Requirements for Registering a New Company in Uganda

Are you planning to register a new company in Uganda? 

Whether it’s your own business or a client’s, the process can feel overwhelming especially when you don’t have all the required information prior to registration. 

Missing key information can slow you down. Your 30-day name reservation expires, you risk losing your preferred company name and lose your time and money. I’ve been there. I know the frustration and I don’t want you to go through it. 

That is why I came up with this guide to help walk you through the essential information and documents you must have before completing the registration of a new company in Uganda.

These requirements come from the Companies Act, Cap 106 (the law that governs companies in Uganda), and my own experience using the Uganda Registration Services Bureau (URSB) online portal. 

Let’s dive in and get your company registered right way.

Quick Summary

If you’re short on time, here’s a quick checklist of what you need to register a new company in Uganda:

1. Determine the Type of Company. Private, Public, or not-for-profit.
2. Reserve a Name. Before you register a company, you must reserve a name with URSB.
3. Legal Capacity. You must be an individual or a registered company.
4. National IDs. Scanned copies of all members’ IDs in PDF format.
5. Memorandum & Articles of Association. Standard provisions can be adopted unless specialised rules are required for your company.
6. Company Objectives. Prepare a clear, comprehensive list of what your company aims to do.
7. Tax Identification Numbers (TIN). For directors or company officers designated as contact persons, they must provide TIN numbers from Uganda Revenue Authority (URA).
8. Company Address. Physical address and P.O. Box (can register via URSB portal if needed).
9. Contact Information. Email addresses for all company officers.
10. Shareholding & Roles. Allocate shares, designate roles, and define powers of members.
11. Beneficial Ownership. Provide a list of all individuals who ultimately own or control the company, even if they are not formal shareholders or directors.

Preparing all these documents in advance saves time, avoids errors, and ensures a smooth registration process. Once you have them in place, you can proceed to register your company in Uganda via URS

If you want to go in-depth and fully understand each requirement as listed in the summary, keep reading this article. 

Why Proper Preparation Matters

Before you start registering a company in Uganda, having all the necessary documents and information ready is crucial. This checklist will save you time, money, and frustration by ensuring you complete the registration in one go.

Types of Companies in Uganda

Uganda recognizes several types of companies, each with its own registration requirements. While this guide provides a general overview on requirements for registering a company in Uganda, specific conditions may apply depending on the type of company you intend to register.

• Private Companies. These may be limited by shares or guarantee. It may also be a single-member company. 
• Public Companies

Knowing the type of company you intend to register will help you prepare the right documents and avoid delays.

Key Requirements for Registering a New Company in Uganda

Here’s a step-by-step breakdown of what you need to register a company in Uganda.

1. Legal Capacity

To register a company in Uganda, you must have the legal capacity to do so. This means you must be an individual or a company legally recognized under Ugandan law. Where a company intends to register a subsidiary, a certificate of incorporation for the parent company is required.

2. National IDs of Members

ou will need the National ID details of all company members. Scan both the front and back of each ID and save them together in a single PDF for submission. This ensures that the information is properly compiled and ready when prompted on the URSB portal.

3. Draft Memorandum and Articles of Association

These are the governing documents of your company. 

You may choose to draft them yourself or adopt the standard provisions provided under the Companies Act. 

If your company requires unique provisions such as online meetings or e-voting, you must include those expressly in your draft Articles of Association instead of just adopting what is in the Companies Act.

4. List of Company Objectives

A clear and comprehensive list of objectives is required. This defines the scope of your company’s activities and helps you avoid situations where amendments may later be necessary, which could attract extra costs.

5. Tax Identification Numbers (TIN)

The TINs of all directors or designated officers must be provided. These are usually required for individuals who will be listed as the company’s official contact persons.

Where a company member being registered does not possess one, then the portal has a provision to enable one register for one from URA. 

6. Address Details

You must provide the physical address of your company together with a P.O. Box. Additionally, you must have the address details of the company members. These are usually on the National IDs. 

If you do not already have a P.O. Box, you can register one directly through the URSB portal. The registration costs 40,000 UGX per year and must be renewed annually.

7. Contact Information

Gather the email addresses and phone numbers of all company officers. These details will be used for official communication with the company. 

You should also have in place the company’s official contact information to avoid delays in communication.

8. Shareholding and Roles

It is important to define the shareholding ratios of members as well as their rights and voting powers. You must also designate the roles within the company, such as Director, Secretary, or Member, and specify the responsibilities that come with each position.

9. Beneficial Ownership

A list of beneficial owners must be provided. These are the individuals who ultimately own or control the company, even if they are not listed as formal shareholders or directors. This is a requirement under Uganda’s laws on anti-money laundering and corporate transparency.

10. Define the Companies Capital

Every company must state its nominal capital and the nominal value of its shares. This gives clarity on the financial structure of the company at the time of registration and helps URSB understand the amount of fees to charge for registration purposes.

11. Registration Fees

Finally, you must have the required money in place to pay for registration. The URSB portal will automatically show you the fees payable, but you can also check the URSB fees page to have an idea of the costs in advance.

NB: Provide accurate details as these will not only be used for determining the amount of taxes but also by investors who may want to purchase shares in your company.

Frequently Asked Questions

Conclusion

Hence, to register a new company in Uganda, you need to prepare several key documents and details in advance.

These include scanned copies of National IDs for all members, a Memorandum and Articles of Association, have a clear list of company objectives, Tax Identification Numbers (TINs) for directors or designated officers, the company’s physical and postal address, contact information for members and officers, details of shareholding and assigned roles, details of beneficial ownership, the company’s nominal capital and share value, and the required registration fees.

Having this information ready ensures a smooth registration process and compliance with the Companies Act, Cap 106.

The above information makes up the information which is automatically filled in various forms such as Form s.18, Form 20, Form 18, Form A1, Beneficial Ownership Form, Official Contact Form, Memorandum and Articles of Association, Beneficial Ownership Form which are required for registering your company 

By following this guide, you can ensure a smooth registration process of a new company in Uganda and incorporate your business without unnecessary delays.

I hope you found this helpful.

In case you are finding any difficulty or inquiry, let me know in the comment section and I’ll promptly assist you.