A TOOLKIT
FOR
BUSINESS REGISTRATION BASICS AND RELATED DOCUMENTS
2015
UGANDA REGISTRATION SERVICES BUREAU
P.O BOX 6848 Kampala, Uganda, Georgian House, Kampala, Uganda
Tel: +256 41 233219,+256 414 258818 Fax : +256 414 257259, 250712,348107
Email: ursb@ursb.go.ug
Website: www.ursb.co.ug
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Toolkit for business registration and related documents
Executive Summary
This toolkit provides a summary of the types of registration, the law, procedures and fees applicable.
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Toolkit for business registration and related documents
TABLE OF CONTENTS
List of laws ......................................................................................................................................................4
General Definitions..........................................................................................................................................5
Types Of Registrations ...................................................................................................................................5
Business Registration.....................................................................................................................................5
Partnerships ...................................................................................................................................................5
Documents Registration..................................................................................................................................5
Certifications....................................................................................................................................................6
Documents registrations..................................................................................................................................6
Benefits of registration.....................................................................................................................................6
Procedures for registration..............................................................................................................................7
Fees payable.................................................................................................................................................10
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Toolkit for business registration and related documents
LIST OF BUSINESS LAW APPLICABLE
COMPANY REGISTRATION
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The Companies Act 2012
The Insolvency Act 2011
The Companies (Government and Public Bodies Participation) Act, Chapter 111
The Collective Investment Schemes Act, 2003
The Capital Markets Authority (Amendment) Act 2011
The Financial Institutions Act, 2004
The Non Governmental Amendment Act 2006
Subsidiary Legislation
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Companies (General) Regulations SI 110-1
The Companies (High Court) (Fees) Rules, SI 110-4
The Finance Bill 2013 viz the Taxes & Duties (Provisional Collection ) Order NO.27 of 2013
The Non Governmental( Amendment) Act 2006
The Collective Investment Schemes (Open Ended Investment Companies ) Regulations 2013.
The Insolvency Regulations 2013
BUSINESS NAMES REGISTRATION
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The Business Names Registration Act, Chapter 109
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The Partnerships Act, 2010
Subsidiary Legislation.
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The Business Names Registration Rules, SI 109-1
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The Business Names Registration (Amendment) Rules, SI 53-2005
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The Business Name Registration (Appointment of Registrar) Order SI 109-2
DOCUMENTS REGISTRATION.
 The Registration of Documents Act, Cap 81
Subsidiary Legislation
 The Registration of Documents (Fees)(Amendment) Rules 2005
 The Registration of Documents (Registrar of Documents)Instrument S.I 81-1
REGISTRATION OF MORTGAGES, DEBENTURES, CHATTELS.
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The Mortgage Act, 2009
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The Chattels Securities Act, 2014
Subsidiary Legislation
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Mortgage Regulations, S.I. No. 2-2012
GENERAL-CROSS CUTTING
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Uganda Registration Services Bureau Act, Chapter 210
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The Stamps Act Chapter 342
The Stamp (Amendment) Act, 2002.
The Stamps (Amendment) Act 2009
The Constitution of the Republic of Uganda
Subsidiary Legislation
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The Uganda Registration Services Bureau Act (Commencement) Instrument, SI 48-2004
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Toolkit for business registration and related documents
INTRODUCTION
BUSINESS REGISTRATION
Registration of businesses is the mandate of URSB. The Directorate of Business Registration (DBR) is
charged with a number of activities. These activities include Name Search & Reservations, New Company
incorporation, Business names registration, Registration of legal instruments and other documents,
Company related documents and Collateral securities such as chattels, mortgages & debentures,
Certifications, and Searches.
The Bureau 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. The Business Registry is
responsible for the registration of:
a) Single member company
b) Public companies
c) Private Companies limited by shares
d) Company limited by guarantee
e) Foreign Companies;
f) Business Names;
g) Legal Documents (e.g. Constitutions, Agreements, Deeds, Powers of Attorney, etc.);
h) Security documents (e.g. Mortgages, Chattels, Debentures, etc.)
Company registration: This is governed by the Companies Act, 2012, which Act amended, replaces the
Companies Act, Cap 110. The purpose of this Act is to govern the incorporation, regulation and
administration of companies and to make provision for related matters.
A company is a legal person which has capacity and powers to act on its own (i.e. the law sees a company
in the same light as a natural person). It is created by the Companies Act which is the machinery that
enables the company to be formed for lawful purposes in Uganda.
Foreign Companies: A foreign company is a company which is incorporated in another country. If such a
company wishes to carry out business in Uganda, it must be registered.
Types of companies: the Companies Act 2012 provides for different types of companies which include;
Private Companies limited by shares including Single member company; Public companies ;Company
limited by guarantee with shares; Company limited by guarantee without shares and Foreign Companies.
Business Names: Business name registration is governed by the Registration of business names Act, Cap
109 which is provides for the registration of firms and persons carrying on business under business names
and for purposes connected.
A business name is the name or style under which any business is carried out whether in partnership or
otherwise. This is different from a company because whereas a company is a separate legal entity with its
own identity in law, a business name is only a name that you are allowed to use to identify yourself or your
services in trade.
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Toolkit for business registration and related documents
Partnerships: A Partnership is defined under Section 2 of the Partnerships Act, 2010 as the relationship
that exists among persons numbering between 2 and 20 who carry on a business together with the aim of
making profits. A Partnership is different from a company because while a company is separate from its
owners and can hold property and sue or be sued in its name, a partnership is not a legal entity of its own;
partnership property is held by the partners exclusively for purposes of the business. Also, when a partner
dies, the partnership is dissolved (unless the Partners agreed otherwise) which is not the case with a
company.
There are two major types of partnership; a general partnership and a limited liability partnership. The
limited liability partnership is more like a Limited Liability Company. In the case of a Limited Liability
Partnership, only one of the Partners is liable for the debts of the partnership. The rest of the partners are
only liable to the extent of their capital contribution to the partnership. In General Partnership, however, all
Partners are fully liable for the Partnership’s debts.
Registration of documents
Registration of documents is governed by the Registration of Documents, Act Cap. 81 which Act relates to
the registration of documents. These documents include Power of Attorney, Deed Poll, Constitution,
Affidavit, Statutory Declaration, Memorandum of Understanding, Agreement, Guarantee, Promissory Note )
Certification of Documents.
To have a document certified one is required to submit copies of the document to be certified with
evidence of payment and then certification is made immediately.
Assessment
Before any fees are paid an assessment (bank slip) is done by our officers at the assessment center
immediately on presenting the document(s) to be registered or self assessment by clients.
All monies are paid through the Bank of your choice. Please note that the Bureau doesn’t receive cash
whatsoever.
Self-assessment is done by clients logging on to the Uganda Revenue Authority (URA) website at
www.ura.go.ug. You may also carry out self-assessment using a link provided on our website. You advised
to contact our office for guidance.
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Toolkit for business registration and related documents
BENEFITS OF REGISTRATION
Benefits of Registering a Company:
When a company is registered, it is said to be ‘incorporated’ and a certificate of incorporation is issued.
Upon incorporation, the company becomes a body corporate separate from its owners. In other words, the
business entity will be recognized under the law as legal and eligible to transact. This means that the
company can, among other things:
a)
trade in its own name;
b)
own and transfer property;
c)
borrow money and provide security in form of a charge on its assets; and
d)
sue (or be sued) in its own name.
Benefits of Registering a business name
Registering a business name helps the proprietor to carry on business under the registered name thereby
distinguishing the owner’s business from that of others
Benefits of Registration of documents
Registered documents are admissible as evidence in a court of law since they have evidentiary 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 unregistered
document 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.
Registration is done only after payment of proper stamp duty and registration fees.
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Toolkit for business registration and related documents
PROCEDURE FOR REGISTRATION
STEPS TO REGISTER A COMPANY.
Step 1
Step 2
Apply for reservation of name.
Apply for company registration (application form, memorandum and articles of
association(optional),forms A1 and A2)
Submit all documents with receipts of payment
Obtain certificate of incorporation/registration within 16-24 working hours.
Step 3
Step 4
Note
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Assessment for fees is done using the URA web portal or self assessment
www.ura.go.ug
Registration of a company requires passport photograph of subscribers.
The documents must be signed by the subscribers.
Please note you can register a Single Member limited liability company.
using
STEPS TO RESERVE A COMPANY NAME
Step 1
Fill the reservation form with the 3 desired names in order of preference
Step 2
Submit the form with confirmation of payment for name search
Step 3
Return after 1 hour for a report on confirmation of name availability
Note :Reservation Form can be obtained from either the Uganda bookshop, the front desk on level 6 or
downloaded from our website. (www.ursb.co.ug)
STEPS TO REGISTER A FOREIGN COMPANY
Step 1
Submit all requisite forms (certified copy of charter, statutes or memorandum and
articles of the company or constitution; list of directors and secretary, statement of
charges, names and postal address of person(s) resident in Uganda authorised to
accept service of behalf of the company, the full address of the registerd or principal
office of the company
Payment of fees
Issuance of registration certificate within 16 to 24 workings hours
Step 2
Step 3
STEPS TO REGISTER A BUSINESS NAME
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Toolkit for business registration and related documents
Step 1
Step 2
Step 3
Submit business name application form for name search and availability
Submit form with proof of payment for registration
Pick certificate for registration within 16 working hours
STEPS TO CHANGE FROM BUSINESS NAME TO A COMPANY.
Step 1
Submit the following documents (original certificate of registration, Form of
particulars for the business name ,Signed notice of cessation of business names
and Signed memorandum and articles and company application forms and proof of
payment.
Certificate of incorporation issued in 16 -24 working hours
Step 2
Note
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Assessment for fees is done using the URA web portal or self assessment using www.ura.go.ug
Registration of a company requires passport photograph of subscribers.
The documents must be signed by the subscribers.
Please note you can register a Single Member limited liability company.
STEPS TO CONDUCT A SEARCH OF RECORD/ REGISTER A CHANGE IN PARTICULARS.
Step 1
Step 2
Submit application form for the search of record with proof of payment
Conduct search /receive search report
Note: Basic information on company e.g name of company, number ,date can be obtained for free or the
URSB web portal
STEPS TO REGISTER COMPANY FORMS AND RESOLUTIONS
Step 1
Step 2
Submit documents with proof of payment.
Documents registered in 16 working hours
STEPS TO REGISTER LEGAL DOCUMENTS
Step 1
Step 2
Submit the documents with proof of payment
Documents registered in 16 working hours
Note
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The documents are submitted in a minimum of triplicate (3) copies.
The documents must be signed by the authorized persons and witnessed or
commissioned
Toolkit for business registration and related documents
SCHEDULE OF FEES
CATEGORY - BUSINESS NAME REGISTRATION
ITEM
FEES CHARGEABLE
CERTIFICATION OF BUSINESS NAME
UGX 5000/= per copy of certificate
Change of particulars
UGX 10,000/=
Change of address
UGX 5,000/=
Notice of cessation
UGX 10,000/=
On application to register a business name.
24,000/=
Search/inspection fees
Ugx 2,000/=
CATEGORY -COMPANY REGISTRATION.
ITEM
FEES CHARGEABLE
Annual Returns for Companies Limited by shares UGX 50,000
The first three copies per year
Annual Returns for Companies without a nominal
UGX 30,000
share capital - first three copies per year
Certification Fees – Company documents,first three
UGX 20,000
copies
Certification fees – extra copy after first three.
UGX 10,000
Extra copy of Annual Returns after first 3 copies per
UGX 10,000
year for companies limited by shares
Every extra copy of Annual Return – after 1st three
UGX 10,000
copies per year for companies without nominal share
capital.
Filing Fees for amendment of Memorandum &
UGX 50,000
Articles of Association for first three copies
Filing Fees for amendment of Memorandum &
UGX 10,000
Articles of Association for an extra copy after first
three copies
For issuance of license by the Registrar dispensing
UGX 50,000
with the word limited company.
Foreign – Registration fees for Company forms &
U$ 55
Resolution ( three copies per form or resolution)
Foreign Registration fees for every extra copy of
U$ 10
company forms and resolutions after the 1st three
copies.
Issuance of duplicate certificate of Incorporation
UGX 20,000
Filing Fees for local Company Resolution for a limited UGX 20,000
company – first three copies.
Filing Fees- for every extra copy of local Company
UGX 10,000/=
Resolution for a limited company after first three
copies.
Registration fees for local Company forms for a
UGX 20,000/=
limited Company-first 3 copies.(N/A to forms A1 and
A2)
Registration fees for every extra copy of local
UGX 10,000/=
company forms after the 1st three copies.
Registration fees New Foreign Company
U$ 250
Constitution/Instrument – 3 copies.
Registration fees New local company whose nominal UGX 50,000/=
capital does not exceed UGX 5,000,000
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Toolkit for business registration and related documents
Registration fees for any document effecting a
transfer of shares for the first three copies.
Registration fees – new company
constitution/Instrument for extra copy after first three
copies.
Registration fees for a Company with no nominal
share Capital.
Registration fees-new local company whose nominal
share capital exceeds UGX 5,000,000/=
Registration fees of any Company notice or order
required to be delivered, sent or forwarded to the
Registrar.
Registration of any Company application to the
Registrar.
Reservation of Company/ NGO name
Search/Inspection fees - Companies
Stamp Duty – Incorporation of Companies with no
nominal Share Capital.
Stamp Duty-Incorporation of company limited by
shares
UGX 20,000/=
Stamp Duty -Notice of Increase in Share Capital
Rate is 0.5% of the increase/change in share capital
U$ 10
UGX 80,000/=
The rate is 1% of the share capital
UGX 20,000/=
UGX 20,000/=
UGX 20,000/=
UGX 25,000
UGX 35,000
Rate is 0.5% of the share capital stated in the memorandum
association plus an additional mandatory stamp duty of Ugx 35,000/=
Stamp Duty-Transfer Forms
Rate is 1% of the consideration of the transfer as indicated on the
endorsed transfer form
CATEGORY - DOCUMENT REGISTRATION.
ITEM
FEES CHARGEABLE
Stamp duty – documents of no monetary value
UGX 5000/=per document ,therefore e.g UGX 15,000 for 3 copies
Registration fees
UGX 10,000 Registration fees is chargeable on the first and second
copy. e.g UGX 20,000 per set of 3 documents
Search fees
Certification fees
UGX 2000 Per record
UGX 5000 for the first 100 words ,and for every folio after the first 100
words UGX 2000
Applicable to documents e.g appraisement of valuation ,composition
deed, indemnity bond, hire purchase
agreement ,lease -see rates in
Stamps Act as amended
Stamp duty – documents of monetary value
Uncertified copy of
Documents
UGX 3000 for the first 100 words and UGX 2000 for every 100 words
after the first 100 words.
CATEGORY -REGISTRATION OF CHARGES OF COMPANIES
ITEM
FEES CHARGEABLE
Registration of Charges/Debentures required to be
UGX 50,000 /= Fees charged on each charge.
registered by a company
Registration of particulars of a series of debentures.
UGX 50,000/=
Registration of recievor/manager of property of a
UGX 25,000/=
company
Search/Inspection fees-Register of Charges.
UGX 25,000/= Fees charged per register or document to be searched.
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Toolkit for business registration and related documents
For more information contact:
UGANDA REGISTRATION SERVICES BUREAU
P.O BOX 6848 Kampala, Uganda, Georgian House, Kampala, Uganda
Tel: +256 41 233219,+256 414 258818 Fax : +256 414 257259, 250712,348107
Email: ursb@ursb.go.ug
Website: www.ursb.co.ug
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Toolkit for business registration and related documents
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Toolkit for business registration and related documents