Incorporation of a private Limited Company in Uganda
Local company.
1. Search of the name at the company registry; Search fees is shs.25,000/=.
2. Reserve the name to be used; This is done by filling a name reservation form. Name reservation fees is shs.20,000. Section 36 of the Companies Act provides that the registrar may, on written application reserve a name pending registration of company. Reservation shall remain in force for 30 days or such period not exceeding 60 days as the registrar may allow.
3. Filing company registration form contained in the second schedule; Section 18 – the Company shall be registered by filling in the particulars contained in the registration form in the second schedule to this Act and if satisfied that the provisions of the Act have been complied with, shall register the company. Section 19(3) of the Act states that on registration of the company, the registrar shall issue a certificate of incorporation signed by him or her that the company is incorporated. Rule 6 of the Companies (General) Regulations, 2016 states that the certificate of incorporation shall be in Form 1 in the schedule.
- Filing the memorandum and articles of association (if any); Regulation 5 of the Company (General) Regulations, 2016 states that the application for registration is accompanied with the memorandum and articles of association.
After the company has been registered, the following forms must be filed (Company returns)
- Notice of situation/place, Form 18 pursuant to regulation 25 of the Companies (General) Regulations 2016. Section 116 states that this notice shall be given with-in 14 days after the date of incorporation of the company or change as the case may be.
- Particulars of directors and secretaries. Form 20 pursuant to regulation 26(2) of the Company regulations within 14 days.
- Return of allotment; Company form 10 (within 60 days) pursuant to regulation 18 of the Companies Act.
- Form of Annual return for a company limited by shares (to be filed once every year).
Payment of stamp duty and registration fees.
- Name reservation is shs.20,000/=
- section 2, item 41 Memorandum and articles of association – shs.10,000, Item 10 – Articles of Association shs.10,000.
- Search fees are shs.25,000.
- Registration fees of nominal capital 1m-5m = 50,000/=.
- Registration fees of nominal capital exceeding 5m = 1% of share capital (See schedule to the Finance Act 2013 for registration fees).
- Stamp duty is 0.5% of share capital with share capital above 5m.
Checklist
of incorporation of a private limited liability company.
|
Item/Particulars |
Fees (UGX) |
|
Company search |
25,000 |
|
Reservation of Company name |
20,000 |
|
Registration fees for companies with
nominal capital not exceeding 1 million. |
50,000 |
|
Registration fees for companies with
nominal capital exceeding 1 million.
|
1% of the nominal share capital |
|
Stamp duty for Companies with share
capital above 5 million |
0.5% of the nominal share capital |
|
Registration fees for Memorandum and
Articles |
10,000 |
|
Post
Incorporation documents |
|
|
Notice of situation of place (form 18)
to be filed within 14 days after the date of incorporation |
20,000 |
|
Particulars of directors and
secretaries (form 20) to be filed within 14 days after the date of
incorporation. |
20,000 |
|
Return of allotment (form 10) to be
filed within 60 days after date of incorporation |
20,000 |
This is exclusive of the labour for drafting the Memorandum and Articles of association and incorporating the company.
Note: Does the mere filling in the particulars in registration form in the second schedule suffice to incorporate a company? According to Nerima, the company is incorporated on registration of the memorandum and articles of association on being satisfied that all provisions of the companies Act have been complied with, the registrar issues a certificate of incorporation (Company Form 1).
In case they ask you to incorporate a company limited by guarantee, the documents filed are the same, except that the memorandum and articles are a mandatory requirement.
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