How to Incorporate a Company in Uganda: A Step-by-Step Guide

Introduction:

In Uganda, companies are governed by the Company Act 2012. A company is an artificial legal entity that is separate and distinct from its members or shareholders. It can sue and be sued by other parties in case of failure to fulfill obligations. There are various types of companies in Uganda, such as registered companies, public and private companies, statutory companies, chartered companies, corporation sole, holding and subsidiary companies.

Incorporating a company in Uganda can be a fulfilling and rewarding endeavor. This step-by-step guide will walk you through the process, highlighting the legal requirements, essential documents, and procedures necessary for a successful company registration. By following these clear instructions, you can navigate the path to incorporation with confidence and set the stage for your entrepreneurial journey.

Step 1: Name Reservation

1. Begin by selecting a unique and catchy name that represents your business.
2. Visit the Uganda Registration Services Bureau (URSB) website or their physical office to check the availability of the chosen name.
3. Complete the necessary forms and pay the required fee to reserve the name.
4. Then URSB will review your application, and upon approval, the name will be reserved for 30 days within which you can take the next steps to incorporate your company. Take note that upon expiry of the 30 days you will have to renew the reservation of reserve a fresh name.

Step 2: Drafting Memorandum and Articles of Association

1. Prepare the Memorandum and Articles of Association, outlining the objectives, structure, and internal regulations of your company.
2. The Memorandum of Association is a crucial document for the company as it contains important information. It includes the nature of the company, registered office/postal address, the amount of share capital, the objects of the company, and the liability of the members.
3. The Articles of Association must contain regulations for managing the internal affairs of the company. The company may only engage in activities and exercise powers that have been conferred upon it.
4. They must be signed by each subscriber to the memorandum in the presence of at least one witness who must attest to the signature.
5. The memorandum and articles, if any, should be delivered to the registrar, who will retain and register them. The registrar will assign a registration number to each registered company, which should be indicated on all official documents.

Step 3: Shareholders and Directors

1. Identify shareholders and directors who will play vital roles in your company.
2. Collect their personal details, including full names, addresses, nationalities, and copies of their identification documents.
3. Ensure compliance with the Companies Act regarding the qualifications and responsibilities of directors.

Step 4: Capital Structure

1. Determine the authorized share capital, specifying the number and value of shares to be issued.
2. Align the capital structure with the provisions outlined in the Companies Act to ensure transparency and efficient financial management.

Step 5: Other Required Documents

Statement of Nominal Capital

A business under incorporation needs to draft a statement of nominal capital. This document shows the amount of capital the company is registered with, i.e., the startup capital the company actually has.

Appointment of Directors and Secretary

Directors and the company secretary can be appointed from the promoters/members of the company. They play specific roles as provided by the Company Act 2012.

Their full names, age, addresses, identification documents, nationalities, and other qualifications as required by the Company Act 2012 should be provided.

A Statutory Declaration of Compliance

A statutory declaration of compliance is a document sworn by a legal practitioner, promoter, or a person named in the articles as a director or secretary of the company.

The document indicates that all requirements have been complied with in the formation of the company.

Beneficial Owners Information

The law requires every company to keep a register of its beneficial owners. This discloses the personal information of the beneficial owners of a company, the nature of ownership or control they may have in the company and the date they became beneficial owners.

NOTE:  Identification documents (IDs/passports) of directors and shareholders are required to be attached. All forms mentioned above can be accessed through the URSB website or by physically obtaining them from their offices.

Step 6: Submission to URSB

1. Compile all the required documents and complete the necessary forms.
2. Submit the application to the URSB, including the relevant fees.
3. The URSB will review the application for completeness and compliance.
4. If approved, you will receive a Certificate of Incorporation, signalling the successful registration of your company.

Step 7: Tax Obligations and Licenses

1. Register your company with the Uganda Revenue Authority (URA) to fulfil your tax obligations.
2. Obtain any additional licenses or permits required for your specific business activities from entities such as Kampala Capital City Authority to obtain trading licence.
3. Comply with all tax regulations and renew licenses as necessary to ensure ongoing compliance.

Conclusion:

Incorporating a company in Uganda involves several crucial steps, from reserving a name to obtaining the Certificate of Incorporation. By following this step-by-step guide and adhering to the legal requirements outlined in the Companies Act and other relevant laws, you can successfully register your company and embark on a journey towards growth and prosperity. Remember to seek professional advice and guidance, if needed, to ensure a smooth and seamless incorporation process. Good luck with your entrepreneurial endeavors!