The registration/ formation of companies are governed by the Companies Act Cap 110 laws of Uganda 2000. The requirements for formation of a company in Uganda are listed below;
Name of the company
The company must have a name which must not be identical with another registered company or offensive. Availability of the name is ascertained by way of a search after which the name is approved by the Registrar of companies.
Type of the company
The Companies Act provides for registration of companies limited by shares, limited by guarantee and unlimited liability companies. Under those companies limited by shares, a company can be a private company limited by shares or a public limited liability company. At the time of incorporation/ formation of the company, its objects must be contained in its memorandum and articles of Association. The legal objects are the major business objectives of the company and the framework which it intends to run its business.
There are several types of shares such as ordinary shares, preference shares and deferred shares. The most popular shares are ordinary shares. The currency allowed for shares in Uganda is shillings. There is currently no minimum authorized 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.
Particulars of Directors and company secretary.
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 shareholders. The minimum number of directors is two and maximum number 50 for private companies. There is no maximum for public companies. The company is required to file with the registrar of companies the particulars of directors and company secretary which include; their names, occupation, dates of birth and residential address.
Registered office and address
The company must have a registered business address within Uganda. This may be filed at the time of submitting documents for the incorporation / registration / formation of the company or within twenty one days from the date of incorporation / registration / formation of the company. In most cases, the address of the law firm engaged in the formation of the company can be used for the initial period.
Before a company is registered by the registrar of companies, certain documents need to be provided by the promoters of the company. The documents are:
(a)Reservation of name form. Evidence that the name is available for use and its use was approved.
(b) Four sets of memorandum and Articles of Association of the company.
(c)Notice of situation of the office of the company.
(d) Particulars of directors and company secretary.
(e) Statement of authorized share capital of the company.
(f) Statutory declaration of compliance with the requirements for registration of a company. This is a statement provided by a legal practitioner engaged in the formation of the company to the effect that all legal requirements have been complied with.
(g)Evidence of Payment of Registration fees and Stamp duty which depends on the share capital of the company.
ABOUT THE AUTHOR
Angualia Daniel (LLM) is a Ugandan corporate lawyer. He is a Partner in the law firm of Angualia Busiku & Co. Advocates and a corporate law lecturer in a number of Law Schools in Uganda. Tel: +256774477656, Email: email@example.com
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