration number of the Regulated Entity;
   2. the tax period covered;
   3. the applicable rate of tax under Article (7); and
   4. confirmation that the Entity is in good standing and has no outstanding unresolved Tax Liabilities.
3. A TRC shall be valid for a period of twelve (12) months from the date of issuance, unless revoked earlier due to a change in the Entity's compliance status.
4. A TRC may be used by the Regulated Entity to support claims for double tax relief or treaty benefits in foreign jurisdictions, in accordance with applicable bilateral tax treaties to which Zanzibar or the United Republic of Tanzania is a party.
5. The Regulator shall not issue a TRC to an Entity that has outstanding unresolved Tax Liabilities, is subject to an active enforcement action, or has been suspended. A TRC previously issued shall be revoked if any such circumstance arises during its validity period.
6. The Regulator may prescribe a fee for the issuance of a TRC by Rule or Circular.

Article 17Double Taxation

1. To prevent double taxation of income earned by a User through its Digital Resident, this Article provides a mechanism for tax relief to tax residents and citizens of Zanzibar and Tanzania who are subject to the tax laws of Tanzania as described in Article 7(c) above.
2. A User shall be eligible for relief under this Article (17) if:
   1. User is a citizen of the United Republic of Tanzania;
   2. User withdraws from the Zone income or profit distributions earned through its Digital Resident or as a consequence of its shareholding or membership in a Zone Enterprise; and
   3. The same income or profit distributions have been taxed by the Tax Authorities under the User's personal income tax obligations.
3. A User who meets the requirements of Article (17)(b) shall be entitled to a tax credit equal to the amount of tax previously paid to the Regulator on that income (the "Credit").
4. The Credit shall be applied against future Tax Liabilities of the User's Digital Resident, up to the value of the tax previously paid to the Regulator on that income.
5. The Credit may be carried forward for a period of up to thirty-six (36) months from the date of approval. No cash refund shall be issued for unused Credit. Where the Entity is deregistered before the Credit is fully utilised, the unused balance shall be forfeited unless the Entity demonstrates that the underlying tax was paid within the twelve (12) months preceding deregistration, in which case the Regulator may, at its discretion, issue a partial refund.
6. To claim the Credit, the User must submit to the Registrar:
   1. Certified proof of tax payment to the Tax Authorities;
   2. Evidence showing that the income taxed by the Tax Authorities was derived from the Digital Resident; and
   3. A request for Credit within six (6) months of the Tax Authorities tax payment date.
7. The Regulator reserves the right to verify, audit, or reject claims for Credit that do not meet the conditions set forth above. Credit obtained through misrepresentation or error may be reversed and subject to penalty.

Article 18General Anti-Avoidance Rule

1. Where the Regulator determines that a Transaction, arrangement, or series of arrangements:
   1. lacks genuine commercial substance; and
   2. was entered into primarily or wholly for the purpose of obtaining a tax benefit under this Code that would not otherwise be available;
   the Regulator may disregard, recharacterise, or adjust the Transaction or arrangement for tax purposes to reflect its true economic substance.
2. In determining whether an arrangement lacks genuine commercial substance, the Regulator may consider, without limitation:
   1. whether the arrangement has a bona fide business purpose beyond tax avoidance;
   2. whether the arrangement would have been entered into in the same form absent the tax benefit;
   3. whether the economic risk and reward of the arrangement is consistent with its legal form; and
   4. whether the arrangement involves circular flows of funds or self-cancelling transactions.
3. Before making a determination under this Article, the Regulator shall issue a written notice to the Entity, setting out its preliminary view and the grounds for it, and granting the Entity twenty (20) business days to provide a written response.
4. Any determination made under this Article shall be subject to appeal in accordance with Article (21).
5. This Article shall not apply to arrangements that have been the subject of a binding Advance Tax Ruling issued under Article (11C), provided that the arrangement was carried out in material accordance with the ruling.

Article 19Tax Payments

1. The Regulator, acting as the designated tax intermediary for the Zone, is responsible for remitting taxes on behalf of Regulated Entities to the Tax Authorities in accordance with the SEZ Designation (2024), which it shall do on a periodic basis.
2. Tax payments shall be held by the Regulator in a secure, segregated account on behalf of the Regulated Entities pending remittance to the Tax Authorities.

Article 20Enforcement and Penalties

1. An Entity shall be considered non-compliant if it:
   1. fails to maintain sufficient funds in its Official Wallet at the time the Tax Liability falls due;
   2. submits false or misleading information to the Regulator or its designee; or
   3. acts in bad faith, which for the purposes of this Regulation shall include, without limitation, the following: (a) submitting a Discrepancy Claim that the Entity knows, or ought reasonably to know, to be without factual or legal merit, for the purpose of delaying or avoiding payment of Tax Liability; (b) submitting two (2) or more successive Discrepancy Claims on the same grounds following a Denied Claim, without new supporting evidence; (c) deliberately maintaining Accounting Records in a form that obscures the true Income of the Entity; (d) manipulating, falsifying, or causing the manipulation or falsification of data recorded on the Zone OS; or (e) colluding with any third party to misrepresent the Entity's Tax Liability.
2. The Regulator may impose, inter alia, the following penalties for non-compliance:
   1. Late Payment Penalty: A flat fee of ten percent (10%) of any unpaid taxes, per month of delay, assessed daily.
   2. Misreporting Penalty: A penalty of up to twenty-five percent (25%) of the underreported tax liability if a discrepancy is found to be the result of willful misrepresentation, or any other act or omission intended to avoid or delay payment of tax.
   3. Suspension of Services: In cases of ongoing or serious violations of this Code, the Regulator may suspend access to Zone services and freeze assets.
3. The Regulator may waive or reduce penalties in whole or in part where the Entity acted in good faith and took prompt corrective measures, or where the violation resulted from a bona fide error or system failure not attributable to the Regulated Entity.

Article 21Appeals Process

1. A Regulated Entity may appeal any of the following decisions of the Regulator ("Appealable Decision"):
   1. a Denied Claim under Article (13)(e)(1);
   2. the imposition of any penalty under Article (20);
   3. a suspension of Zone services under Article (20)(b)(3); or
   4. an enforcement action or asset seizure under Article (20)(b)(3).
2. To initiate an appeal, the Entity must file a written Notice of Appeal through the Zone OS dashboard within twenty (20) business days of receiving the Appealable Decision, setting out:
   1. the Appealable Decision being challenged;
   2. the grounds of the appeal; and
   3. the remedy sought.
3. The filing of a Notice of Appeal shall operate as an automatic stay of enforcement of the Appealable Decision, pending final determination of the appeal, except where the Regulator has reasonable grounds to believe that there is an imminent risk of asset dissipation or fraud, in which case interim measures may remain in effect.
4. The appeal shall be reviewed by an independent Appeals Panel ("Panel") composed of three (3) members appointed by the Regulator, at least one of whom shall be a qualified legal or tax professional with no prior involvement in the Appealable Decision.
5. The Panel shall review all relevant evidence and issue a written determination within thirty (30) business days of receiving the Notice of Appeal. The Panel may:
   1. uphold the Appealable Decision in whole or in part;
   2. reverse the Appealable Decision in whole or in part; or
   3. remit the matter back to the Registrar for reconsideration with directions.
6. The Panel's determination shall be final and binding within the Zone, subject to any right of recourse to the competent courts of Zanzibar.
7. The Regulator shall issue Rules specifying the composition, procedures, and fees, if any, of the Appeals Panel.

Article 22Voluntary Disclosure Programme

1. A Regulated Entity that identifies an error, omission, or underreporting in its Accounting Records or a previously confirmed Tax Report may voluntarily disclose such error to the Registrar through the Zone OS dashboard ("Voluntary Disclosure").
2. A Voluntary Disclosure must be submitted before:
   1. the Regulator has initiated an audit or investigation of the Entity in respect of the relevant tax period; or
   2. the Regulator has issued written notice that it has identified a discrepancy in the Entity's records for the relevant period.
3. Where a valid Voluntary Disclosure is submitted, the following reduced penalties shall apply in lieu of those set out in Article (20)(b)(2):
   1. no penalty shall apply where the underpayment resulted from a genuine error and is paid in full within ten (10) business days of the Voluntary Disclosure; or
   2. a penalty of five percent (5%) of the underreported Tax Liability shall apply in all other cases of valid Voluntary Disclosure.
4. Interest on the underpaid amount shall continue to accrue from the original due date until the date of full payment, in accordance with Article (20)(b)(1).
5. A Voluntary Disclosure shall not be available to an Entity more than twice in any rolling twenty-four (24) month period. Repeated use of the Voluntary Disclosure Programme as a substitute for proper record-keeping may be treated as reckless misreporting under Article (20)(b)(2) at the Regulator's discretion.

Article 23Privacy

1. All Tax Reports, Accounting Records, financial data, correspondence, and system logs relating to the Entity shall be treated as confidential by the Registrar and shall not be disclosed to any third party except with the express consent of the Regulated Entity or as required by applicable law.
2. Where third-party systems or services are used to process financial data the Regulator shall require contractual assurances of data protection and satisfy itself that those systems comply with adequate security protocols and confidentiality measures.

Article 24Amendments and Review

1. The Regulator reserves the right to amend, supplement, or repeal any provision of this Code as may be necessary to improve regulatory clarity and efficiency or adapt to evolving financial technologies, digital business models, and market practices within the Zone.
2. Any amendment to this Code shall be communicated to all Regulated Entities through the Zone OS dashboard and accompanied by an explanatory note summarizing the rationale and impact of the change.
3. Unless otherwise specified, amendments to this Code shall enter into force no earlier than thirty (30) calendar days after publication and communication to all Regulated Entities through the Zone OS dashboard.
4. Amendments that materially alter the rate of tax, the definition of Income, or the penalty structure shall enter into force no earlier than ninety (90) calendar days after publication.
5. In cases of urgent necessity, including where an amendment is required to prevent harm to the Zone, its Regulated Entities, or the Tax Authorities, the Regulator may apply a shorter notice period of no less than seven (7) calendar days, provided that the Regulator publishes a written statement of the reasons for urgency alongside the amendment.