Registering a new company

Company Registration in Uganda is done by The Uganda Registration Services Bureau, an autonomous statutory body established by Chapter 210 Laws of Uganda in 1998. under Section 4(2) of URSB Act the Bureau is mandated to Carry out all registrations required under the relevant laws.

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.

For More Infomation Visit The Uganda Registration Services Bureau