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How to register a company in Uganda

PROCEDURE FOR REGISTERING LOCAL COMPANIES IN UGANDA

  1. Private Limited Liability Company
  2. 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
  1. File the required documents for registering a company
    a) Form for registration of a company.
  2. Memorandum and Articles of Association

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.

  1. c) 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
  1. d) 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
  1. e) Company Form 7 – Particular of Directors and Company Secretary

This form is mandatory and it is a requirement that it signed by one of the directors and the Company Secretary

  1. f) Company Form 9 – Notice of Situate of Business

This form is mandatory at the time of registration but must be filed within 21 days of registration. It is a requirement that it signed by one of the directors and the Company Secretary

Payment of the necessary fees
• Assessment/payment registration of the necessary or required fee is available at the Business Registry or you may use the self-assessment option on the Uganda Revenue Authority web portal

• Make payments in the bank. The payment is 1.5% of the share capital.

  • Present the documents for registration with the receipt
  • Registration process begins
  1. Registration of a Public Company
    • The procedure is as above however;
    • At the time of registration of articles of association, a public company shall adopt Table F –Code of Corporate Governance in the Companies Act, 2012.

The Articles of Association will need to specify that the company may invite the public to subscribe for shar.

PROCEDURES FOR REGISTERING FOREIGN COMPANIES IN UGANDA

These are companies incorporated outside Uganda and are registered in Uganda

The requirements/ procedure are;
a) A certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, and, where the instrument is not written in the English language, a certified translation of the instrument

b) A list of the directors and secretary of the company

c) A statement of all subsisting charges created by the company not being charges comprising solely property situated outside Uganda

d) The names and postal addresses of one or more persons resident in Uganda authorized to accept on behalf of the company service of process and any notices required to be served on the company

e) The full address of the registered or principal office of the company

(2) The list referred to in (b) shall contain the following particulars with respect to each director and secretary: his or her present first name and surname and any former first name or surname, his or her usual postal address, his or her nationality and his or her business occupation.

If you would like to register a company in Uganda, please contact us on info@capitaregistrars.co.ke