Investment Code Act, 2019

This section lists definitions of terms used in the Code (e.g. Authority, Board, foreign investor, investment, domestic investor, one stop centre, secondary permit).

The Authority must act as a one-stop centre to promote and manage investment in Uganda, has power to monitor other agencies' processing of investment approvals, and public sector agencies must prioritise and issue secondary permits within fourteen days or give reasons if denied.

Government ministries, departments and agencies responsible for registration, licensing and approvals shall cooperate with the Uganda Investment Authority and sign agreements with it defining service commitments and maximum delivery time lines for services to investors.

Investors who meet the listed qualifying conditions and commence operations after this Act commences are entitled to incentives.

An investor who has been given an incentive is entitled to receive a certificate of incentives issued by the Authority.

Schedule 3 applies to the Board's meetings; the Minister may amend Schedule 3 by statutory instrument.

The Authority shall be a body corporate with perpetual succession and a common seal, shall continue in existence by the same name, and shall be an agency of the Government under the general supervision of the Minister.

The Authority must coordinate, encourage, promote and facilitate investment in Uganda and advise the Government on investment policy; it also has multiple responsibilities including promoting investments, establishing a one-stop centre, publishing reports, assessing incentives and other incidental acts.

Establishes the Board as the governing body of the Authority, sets its composition, assigns it responsibility for the Authority's objects and functions, fixes members' terms at not more than three years with one possible re-appointment, and provides that members shall be paid allowances determined by the Minister.

The Minister can remove a board member for specified reasons; board members may resign in writing to the Minister; the chairperson must notify the Minister of vacancies and the Minister must appoint a replacement within sixty days; appointees serve up to three years and may be reappointed once.

The Board may appoint and dissolve committees, assign matters to them with restrictions, and committees may regulate their own procedure subject to Board direction.

Establishes a Secretariat with a Director General and secretary, sets appointment authorities, terms of office, duties and reporting lines.

The Minister, on the recommendation of the Board, must remove the Director General from office for misconduct, incapacity, or incompetence, and must suspend the Director General pending an enquiry into those grounds.

The Board must determine and pay remuneration or allowances to the Director General, the officers and the other staff of the Authority, with the approval of the Minister.

The Minister must, by statutory instrument, state minimum investment capital for domestic and foreign investors to qualify for registration and issuance of an investment licence by the Authority.

An investor who satisfies the minimum investment capital must apply to the Authority for registration; the Authority must issue an investment certificate for a registration under subsection (1).

An application for investment registration must be accompanied by a business plan, environmental impact assessment certificate, projected number of employees, and sector licence.

A registered investor must comply with Ugandan law and multiple administrative obligations including implementing the approved business plan, keeping records, submitting certified financial reports within three months after the preceding financial year, retaining operational data for seven years, responding to Board queries within prescribed notice periods, availing books to tax authorities, registering and filing tax returns, and permitting monitoring access to the Authority.

Foreign investors must not invest or participate in any investment activity in Uganda before registering with the Authority; the Minister may, by statutory instrument and with Cabinet approval, specify activities not open to foreign investors; contravention is an offence with fines or imprisonment.

The Authority must work closely with government line ministries and relevant organisations to ascertain specified facts about scarce-resource opportunities.

Applications for an investment certificate must be in the form prescribed by the Authority and include the applicant's name and address, shareholders and nationality, nature of the business, capital structure, business plan, amount to be invested, and any other information required; applications under section 16 must be made to the Secretariat.

The Authority must issue an investment certificate within five days after receipt of a compliant application and must notify an applicant in writing if it refuses, stating reasons.

The Authority must revoke an investor's investment certificate where the Authority is satisfied the investor breached terms, contravened the Act or regulations, contravened a law under which a relevant permit or licence is issued, acted so as to tarnish Uganda's good repute, or where revocation is otherwise expedient in all the circumstances.

Registered business enterprises of investors, and interests or rights in property that form part of those enterprises, shall not be compulsorily taken or acquired except in accordance with the Constitution; prompt payment of fair and adequate compensation must be made prior to taking possession; investors have a right of access to court for matters arising from such taking; compensation paid to the investor shall be freely transferable out of Uganda and not subject to exchange control restrictions.

Disputes between an investor and the Authority or the Government about a registered business enterprise that are not resolved by negotiation may be submitted to arbitration by methods mutually agreed by the parties; if the parties do not agree, certain matters may be determined by the High Court.

The Authority's funds consist of appropriations by Parliament, fees and charges, approved grants or donations, proceeds from sale of property, interest, approved borrowings, and any other money or assets made available to the Authority.

The Authority must prepare and submit to the Minister for approval the Authority's income and expenditure estimates and the operating plan for the next financial year, and must not incur expenditure exceeding its budget without the Minister's written approval.

The Authority may, with the approval of the Minister, invest any monies of the Authority not immediately required for use.

The financial year of the Authority shall be the same as the financial year of the Government.

The Board must keep proper accounting records, prepare annual financial statements and submit the accounts to the Auditor General within three months after each financial year; the Auditor General (or an appointed auditor) shall audit the accounts, has access to records and must report to the Minister and Parliament within three months of receiving the accounts.

The Board may open and maintain bank accounts, with the authority of the Accountant General, for performing the Authority's functions.

The Board may, with Parliament's approval and subject to Article 159 and the Public Finance Management Act, 2015, borrow money to meet its obligations or to discharge the Authority's functions under this Act.

The Authority must follow sound financial principles and run its business so revenue covers charges, provide for depreciation, and make provision to offset losses or bad debts.

The Authority must at all times comply with the Public Finance Management Act, 2015.

A person must not disclose information obtained while performing duties for the Board, the Authority (including as staff, advisor or consultant), or as a member of any body consulted under the Act.

The Authority must annually submit a statement of its activities and other reports requested by the Minister; the Minister must lay those reports before Parliament within six months of submission.

A document may be served on the Authority by delivering it to the Authority's offices or by sending it by registered post to the Director General.

The Minister may, on the advice of the Authority, make regulations to give effect to this Code; regulations may prescribe penalties including a fine not exceeding two hundred and fifty currency points or imprisonment not exceeding five years, and additional/higher penalties for repeat or continuing offences.

It is an offence for a person to knowingly or negligently give false or misleading information to the Authority, to refuse or neglect to provide information or services the Authority reasonably requires for enforcement, or to refuse without lawful excuse to admit an officer or obstruct inspection; directors, officers or partners may be deemed to have committed the offence in corporate or partnership cases.

The Minister may, by statutory instrument and with the approval of Cabinet, amend Schedule 2.

Transitional provisions preserve rights, obligations, offices and licences from the repealed Investment Code Act, including continuation of Authority property, subsisting liabilities, office-holders’ positions and redesignations, salary protection, uninterrupted employment, conversion of investment licences to certificates, and continuation of proceedings under the new Act.