Morgan Creek Productions and Emmett Furla Films are in final negotiations to partner on the biopic of the late rapper.
Tupac Shakur rose to fame in the 1990s with politically-charged music inspired by his Black Panther parents, and became central to the East Coast-West Coast rap rivalry.
He was shot on the street in Las Vegas and died six days later.
The murder was never solved, and Tupac has become the subject of various conspiracy theories alongside his fellow rapper Biggie Smalls.
His mother Afeni Shakur will serve as executive producer on the film.
Tupac will shoot in Atlanta.