What Is A Business Name?
A trade name, trading name, or business name is a pseudonym used by companies that do not operate under their registered company name. The term for this type of alternative name is a “fictitious” business name. Registering the fictitious name with a relevant government body is often required.
How To Register A Business Name In Uganda?
It is created by the Companies Act No.1 of 2012 which provides the legal framework under which companies can be formed for legal purposes not harmful to society. The Uganda Registration of Services Bureau (URSB) is mandated under the Uganda Registration Services Bureau Act Cap 210 to register all business entities in Uganda which are required by law to be registered.
Within URSB, the Directorate of Business Registration is responsible for the registration of:
- Public/Private companies,
- Foreign companies,
- Legal documents (e.g Constitutions, agreements, deeds, powers of attorney, etc), and
- Security documents (e.g mortgages, chattels, debentures, etc).
Procedures For Registering Local Business In Uganda
1. 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
2. File the required documents for registering a company
a) Memorandum and Articles of association
The Memorandum of association must state the following:
1. Name of the company
2. Address
3. Object clause
4. Share capital
5. Class, value and number of shares
6. Subscribers, their occupation, postal address and the number of shares subscribed, in case of the company limited by shares
7. Provision for the signature
8. Must be dated and witnessed
9. 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 schedule to the Campany Act Cap. 110;
Format for a company Limited by shares is provided for in Table A
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 Cap 110
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 opinion on the URA portal
Make payments in the bank
Present the documents for registration with the receipt
Registration process begins
Registration Of A Public Business In Uganda
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
The Articles of Association will need to specify that the company shall invite the public to subscribe for shares.
How To Apply For A Business Name In Uganda?
- Search for Business Name
- Identify at least 3 name options.
- Fill in a Name Reservation form, which can be obtained from the physical One Stop Centre (OSC) at Uganda Investment Authority (UIA); the Uganda Registration Services Bureau (URSB) offices or portal; or at the Uganda Bookshop.
- Submit a filled form with proof of payment Cost: UGX 2200 paid to URSB bank account which can be obtain at ant bank
- The officer carrying out the registration will then carry out the name search and reservation then reserve your business name within 1 day
- Reserve the Business Name
- To reserve a company name, the entrepreneur submits the Business Name Reservation Form to the assessment window of the Uganda Registration Services Bureau (URSB).and pay the name reservation fees Cost: UGX 20,000 paid at the (URSB) bank account which can be obtain at ant bank
- Upon payment of the required fee, the suggested name is subjected to a search in the business registry database. If the name passes the similarity, defensive, offensive, and desirability tests, it is reserved for a period of 30 days. There are name-reservation books where the entrepreneur can search and check whether the desired name was approved or rejected and for what reasons. This process takes a period within 2-4 days
- Issue of business certificate
- Your business will be registered on which you will receive a certificate of business name registration and its number
The Benefits Of Registering A Business
Registration & certification
- Obtain legal Identity/status
- Safeguard your business name by acquiring a trade name
- Access opportunities like loans, tenders, financing etc
- Business formalization creates more employment opportunities through business expansion
- Enables registration for licenses e.g Investment, trading and taxation licenses
- Better marketing and advertising opportunities for increased clientele
- Improved competitiveness in the regional market
The Benefits Of Registering A Document
- Registered documents are admissible in the court of law since they have evidential value in the eyes of the law. This means that un-registered documents are not readily acceptable and admissible in a court of law.
- Registered documents safeguard the interest of a buyer since they take effect against every un-registered documents relating to the same property. In other words, the registration of documents preserves the title of the buyer.
- Registering your document puts it on the government record which renders credibility to the document and makes it a notice to the public at large in respect to the subject matter of the document.
Registering A Document
- All major features of the document should be clearly and properly represented on each copy of the document.
- The document should be presented in triplicate (3 copies) and duly witnessed.
Certifying A Document
- Present copies of the document to be certified;
- Pay the certification fees; and
- Hand in the documents and payment receipt at the Business Registry.
All Transactions Are With The Uganda Registration Services Burureau (URSB) At Any Their Listed Branches.Business Phase Out In Uganda
Should your company face financial problems and cannot pay its bills (insolvency),contact the office of the official receiver in URSB and get guidance on any of these options:
- Winding up – dissolving your business by selling off its assets and satisfying the creditors from the proceeds of the sale,
- Administration – appointing an administrator for your insolvent company so as to facilitate its recovery, and
- Receivership – enabling a secured creditor to recover amounts outstanding under a secured loan in the event that your company defaults on the loan.
When closing your company for any reason, wind it up legally so as to avoid unnecessary costs. How to register a business in Uganda
How To Register A Local Business In Uganda?
- Search for the business name
Agency: Uganda Registration Services Bureau
Period: 30 minutes Cost: free
Notes: Quick name check – see main link for naming guidelines - Reserve the Business Name
Agency: Uganda Registration Services Bureau
Period: 1 – 3 hrs Cost: UGX 24,000
Notes: Check status of name application - Obtain Certificate of Incorporation
Agency: Uganda Registration Services Bureau
Period: 4 – 6 hrs Cost: Various options
Notes: Subject to submission of all relevant documents - Obtain an Investment License
Agency: Uganda Investment Authority
Period: 2-5 Days Cost: Free of Charge
Notes: For foreign investors - Obtain a Taxpayer Identification Number (TIN)
Agency: Uganda Revenue Authority
Period: 1-10 Days Cost: Free of charge but if third party used, agent costs apply - Obtain a Trading License
Agency: Local Municipal Authority/Council Authority
Period: 1 Day Cost: UGX 78,750 – UGX 498,750
Notes: Business premises should be ready for inspection. Expire on 31st December each year - Register with National Social Security Fund (NSSF)
Agency: National Social Security Fund (NSSF)
Period: 1-7 Days Cost: Free of Charge
Notes: Applies to all employers with 5 or more employees
Forms: Employer registration form, Employee registration form - Make a Company Seal
Agency: Seal Maker
Period: 1 Day Cost: UGX 225,000
Notes: Different from company stamp. Put in secure place and limit access.
How To Register A Foreign Business In Uganda?
A foreign company is one which is incorporated in another country. If such a company wishes to carry out business in Uganda, it must be registered locally. To register a foreign company, the following documents are required for the above process:
- Certified copies of Memorandum of Articles of Association/Charter/ Constitution and Certificate from the country of origin duly witnessed.
- Registration forms:
- Form 24 – Particulars of Directors and Secretary
- Form 13 – Statement of all subsisting charges
- Form 25 – List of Names and Address of Persons Resident in Uganda authorized to accept service on behalf of the company
- Form 26 – Address and Principle Office of Company.
Office Locations & Contacts To Register A Business Name In Uganda
Uganda Registration Services Bureau
Plot 5 George Street, Georgian House
P.O.Box 6848 Kampala Uganda
URSB General Line: +256 414 233 219
Registrar General: +256 414 235 915
Fax: fax Line: +256 414 250 712
E-mail : ursb@ursb.go.ug
Website: URSB
Other branches
Kampala
Posta Uganda Main office,
Kampala Road Booth 2 & 3.
UIA Offices, Twed Plaza
(1st Floor) Lumumba Avenue.
Nakivubo – Sekaziga House Floor 1, Nakivubo mews.
Mbale – Plot 3, Park Crescent.
Ministry of Justice and Constitutional Affairs
Mbarara– Plot 1, Kamukuzi Hill
Gulu – Plot 6B Princess Road
Arua – Plot 42/44 Packwach road
Uganda Revenue Authority (URA)
P.O BOX 7279
KAMPALA(U)
TEL: 0417-442054
E-mail: info@ura.go.ug
Website:[ http://www.ura.go.ug Uganda revenue authority]
The investment Uganda centre
Plot 22B Twed Plaza
Lumumba Avenue ,Nakesero
P.OBOX 7418 Kampala
Email address.ifo@ugandaivest.go.ug
General line: 0414301000
One stop centre: 0417788300