Below is the procedure or steps undertaken to register a public or foreign company in Uganda;
Procedure
- Reservation of Name
- Pay required fees
- Submit Required documents to Uganda Registration Service Bureau
Step 1: Reservation of a Company Name
To get started, make an application for reservation of a Company Name by filling in a Reservation form with 3 choices of possible company names.
Go to the bank and get an assessment of fees to be paid, upon payment of the required fee ,submit the application to URSB.
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.
After approval of the Company name, Reservation is valid for 30 days.
Step 2: Prepare and file required documents to URSB.
For a Public Company
Apart from the normal Procedure, 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.
For a Foreign Company
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 URSB.
Required Documents.
- Memorandum and Articles of Association
- Company form 20 (Particulars of Directors)
- Company form S18 ( Share Capital and Nature of Business)
- Company Form A1- Statement of Nominal capital
- Company Form A2-Declaration of compliance with the requirements of the Companies Act Cap 110
Memorandum and Articles of association
The Memorandum of association must state the following:
- Name of the company
- Address
- Object clause
- Share capital
- Class, value and number of shares
- Subscribers, their occupation, postal address and the number of shares subscribed, in case of the company limited by shares
- Provision for the signature
- Must be dated and witnessed
- 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 Company 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
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
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
Step 3: Make payments in the bank
Assessment/payment registration of the necessary or required fees is available at the URSB or the client may use the self assessment opinion on the URA portal. Make sure all required payments are done, then proceed for submission.
Step 4 : Present the documents for registration with the receipt
Submit the registration documents to URSB for registration and await confirmation. Thereby a Certificate of Incorporation will be awarded as a sign that your company has been fully registered
For more information Regarding the registration of Companies in Uganda, Please Call any of the numbers below and you can also write to:
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
URSB Fax: +256 414 250 712
Director Business Registration: +256 414 258 819
Director Civil Registration: +256 414 341 663
Director Intellectual Property: +256 414 258 818
Email address: ursb@ursb.go.ug
Website: http://www.ursb.go.ug