Commercial Law In Uganda

GENERAL INFORMATION

Uganda, an independent republic within the British Commonwealth, is situated in East Africa. It is a landlocked country bordered by South Sudan in the north, Democratic Republic of Congo in the west, Rwanda, Tanzania and Lake Victoria in the south, and Kenya in the east.

Area: 241 038 km2

Population: 33.4 million

Capital: Kampala

Currency: Ugandan Shilling

GDP: USD 41.7 billion (2010)

Internet domain: .ug

Languages: English (official language), Swahili, Luganda

Working week: Monday - Friday

Exports: Coffee; cotton; tea; gold; fish products; horticultural products

Imports: Petroleum; cereals; medical supplies; capital equipment; vehicles

COMPANY LAW

Business vehicles

There are three forms of companies commonly used by foreign investors:

Companies limited by shares. Companies limited by guarantee. Unlimited liability companies. Companies limited by shares can be a private company limited by shares or a public limited liability company.

The company must have a registered business address within Uganda. This may be filed at the time of submitting documents for the incorporation of the company or within twenty one days from the date of incorporation of the company.

Incorporation

The following steps need to be taken in order to incorporate a company:

A name reservation form will need to be submitted to the Uganda Registration Services Bureau (URSB) where payment will need to be made. Availability of the name is by way of a search and approval of the name in the Company Registry by the Registrar of Companies to verify the suitability of the selected name. A signed declaration of compliance before a commissioner of oaths and proof of payment of the registration fee and the stamp duty needs to be submitted to the URSB. The registration documents are filed at the office of the Registrar, where a certificate of incorporation will be issued. A tax identification number from the Register for Taxes at the Uganda Revenue Authority must be obtained. Trading licenses will need to be obtained from the National Social Security Fund. Inspection of the business premises may be carried out by the licensing officer. A company seal must be made. The approximate timeframe for the incorporation of a company in Uganda is 1 month. Reporting requirements

Submission of an annual tax return and monthly filings in respect of VAT is required.

Share capital

The currency allowed for shares is Ugandan shillings. There is currently no minimum authorised share capital for companies.

Shares can be paid for in cash or other valuable consideration. Return of allotment of shares must be filed with the Registrar of Companies within sixty days from the date of such allotment.

Management structure

The directors are elected into office by the shareholders. The directors then have a duty to appoint the management team of the company to run it profitably for the...