Registering a new Company

PROCEDURES FOR REGISTERING LOCAL COMPANIES IN UGANDA

1.Private Limited Liability Company
Make an application for reservation of a name
• Upon payment of the required fee, the suggested name, is subjected to a search in the business registry database.
• Once the name passes the similarity, defensive, offensive, desirability test then it is reserved.
• Reservation is valid for 30 days

File the required documents for registering a company

a)The form for registration of a company.
b)Memorandum and Articles of association : If a company has memorandum and articles of association they must be registered.

The Memorandum of association must state the following:
• Name of the company
• Address
• Object clause
• Share capital
• Class, value and number of shares
• Subscribers, their occupation, postal address and the number of shares subscribed, in case of the company limited by shares
• Provision for the signature
• Must be dated and witnessed
• Where the subscriber to the Memorandum is a corporate entity, the seal of the company be appended

The standard format for the Memorandum of association is provided in the 3rd schedule to the Companies Act No.1 of 2012.

• Format for a company Limited by shares is provided for in Table B
• Format for a company Limited by Guarantee and not having share capital is in Table C
• Format for a company Limited by Guarantee and having share capital in is Table D
• Format for an Unlimited company having a share capital is in Table E

The Articles of Association provide the following information

• Sets down the rules that govern the internal management of the company
• It must be signed by the subscribers
• It must state the subscribers names, occupation and address
• It must be dated and witnessed

b) Company Form A1- Statement of Nominal capital

• This form is mandatory at the initial registration of the company
• Must state the share capital, number and class of shares, value of the shares
• Must be dated and endorsed by the person filing it
• Must be witnessed
c) Company Form A2-Declaration of compliance with the requirements of the Companies Act No.1 of 2012.
• This form is mandatory and it is a requirement that it signed by the declarant, dated and must be witnessed by a Commissioner for oaths

Payment of the necessary fees

• Assessment/payment registration of the necessary or required fee is available at the Business Registry or the client may use the self assessment option on the Uganda Revenue Authority web portal (Please preview procedure here)
• Make payments in the bank
Present the documents for registration with the receipt
• Registration process begins

2. Registration of a Public Company

• The procedure is as above however;
• In addition file a Prospectus or Statement in Lieu of Prospectus which must be cleared by the Capital Market Authority
• At the time of registration of articles of association,-a public company shall adopt Table F –Code of Corporate Governance
The Articles of Association will need to specify that the company shall invite the public to subscribe for shares.

PROCEDURES FOR REGISTERING FOREIGN COMPANIES IN UGANDA

These are companies incorporated outside Uganda and are registered in Uganda

The requirements/ procedure are;

1. File Memorandum and Articles of Association or any other document certified by the Registrar of Companies the Country of origin
2. File a certified copy of the certificate of incorporation
3. File company Forms A19, A20, A21 and A22
4. Make the payment of registration fees and hand in the documentation for processing at the Business Registry.