Requirements For Opening Up A Company In Uganda

Requirements For Opening Up A Company In Uganda

A Company is a legal person which has capacity and powers to act on its own – the law sees a company in the same light as a natural person.

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).
     

II. Registration & certification

1. Benefits of registering a company:

  • 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

2. 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.

3. Registering a document

  1. All major features of the document should be clearly and properly represented on each copy of the document.
  2. The document should be presented in triplicate (3 copies) and duly witnessed.

4. Certifying a document

  1. Present copies of the document to be certified;
  2. Pay the certification fees; and
  3. 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.
 

III. Business phase out

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:

  1. Winding up – dissolving your business by selling off its assets and satisfying the creditors from the proceeds of the sale,
  2. Administration – appointing an administrator for your insolvent company so as to facilitate its recovery, and
  3. 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 business in Uganda

A. How to register a local business

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.

B. How to register a foreign business

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:

  1. Certified copies of Memorandum of Articles of Association/Charter/ Constitution and Certificate from the country of origin duly witnessed.
  2. 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.