COMPANY REGISTRATION IN UGANDA

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What is a company-

A company is an artificial person created by law having a separate entity with perpetual succession. This means that a Company is separate from its promoters or subscribers.

In Uganda, Companies are registered and regulated by Uganda Registration Services Bureau (URSB). The relevant laws include but are not limited to the Companies Act No. 1 of 2012. According to sec.4 thereof, one or more persons may for a lawful purpose form a Company. The applicant will need an application form under sec. 18, and may support it with a Copy of memorandum and articles of association if any. Once the registrar has received and verified the application along with the required fees (Finance Act 2013 and the Stamp Duty as amended), a certificate of incorporation/registration shall be issued as conclusive evidence of compliance with the necessary requirements (sec. 22).

What else are you required to file after incorporation/registration-

Upon its birth, a company becomes a body corporate distinct from its subscribers/members and is required to comply to a number of statutory obligations. Failure to comply may attract penalties both civil and criminal in nature as well as potential striking off from the business register. These obligations include but are not limited to:

  1. Management/Board

Sec. 185 requires every company to have a director (s). In case of a single member company, in addition to the sole owner being a director, such owner shall appoint a nominee and an alternate nominee director to manage the affairs of the SMC upon the demise of the owner.

However, sec. 188 prohibits acts done by sole person both as director and secretary.

The Board is critical in keeping the company as a going concern through among others, adopting corporate governance principles and ensuring compliance with other statutory obligations.

  1. Address

All companies doing business or registered in Uganda are required to have a registered office and a registered postal address. From the day of commencement of business or 14 days after incorporation, whichever is earlier, a company shall have an address to which all communications and notices may be addressed (Secs 115 & 116).

An address is an essential marketing tool for your business and exonerates one from brief case company syndrome, while at the same time creating a distinction between your professional and private life. For purposes of the postal address, it may be physical, virtual or even care of (C/O) in cases where an authorizing document is attached.

Failure to have such an address shall render the company and every officer in default to a fine of twenty-five currency points (Sec. 115(5)). The registrar of Companies may also erect to deregister the company in default (Sec. 115(4)).

In Uganda, Postal addresses are issued by Posta Uganda. You may also choose to visit Posta at www.eposta.ug for self service.

  1. Return of allotment

Whenever a Company limited by shares or by guarantee and having share capital, makes any allotment of its shares to the shareholders, it shall within sixty days thereafter deliver to the registrar of companies for registration such return of allotment (sec. 61).

Failure to file such a return attracts liability against the officers of the company to the tune of twenty-five currency points and an additional five currency points for every day during which the default continues (Sec. 61(3)).

  1. Register of members

A company is required to keep, at its registered office, a register of its members (119) and shall notify the registrar of companies of the place where the register is kept and any changes thereto (119(3)). Failure to keep such a register attracts a daily default fine of twenty-five currency points against officer responsible for such a default (119(6)).

  1. Annual Returns

All Companies whether limited by shares of Guarantee are required to submit annual returns to the registrar of companies within forty-two days after the Annual General Meeting of the company in issue (Secs. 132,133, 134).

Failure to file Annual Returns attracts a penalty of twenty-five currency points against company and every officer responsible for the default (132 (4) & 133(3)). Further, if for 5 consecutive years no Annual Returns have been filed by the Company, the registrar of companies may be prompted to strike off the company in issue off the register (134(5) & (6)).

  1. Company Resolutions

Company decisions are derived through board meetings and shareholders meetings. These decisions are communicated through board resolutions (Sec.150). Resolutions generally fall into two categories, i.e;

  1. Those passed by the board. These relate to daily operations and may not be registered.
  2. Those passed by members/shareholders. These relate to special resolutions and other resolutions agreed upon by and affecting the members.

N.B:

The wording or content of a resolution can determine whether it’s a board resolution or members’ resolution. This is because the two have clear cut boundaries on matters of jurisdiction. Applicants are therefore advised to ensure the resolutions are signed by the rightful set of people.

Further a single member nay mot sign both as secretary and Director at the same time or on the same application.

Benefits of formalizing your business-

  1. Identity
  2. Corporate status
  3. Financial accommodation
  4. Corporate rescue
  5. Cross border trade
  6. Marketing
  7. Intellectual Property rights

Finally, you may access our online services at;

  1. General website https://ursb.go.ug/
  2. Annual Returns                               http://onlinefiling.ursb.go.ug/brs/pro/um/login
  3. Business Names registration https://ursb.go.ug/business-name-registration/
  4. Company registration       https://ursb.go.ug/registrations/
  5. Name reservation https://ursb.go.ug/name-reservation/
  6. Resolution filing (None contentious) https://ursb.go.ug/submit-resolution/
  7. Application tracker       http://brs.ursb.go.ug/brs/pro/apr/checkstatus#checkstatus
  8. Search search@ursb.go.ug

N.B:

  1. Monetary fines are charged in currency points. Each currency point is equivalent to 20,000/ (First Schedule to the Companies Act 2012).
  2. Payment of statutory fees/registration/ stamp duty and other fees may be done by mobile money and other electronic means.

 END

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