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Doing Business in Uganda
 
 
 

General

A business may be conducted by individuals, partnerships, trust companies or branches of foreign companies.

A Ugandan company may be public or private, there is no distinction in the names as both are Limited. Companies are governed by the Companies Act, 1964. There is no minimum equity capital requirement for companies.

The private company is the most common vehicle for operating a business in Uganda. It can have a minimum of two members who do not have to be Ugandans.

A branch of a foreign company may operate in Uganda if it registers with the Registrar of Companies and delivers to the Registrar a certified copy of the Memorandum and Articles of Association and a certified translation in English, if necessary, and certain other information.

The accounts of the branch must be prepared and audited annually and a copy of the financial statements must be submitted to the Registrar for registration.

Locally registered private companies are also required to be audited, but are not required to submit their annual financial statements to the Registrar of Companies.

Forms of Business Organisation

Sole Proprietorship

A sole proprietor is an individual engaged in a business or profession on his own account. Any individual is free to establish a business in Uganda. The proprietor is responsible for the business and is personally liable for the business debts.

To register a business name, a statement in writing in the prescribed form containing the following particulars must be furnished to the Registrar:

• the business name;
• the general nature of the business;
• the name, surname, nationality and usual place of residence.

The cost of registering the name is very minimal ($100). The usual balance sheet date is 30th June to coincide with the fiscal year. However, a person can opt for any other accounting date, the most common being 31st December.

Partnership

This form of business is mainly used for professional, small and family-owned firms.

All partners are jointly and severally liable for the obligations of the partnership. A partnership is governed by the Partnership Act (Cap.86).

The procedure, cost of forming a partnership and the usual balance sheet date is the same as that of Sole Proprietorship.

Private Limited Liability Company

This form of business is the most common for foreign investors. Companies that incorporate under the Companies Act (Cap.85) enjoy legal entities separate and apart from those individuals who comprise the officers, members and shareholders of the company. This means that a company enjoys a legal personality fully distinguished from the people who run it.

To form the company, the following documents must be submitted to the Registrar of Companies:

• Memorandum of Association;
• Articles of Association;
• a statutory declaration by a legal practitioner engaged in the formation of the company or by a person named in the Articles as a director or secretary of compliance with the registration requirement of the Act;
• a statement of nominal capital (there is no minimum capital requirement).

A private company must have at least two members and at least two directors and can commence business immediately upon incorporation.

The formation cost is $1,000 plus 1% stamp duty on nominal share capital and the usual balance sheet is 30th June. However, a company can opt for another accounting date.

Public Limited Liability Company

To incorporate a public company, there must be at least seven members owning shares with no maximum limit. In addition, it must have a certificate to commence business before operating.

All the other formalities are the same as forming a private company except the following additional documents are required:

• a statement with the names and particulars of all the directors and secretary signifying their consent to be such;
• a prospectus (or statement in lieu of prospectus).

Foreign Branch

Business may be carried out in Uganda through a company incorporated outside Uganda. Such a company must however register a branch in Uganda by submitting to the Registrar of Companies the following documents:

• a certified copy of the charter, statutes or memorandum and articles of association of the company in English;
• a list of directors and secretary, their names, usual postal address, nationality and business occupation;
• the full address of the registered or principal office of the company;
• a statement of all subsisting charges created by the company;
• the names and addresses of residents authorised to accept service of process and notice;
• the cost of forming a foreign branch is approximately $1,000.

 

 
 

 



 


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