Companies Act

Section Interpretation Section In this Act , unless the context otherwise requires— “ accounts ” includes a company ’s group accounts whether prepared in the form of accounts or not; “ annual return ” means the return required to be made in the case of a company having a share capital, under section 128 and in the case of a company not having a share capital, under section 129 ; “ approved stock exchange ” means a stock exchange approved under section 40 of the Capital Markets Authority Act and includes an interim stock trading facility approved under section 99 of that Act ; “ articles ” means the articles of association of a company as originally framed or as altered by special resolution, including, so far as they apply to the company , the regulations contained in Table A in Schedule 1 to the repealed Companies Act or in Table A in Schedule 2 to this Act ; “ beneficial owner ” means a natural person who has final ownership or control of a company or a natural person on whose behalf a transaction is conducted in a company , and includes a natural person who exercises ultimate control over a company ; “ book or paper ” includes accounts , deeds, writings and documents; “ Capital Markets Authority ” means the Capital Markets Authority established by the Capital Markets Authority Act ; “ charge ” means a form of security for the payment of a debt or performance of an obligation consisting of the right of a creditor to receive payment out of some specific fund or out of the proceeds of the realisation of specific property; and includes a mortgage; “ company ” means a company formed and registered under this Act or an existing company or a re-registered company under this Act ; “ company limited by guarantee ” and “ company limited by shares” have the meaning assigned to them respectively by section 3(6) ; “ court ” used in relation to a company , means the court having jurisdiction under this Act ; “ currency point ” has the value assigned to it in Schedule 1 to this Act ; “ debenture ” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not; “ director ” includes any person occupying the position of director by whatever name called and shall include a shadow director ; “ document ” includes summons, notice, order and other legal process and registers, indices, reports, certificates and accounts and may be in any form including any writing, any material, and any information recorded or stored by means of any mechanical or electronic device and any material derived from them; “ dormant company ” means a company that is not doing business and does not have accounting transactions in a financial year ; “ existing company ” means a company formed and registered before the coming into force of this Act ; “ financial year ” means in relation to a body corporate, the period in respect of which any financial statements of the body corporate laid before it in a general meeting is made up whether that period is a year or not; “ group accounts ” has the meaning assigned to it by section 153(1) ; “ holding company ” means a company as defined by section 157 ; “ insurance company ” means an insurance company within the meaning of the Insurance Act which carries on the business of insurance either solely or in conjunction with any other business or businesses; “ limited liability company ” means a company limited by shares or a company limited by guarantee ; “ lifting the corporate veil ” means disregarding the corporate personality of a company in order to apportion liability to any person who carries out any act; “ members voluntary winding up ” has the meaning assigned to it by the law that governs insolvency in Uganda; “ memorandum ” means the memorandum of association of a company as originally framed or as altered; “ Minister ” means the Minister responsible for justice; “ officer ”, in relation to a body corporate, includes a director , manager or secretary ; “ personal representative ” means— (a) in the case of a deceased person to whom the Succession Act applies either wholly or in part, his or her executor or administrator; (b) in the case of any other deceased person, any person who, under law or custom is responsible for administering the estate of such deceased person; “ printed ” means reproduced by original letterpress or by such other means as may be prescribed; “ private company ” has the meaning assigned to it by section 4(1) ; “ promoter ”, means a person who undertakes the formation of a company , but does not include a person acting in an independent professional capacity; “ prospectus ” means a prospectus, notice, circular, advertisement or other invitation, offering to the public securities for subscription or purchase and includes— (a) a prospectus relating to an offer of debt securities to the public; (b) a prospectus in respect of any other offer of securities to the public; “ Registrar ” means the Registrar of Companies or an assistant registrar or other officer performing the duty of registration of companies under this Act ; “ repealed Companies Act ” means the Companies Act , Cap. 110 (Revised Edition, 2000); “ resolution for reducing share capital ” has the meaning assigned to it by section 74 ; “ shadow director ” means a person in accordance with whose directions or instructions the directors of a company are accustomed to act but does not include a person who gives advice to the directors in a professional capacity; “ share ” means share in the share capital of a company and includes stock except where a distinction between stock and shares is expressed or implied; “ statutory meeting ” means the meeting required to be held by section 133(1) ; “ statutory report ” has the meaning assigned to it by section 133(2) ; “ subsidiary ” means a subsidiary as defined by section 157 ; “ unlimited company ” has the meaning assigned to it by section 3(6)(c) . A provision of this Act overriding or interpreting a company ’s articles , shall, except as otherwise provided by this Act , apply in relation to articles in force at the commencement of this Act , as well as to articles coming into force after the commencement of this Act and shall apply also in relation to a company ’s memorandum , if any, as it applied in relation to its articles .

Section Register of companies Section There shall be kept by the Registrar a record called “the Register of Companies” where all the matters prescribed by this Act shall be entered.

Section Mode of forming incorporated company Section The company may be— Any one or more persons may incorporate a company , with or without limited liability, by filling in the particulars contained in the registration form in Schedule 2 to this Act . On filing of the form under subsection (1) , if the registrar is satisfied that the applicant has complied with the provisions of this Act , the registrar shall register the company and assign it a registration number. On registration of the company , the registrar shall issue a certificate signed by him or her that the company is incorporated and in the case of a limited liability company , that the company has a limited liability. The company shall, from the date indicated in the certificate of incorporation, be a body corporate capable of exercising all the functions of an incorporated company , with power to hold land and having perpetual succession and a common seal , but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided in this Act . Every company shall indicate its registration number on all its official documents. a company having the liability of its members limited by the memorandum , if any, to the amount, if any, unpaid on the shares respectively held by them in this Act referred to as “a company limited by shares”; a company having the liability of its members limited by the memorandum , if any, to the amount that the members undertake in the memorandum , if any, to contribute to the assets of the company if it is being wound up, in this Act referred to as “a company limited by guarantee ”; a company not having any limit on the liability of its members in this Act referred to as “an unlimited company ”; or private or public.

Section Registration of prospectus Section A prospectus shall not be issued by or on behalf of a company or in relation to an intended company unless, on or before the date of its publication— the Capital Markets Authority has approved the company ’s prospectus in accordance with the Capital Markets Authority Act ; and there has been delivered to the Registrar for registration a copy of the prospectus signed by every person who is named in it as a director or proposed director of the company or by his or her agent authorised in writing.

Section Voluntary winding up of company Section A company may by special resolution resolve to be wound up voluntarily. A voluntary winding up of a company shall be taken to commence at the time of the passing of the resolution under subsection (1) .

Section Notice of resolution for voluntary winding up Section Where a company passes a resolution for voluntary winding up, it shall, within fourteen days after passing the resolution, give notice of the resolution in the Gazette or any other media of wide circulation as the registrar may determine by notice in the Gazette in the official language. The resolution for voluntary winding up shall be registered with the Registrar and a copy sent to the official receiver within seven days from the date of passing the resolution. Where default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine and for the purposes of this subsection the liquidator of the company shall be taken to be an officer of the company .

Section Application of Part Section This Part shall apply to all foreign companies, being companies incorporated outside Uganda, which establish a place of business in Uganda and companies incorporated outside Uganda which have established a place of business in Uganda and continue to have a place of business in Uganda.

Section Documents to be delivered to Registrar by foreign companies carrying on business in Uganda Section A foreign company which establishes a place of business within Uganda shall, within thirty days after the establishment of the place of business , deliver to the Registrar for registration— The list referred to in subsection (1)(b) shall contain the following particulars with respect to each director and secretary — a certified copy of the charter, statutes or memorandum , if any, and articles of the company or other instrument constituting or defining the constitution of the company , and, where the instrument is not written in the English language, a certified translation of the instrument; a list of the directors and secretary of the company containing the particulars mentioned in subsection (2) ; a statement of all subsisting charges created by the company , being charges of the kinds set out in section 101(2) and not being charges comprising solely property situated outside Uganda; the names and postal addresses of one or more persons resident in Uganda authorised to accept on behalf of the company service of process and any notices required to be served on the company ; and the full address of the registered or principal office of the company . in the case of an individual, his or her present first name and surname and any former first name or surname, his or her usual postal address, his or her nationality and his or her business occupation, if any; and in the case of a corporation, its corporate name and registered or principal office and its postal address, Section 224(11)(b) , (c) and (d) shall apply for the purpose of the construction of references in subsection (2) to present and former first names and surnames as they apply for the purpose of the construction of those references in that section. Where a charge , being a charge which ought to have been included in the statement required by subsection (1)(c) , is not so included, it shall be void as regards property in Uganda against the liquidator and any creditor of the company .

Section Certificate of registration and power to hold land Section On the registration of the documents specified in section 248 , the Registrar shall issue a certificate signed by him or her that the company has complied with that section, and that certificate shall be conclusive evidence that the company is registered as a foreign company under this Act . Upon registration of a foreign company under this Act , the provisions of this Act shall, with the necessary modifications, apply to the foreign company as they apply to a company incorporated under this Act . From the date of registration under this Act , a foreign company shall have the same power to hold land in Uganda subject to the Constitution, the Land Act and the Investment Code Act , as if it were a company incorporated under this Act .

Section Returns to be delivered to Registrar by foreign company Section Where any alteration is made in— Where in the case of a company to which this Part applies— the charter, statutes, or memorandum , if any, and articles of a foreign company or any instrument referred to in section 248(1)(a) ; the directors or secretary of a foreign company of the particulars contained in the list of the directors and secretary ; the name or postal addresses of the persons authorised to accept service on behalf of a foreign company ; or the address of the registered or principal office of a foreign company , a winding up order is made by; or proceedings substantially similar to a voluntary winding up of the company under this Act are commenced in,

Section Registration of charges created by foreign companies Section Notwithstanding subsection (1) , in the case of a charge executed by a foreign company out of Uganda comprising property situated both within and outside Uganda— Part IV of this Act shall extend to charges on property in Uganda which are created, and to charges on property in Uganda which is acquired, after the commencement of this Act , by a foreign company which has an established place of business in Uganda. it shall not be necessary to produce to the Registrar the instrument creating the charge if the prescribed particulars of the instrument and a copy of the instrument, verified in the prescribed manner, are delivered to the Registrar for registration; and the time within which those particulars and copy are to be delivered to the Registrar shall be sixty days after the date of execution of the charge by the company or in the case of a deposit of title deeds the date of the deposit.

Section Accounts of foreign company Section A foreign company shall not be obliged to comply with subsection (1) if— Every foreign company shall, in every calendar year, make out a balance sheet and profit and loss account and, if the company is a holding company , group accounts , in such form and containing particulars and including documents as under this Act , subject to any prescribed exceptions, it would, if it had been a company within the meaning of this Act , have been required to make out and lay before the company in a general meeting, and deliver copies of those documents to the Registrar for registration. it would, had it been incorporated in Uganda, have been exempt from section 131 by virtue of subsection (5) of that section; and in every calendar year there is delivered to the Registrar for registration a certificate signed by a director and the secretary of the company verifying the conditions required for the exemption. Where a document mentioned in subsection (1) is not written in the English language, there shall be annexed to the document a certified translation of the document.

Section Obligation to state name of foreign company, whether limited and country where incorporated Section A foreign company shall— A foreign company shall, in all trade catalogues, trade circulars, show cards and business letters on or in which the company ’s name appears and which are issued or sent by the company to any person in Uganda, state in legible letters with respect to every director being a corporation, the corporate name, and with respect to every director , being an individual, the following particulars— in every prospectus inviting subscription for its shares or debentures in Uganda state the country in which the company is incorporated; conspicuously exhibit in legible characters on every place where it carries on business in Uganda the name of the company and the country in which the company is incorporated; cause the name of the company and of the country in which the company is incorporated to be stated in legible letters in all billheads and letter paper and in all notices and other official publications of the company ; and if the liability of the members of the company is limited, cause notice of that fact to be stated in the English language in legible characters in every prospectus referred to in paragraph (a) and in all billheads, letter paper, notices and other official publications of the company in Uganda and to be affixed on every place where it carries on its business. his or her present first name, or the initials of that name, and present surname; any former first names and surnames; and his or her nationality. Where special circumstances exist which render it in the opinion of the Registrar expedient that the exemption should be granted, the Registrar may by order grant, subject to such conditions as may be specified in the order, exemption from the obligations imposed by subsection (2) .

Section Service on foreign company Section Where— Any process or notice required to be served on a foreign company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under this Part left at or sent by registered post to the address which has been so delivered. a company referred to in subsection (1) makes default in delivering to the Registrar the name and address of any person resident in Uganda who is authorised to accept on behalf of the company service of process or notices; or at any time all the persons whose names and addresses have been delivered under paragraph (a) are dead or have ceased to reside in Uganda, or refuse to accept service on behalf of the company , or for any reason cannot be served,

Section Cessation of business by foreign company and striking it off register Section Where a foreign company ceases to have a place of business in Uganda, it shall immediately give notice in writing of the fact to the Registrar for registration; and as from the date on which the notice is given, the obligation of the company to deliver any document to the Registrar shall cease and the Registrar shall strike the name of the company off the register. Where the Registrar has reasonable cause to believe that a foreign company has ceased to have a place of business in Uganda, the Registrar may send by registered post to the person authorised to accept service on behalf of the company and, if more than one, to all those persons, a letter inquiring whether the company is maintaining a place of business in Uganda. Where the Registrar receives an answer to the effect that the company has ceased to have a place of business in Uganda or does not within three months receive any reply, he or she may strike the name of the company off the register. The notice referred to in subsection (1) shall be accompanied by a copy of declaration of solvency signed by a director and the company secretary of the foreign company . Notwithstanding subsection (1) , a foreign company shall publish the notice of cessessation of business in the Gazette or in any other media of wide circulation as the registrar may determine by notice in the Gazette , specifying that the company is solvent and intends to cease business in Uganda thirty days after the date of publication of the notice. For the avoidance of doubt where a foreign company is insolvent the provisions of the Insolvency Act shall apply.

Section Offences and penalties Section Where a foreign company fails to comply with any of the provisions of this Part, the company and every officer or agent of the company who knowingly and wilfully authorises or permits the default, commits an offence and is liable, on conviction, to a fine not exceeding one thousand currency points, or, in the case of a continuing offence, five currency points for everyday during which the contravention continues.

Section Interpretation of Part Section For the purposes of this Part— “ certified ” means certified in the prescribed manner to be a true copy or a correct translation; “ director ” in relation to a company , includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act; “ place of business ” includes a share transfer office or share registration office; “ prospectus ” has the same meaning as when used in relation to a company incorporated under this Act ; “ secretary ” includes any person occupying the position of secretary by whatever name called.

Section Designation of registrars Section The Registrar General appointed under the Uganda Registration Services Bureau Act , shall be the Registrar of Companies under this Act . The Minister shall designate other officers under the Uganda Registration Services Bureau Act to assist the Registrar General in the registration of companies under this Act . Subject to this Act , the Minister may make regulations for the purpose of regulating the discharge of the functions of the Registrar General under this Act . Every assistant registrar may, subject to the directions of the Registrar , perform any act or discharge any duty which the Registrar may lawfully do or is required by this Act to do and for that purpose shall have all the powers, privileges and authority of the Registrar . The Minister may direct a seal to be prepared for the authentication of documents required for or connected with the registration of companies.

Section Duties of registrar as accountable person Section The Registrar as an accountable person shall— enforce the provisions of section 116 of this Act ; maintain a register of beneficial owners; verify the identity of the beneficial owner of the company or a transaction within the company ; enforce the provisions of the Anti-Money Laundering Act ; and perform any other duty as the Minister may prescribe by regulations.

Section Fees Section The fees to be paid to the Registrar under this Act shall be prescribed by the Minister . All fees paid under this Act shall be paid into the Consolidated Fund.

Section Inspection, production and evidence of documents kept by Registrar Section A person may— require a certificate of the incorporation of a company or a copy or extract of any other document or any part of any other document , to be certified by the Registrar , on payment of the prescribed fee except that— The Registrar shall not, in any legal proceeding to which he or she is not a party, be compellable— inspect the documents kept by the Registrar , on payment of the prescribed fee; in relation to documents delivered to the Registrar with a prospectus under the rights conferred by this subsection shall be exercisable only during the fourteen days beginning with the date of the prospectus or with the permission of the Registrar , and in relation to documents so delivered those rights shall be exercisable only during the fourteen days beginning with the date of the prospectus or with the permission of the Registrar ; and the right conferred by paragraph (a) shall not extend to any copy sent to the Registrar under this Act of a statement as to the affairs of a company or of any comments of the receiver or his or her successor or a continuing receiver or manager on the statement as to the affairs of the company but only to the summary of the statement, except where the person claiming the right either is a member or creditor or is the agent of a person stating himself or herself in writing to be a member or creditor of the company to which the statement relates and the right conferred by this paragraph shall be similarly limited. The process for compelling the production of any documents kept by the Registrar shall not issue from any court except with the leave of that court and the process if issued shall bear a statement on it that it is issued with the leave of court . A copy of or extract from any document kept and registered at the office of the Registrar , certified to be a true copy, signed by the Registrar , whose official position it shall not be necessary to prove, shall in all legal proceedings be admissible as prima facie evidence of that document or extract, as the case may be, and of the matters, transactions and accounts recorded in it. to produce any document the contents of which can be proved under subsection (3) ; or to appear as a witness to prove the matters, transactions or accounts recorded in any such document , unless by order of the court made for special cause. Any person untruthfully stating himself or herself in writing for the purposes of subsection (1)(b)(ii) to be a member or creditor of a company commits an offence and is liable, on conviction, to a fine not exceeding two hundred currency points or to imprisonment for a term not exceeding two years.

Section Enforcement of duty of company to make returns to Registrar Section Where a company , having made default in complying with any provision of this Act which required it to file with, deliver or send to the Registrar any return, account or other document or to give notice to him or her of any matter, fails to make good the default within fourteen days after the service of a notice on the company requiring it to do so, the court may, on an application made to the court by any member or creditor of the company or by the Registrar , make an order directing the company and any officer of the company to make good the default within such time as may be specified in the order. Any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company responsible for the default. Nothing in this section shall be taken to prejudice the operation of any enactment imposing penalties on a company or its officers in respect of any default referred to in subsection (1) .

Section Power of Registrar to strike defunct companies off register Section The Registrar may, at the request of the company or on his or her own accord, cancel the registration of a company under this Act in accordance with regulations made by the Minister . A company struck off the register under subsection (1) , shall cease to carry on business. The Registrar shall, before cancelling the registration of a company , give thirty days’ notice to the company of the intention to cancel the registration of the company from the register using the procedure in section 272 and shall publish the notice in the Gazette or any other media of wide circulation as the Registrar may determine by notice in the Gazette . Where there is no objection and upon the expiry of the thirty days’ notice in subsection (3) , the Registrar shall strike the company off the register.

Section Certain companies to publish periodical statement Section Every company including a company incorporated outside Uganda and having a place of business in Uganda being an insurance company or a deposit, provident or benefit society, shall, before it commences business, and also on the first Monday in February and the first Tuesday in August in every year during which it carries on business, make and file with the Registrar a statement in the form set out in Schedule 6 to this Act or as near to it as circumstances admit. A copy of the statement shall be exhibited in a conspicuous place in every office of the company or other place where the business of the company is carried on. Every member and every creditor of the company shall be entitled to a copy of the statement, on payment of a sum not exceeding one-tenth of a currency point . Where there is default in complying with this section, the company and every officer of the company who is in default is liable to a default fine of twenty-five currency points. This section shall not apply to any insurance company to which the provisions of the Insurance Act as to the accounts and balance sheet to be prepared annually and deposited by such company apply, if the company complies with those provisions.

Section Certain companies taken to be insurance companies Section For the purposes of this Act , a company which carries on the business of insurance in common with any other business or businesses shall be taken to be an insurance company .