Documents Required To Register A Company In Uganda

Documents Required To Register A Company In Uganda

A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals.

A company is a body corporate or an incorporated business organization registered under the companies act. It can be a limited or an unlimited company, private or a public company, company limited by guarantee or a company having a share capital, or a community interest company.

In simple terms, the purpose of a company is to have a meaningful vision and then to be profitable in achieving it. And we should qualify “profitable”: profitability means long-term sustainable returns, and each word in that phrase is critical.

Procedures For Registering Local Companies 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 Company

    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.

Registration of Foreign Companies

These are companies incorporated outside Uganda and are registered in Uganda

The requirements/ procedure are;

 File Memorandum and Articles of Association or any other document certified by the Registrar of Companies the Country of origin

    File a certified copy of the certificate of incorporation

    File company Forms A19,A20,A 21 and A22

    Make the payment of registration fees and hand in the documentation for processing at the Business Registry.

Documents Required To Register A Company In Uganda

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.

How Important Is It To Register Your Company Under URSB?

First, it helps to gain legal documents like a certificate of incorporation and postal address that might help you obtain financial loans from any financial institution.

URSB acts like an umbrella for your business name by acquiring a trademark logo/brand.

Business formalization creates more employment opportunities through business expansion.

Obtains better marketing strategies and advertising opportunities for increased customers through domestic and foreign markets.

Boost your level of competitiveness in the regional market with your foreign competitors in the same race.

How To Register A Local Business/Company In Uganda

1. Search for a business name from the URSB, and this may take up to 30 minutes to receive a notification or confirmation.

2. Name reservation; take it for reservation after selecting your business name. This process may take up to 1hour, and the cost is 20,000ugx. Remember, name reservation takes only 30days to expire or before starting the registration process.

3. Company registration; registration process requires you the following documents; memorandum of understanding and article of association with board resolution signed on by a lawyer, company forms (this one you can pick from URSB or download online), and postal address. The cost for this depends on your company’s share capital.

4. Certificate of incorporation; when you submit relevant documents, the process may take up to 3-7days to pick up your certified copies and certificate of incorporation.

5. Obtain Tin; apply for tax invoice number from Uganda revenue authority; this can be done online or by submitting your certified documents containing a third party to URA’s offices.

6. Apply for a trading license from the local municipal authority; note that this one expires on 31st December of every year.

7. Register with NSSF (National Social Security Funds). Here, you need to take employer forms and employee forms for registration, and this may take up 1-7days and cost-free of charge. Note that NSSF is for all companies registered as private or limited by share capital.

8. Copies of original national identity cards, passport photos, and signatures for directors and secretaries. Note; signatures that appear on registration documents should be similar to those that appear on their national ids.

9. Email address and contacts for your company,

10. Get a company seal or stamp for your company from Posta Uganda.

How To Registering A Foreign Business/Company In Uganda

To register a foreign company in Uganda, the following documents are required for the entire process:

You need certified copies of the Memorandum of Articles of Association/Constitution and certificates from the country of origin.

Registration forms:

Form 24, this form contains the names of directors and secretaries.

Form 13, this form shows statements of all subsiding charges.

Form 25, this form is indicating names and postal addresses for the company.

From 26, to allocate the company’s address and the physical principal’s office.

Other additional documents;

Bill of lading to confirm importation of tools like machinery and tractors.

A copy of the secretary license issued by the Uganda government ministry or department agency to your company

Certificate of approval by the National Environment Management Authority (NEMA)

Registering Of Non-Governmental Organizations In Uganda

NGOs are voluntary groups or institutions with a social mission, vision, and objectives that operate independently from government public institutions. NGOs are non-profit-making; instead, they help empower and better our society. They generate and create their funds through contributions and donations from the public. To register an NGO in Uganda, one should be obtaining the following documents;

1. Obtaining a certified copy of the incorporation certificate

2. Copy of the organization’s governing documents

3. Approval of payment of the prescribed fees

4. Agreement showing the governance structure

5. Source of funding of the activities of your organization

6. Copies of valid identification documents for at least two founder members

7. Meeting minutes and resolutions of the members authorizing the organization to register with the Bureau

8. A recommendation from; district NGOs monitoring committee where the headquarters are located and government department agencies.

9. Application for registration of an organization assigned by at least two founder members

Cost To Register A Company In Uganda

Registration fees of nominal capital of 1M-5MUGX 50,000
Registration fees of nominal capital exceeding 5M1% of Share Capital
Stamp duty0.5% of share capital on new companies with share capital above 5M
Registration of certified copy of memorandum or equivalentUGX 945204.25

Registering A Sole Proprietorship In Uganda

A sole proprietorship is defined as an individual engaged in the business independently or running a business by themselves and has unlimited liability for the business debt.

Becoming a sole proprietorship in Uganda, you need first to take the following steps to get your company or business fully registered;

a) Register your business with Uganda Revenue Authority to get a formal trade name or brand logo and tax identification number recognized by a legal entity. The following documents are needed ;

A copy of national identity cards or passport

Completed individual application form

Office Location To Register A Company In Uganda

Business Registration Bureaus

Headquarters. Plot 5 George Street Georgian House

P.O. Box 6848 Kampala Uganda.

Phone: +256 414 233 219.

Call center +256 417 338 100.

Whatsapp: +256 712 448 448.

Toll free: 0800 100 006.