HOW TO COMMENCE OR REGISTER A BUSINESS IN UGANDA

There are various ways in which an individual or individuals can commence business. The type of legal business entity an individual(s) can choose to  form  or register depends of on the type of business one intends to conduct or  amount of intended nominal capital, numbers of individuals that are willing to work together among other factors. The following are some of  types legal business entities  one may decide to register in order to do business. 

1. Partnership/ Firm;
2. Sole Proprietorship
3. Company 

PARTNERSHIP 

A partnership is a relationship between two or more people who carry on business with a view of making profits.  A partnership can either be a General/Ordinary Partnership with its members not exceeding 20 , Professional  Partnership with it members not exceeding 50 or  a Limited Liability Partnership (LLP) 

A Limited liability partnership  is a form of partnership  where its  management and control is  granted to a general partner (s) and the limited liability partner is only liable to ascertain debts. it is the only partnership that is registered. 

If individuals are to form either a Ordinary / General or Professional Partnership they do not need to register it because it is a relationship. They only need to register a Firm Name or Business Name in which they intend to use while conducting business. 

PROCEDURE FOR REGISTRATION OF EITHER ORDINARY PARTNERSHIP OR  LIMITED LIABILITY PARTNERSHIP  

•  Search and Reserve the prospective Business Name using a Business names Registration Form referred to as a statement of particulars. 
•  pay the required registration fees and lodge it for registration with Uganda Registration Services Bureau. 
• Upon completion of Registration the Registrar of Business Name  issues the firm  with a Certificate of Registration of Business Name which now becomes  the Firm Name. 

For the members to have a health business relationship members among themselves, they  should have a partnership deed or agreement spelling out terms in respect of  obligations, duties of the partners, profits and losses sharing, capital contributions,  expulsion, retirement,  dissolution among other terms. 

Later Register the Partnership Deed with Registrar of Documents by paying the required registration fees. 

 For a Sole Proprietorship  one simply registers  a Business Name  one which he or she intends to trade in or to conduct business. 

INCORPORATION AND REGISTRATION OF COMPANIES 

Incorporation is a process of forming a  company. The following types of companies can be incorporated. 

1. Private Company 
2. Public Company 

A private Company is a company that does not invite, transfer or offer shares and other securities  to public. It has got a limit to number of members to from  1 member  to 100 members. 

Public Company is a company that is not private. most public Companies are limited by shares. 

The following Categories of companies can be incorporated either as private or public companies:-

• single member company composed or formed by only one member or individual. 
• limited by shares. They are the most common companies in practice.
• limited by guarantee
• unlimited 

A company limited by shares have nominal capital of  a specified amount divided into a definite number of share each, of  a fixed amount and this information  must be stated in them memorandum of association of the company. 

A private company may be limited by guarantee, although in practice this is rare. Such a company is one whereby the company’s memorandum of association provides for liability on the part of its members to contribute a fixed sum of money towards its debts, should the company be wound up

Unlimited companies,  private companies, are rare in practice. An unlimited company  has its members’ liability is unlimited. In the event of the company winding up, its members are jointly and severally liable for all its obligations. Its  members’ position is comparable to that of partners in a partnership.

 A Single Member  formed by only  one member who  may be either a natural or a legal person, that is say  a corporate entity.  it is either a private company limited by shares or guarantee.

 

  INCORPORATION  FORMALITIES/ PROCEDURE

• pay reservation fees , Conduct search and Reserve a Company name 
• pay registration fees
• pay capital duty 

DOCUMENTS TO SENT TO REGISTRAR OF COMPANIES  

1.  Memorandum and Articles of Association
2.  Statutory Declaration of Compliance  A2 which must commissioned by a Commissioner for Oaths
3. Statement of Nominal Capital A1 must be signed by subscriber and witnessed
4. Particulars of Registration Form attach it with a  passport sized photograph of the Subscribers and ; 
5. receipts of payment government duties and fees  

After incorporation  a company is given a Certificate of Incorporation, from that moment it become a body corporate.  For a private company it can commence business immediately.

However for a public company the same procedure applies with a few modification.

 it cannot commence business until it files with the Registrar a prospectus to mention but a few . 

REGISTRATION OF COMPANIES 

It is only foreign companies that are registered. Foreign company is a company  incorporated outside Uganda 

FORMALITIES AND PROCEDURE FOR REGISTRATION 

 1. Establish a suitable place  of business in Uganda. 

2. Deliver certified copies of memorandum, statute, constitution or charter of the company. 

3. file A19 which for a  particulars if directors and secretary. 

4. file A21 particulars of a charge 

5. file A22 address of  a person to receive notices on behalf of the company . 

6.file A23 provides for head office or principal place of the Company.

7. pay the required registration fees 

8. deliver the documents for registration 

Upon registration the Company will be issued with a certificate of registration of a foreign company 

 OTHER LEGAL REQUIREMENTS FOR COMMENCEMENT OF BUSINESS GENERALLY FOR ALL LEGAL BUSINESS ENTITIES  UPON REGISTRATION OR INCORPORATION 

1. Industrial License 

2.Investment License 

3. Certificate of registration of a workplace 

4. Trade license 

5. Register with National Social Security Fund 

6. Uganda Revenue Authority registration for  Tax Identification Number (TIN) 

7. obtain work permits 

8. obtain  licenses for the regulatory bodies 

It should noted that other legal requirements that might be needed to commence business  depend on the type of business one intends to do. 
 

The Author of this article NAKUEIRA MUSA  is a Legal Associate at M/S KAFEERO & CO. ADVOCATES Hotel Equatorial  Level 3 suit 477  Bombo Road. You can contact me directly for more information via e-mail musanakueira@gmail.com or call me on +256 782025194