8 Steps on How to Reinstate a Company Struck Off the Register on the Online Business Registration System (OBRS) In Uganda with URSB

In Uganda’s dynamic business landscape, compliance with regulatory requirements is essential for any company’s survival and growth.

The Uganda Registration Services Bureau (URSB) has launched a significant push to clean up the corporate register, striking off companies that fail to file annual returns.

At Houston Executive Consulting, we advise global and local investors, entrepreneurs, and legal advisors on business compliance and corporate governance in Uganda.

In this article, we explain what being struck off means and its implications, and provide a step-by-step guide to using URSB’s OBRS portal to restore and reinstate a company in Uganda.

The Following Are The 8 Steps on How to Reinstate a Company Struck Off the Register on The Online Business Registration System (OBRS) In Uganda with URSB

Reinstating a struck-off company in Uganda is done entirely through URSB’s e-services. Once all requirements are met, the Online Business Registration System (OBRS) allows you to apply for restoration. Follow these steps for a smooth company reinstatement on OBRS:

1. Verify Struck-Off Status

Confirm that your company is on the struck-off list. Visit URSB’s website (ursb.go.ug) and check the latest Public Notices for lists of deregistered companies. This ensures you are targeting the correct entity.

2. Gather Required Information

Collect all necessary company data. This includes up-to-date information on directors, shareholders, registered address, share capital, etc. All this information is required for accurate submissions.

You should also prepare any statements of solvency or financials if required. Crucially, plan to file all missing annual returns and the mandated Beneficial Ownership Information (Form 1) through OBRS.

3. Register an OBRS Account

Go to URSB’s online registration portal, the OBRS (https://obrs.ursb.go.ug or via the URSB website). If you don’t have an account, create an individual user account. Provide your valid email address, phone number, and national ID, then follow the steps to verify your account. Once registered, log in to OBRS.

4. Initiate a Data Update Application

Within OBRS, navigate to the “Business Registration” section and select Data Update. Enter your company’s registration number and name. Since the company is struck off, the OBRS system will detect this and prompt you to apply for restoration.

5. Submit the Restoration Application

Complete the online restoration form. Confirm your company details and upload any required documents (for example, proof of the applicant’s identity or a board resolution).

The portal will display any restoration application fee. Pay using the available electronic payment options, then submit your application. The system allows you to generate a payment reference number (PRN) and process payments via bank counters, Airtel, and MTN Mobile Money.

6. File Outstanding Returns and Beneficial Owner (BO) Information

After submission, URSB reviews the application. Upon provisional approval, OBRS will allow you to update your company’s data.

Immediately use OBRS to file all missing annual returns (covering every year you missed) and the Beneficial Ownership Information (Form 1). Each past return must be filed sequentially; OBRS will automatically calculate late penalties.

7. Pay Fees and Penalties

The OBRS portal will guide you through paying outstanding filing fees and penalties.  The reinstatement fee for a company struck off or removed from the URSB register in Uganda consists of two components: a UGX 50,000 application fee and the cost of all outstanding annual returns. Each outstanding annual return costs UGX 50,000. Complete all payments online to avoid delays.

Please note that these fees may vary based on URSB. Always check the current applicable fees on the official URSB website or contact them by telephone.

8. Await URSB Approval and Confirmation

Finally, once all forms and payments are submitted, URSB will process your restoration. This typically takes a few days to a few weeks. When approved, OBRS will update your company’s status to Active, and you can download an updated certificate of incorporation. Your company is now legally reinstated.

Each of these steps is vital for a successful company reinstatement in Uganda. URSB’s portal is user-friendly, but missing a detail can cause setbacks. If you encounter any uncertainty, Houston Executive Consulting’s experts can guide you through OBRS and handle the filings efficiently.

If you want Houston Executive Consulting to help restore your company to the register, we can support you in applying to the Registrar of Companies. Please email us at info@heconsulting.us or call/WhatsApp +256782825945.

What Does “Struck Off the Register” Mean in Uganda?

A company is struck off the register by URSB when it fails to meet statutory obligations, most commonly by not filing annual returns for five consecutive years. Under Section 134(6) of the Companies Act, 2012, the Registrar of Companies has the authority to remove non-compliant businesses from the official register.

In practical terms, being struck off means the company “does not exist anymore” as a legal entity. It loses its separate legal identity: it can no longer own property, sue or be sued, or enter into contracts on its own behalf.

Key indicators of a struck-off status:

• Your company’s name appears on URSB’s published list of struck-off companies.
• You have not filed required annual returns or updated filings for at least five years.
• URSB or government media has issued a notice indicating the deregistration of your company.

Legal and Financial Consequences of Being Struck Off

The consequences of a strike-off are serious. The company loses its legal existence and cannot conduct new business or honor existing commitments.

Any contracts or transactions attempted while the company is struck off are at risk of being invalid. For example, agreements such as leases or partnerships could be void because a non-existent company “cannot contract”.

In short, the business cannot trade or conduct any operations or transactions until reinstated.

Financially, continuing operations in this state are illegal and risky. URSB has warned that operating a deregistered company can incur penalties of up to UGX 4 million and cautions others against dealing with such entities.

Banks and suppliers will likely refuse to transact, and authorities could seize any revenues. Crucially, if your company fails to apply for reinstatement by URSB’s deadline, it will be permanently deregistered, and the name will be released for use by others.

This means the company is legally dissolved and loses its brand – someone else could register the same name.

• Loss of legal existence: The company “no longer exists” in law.
• Inability to trade: Cannot enter into new contracts or fulfill obligations.
• Risk to contracts: Third parties may void deals, citing the company’s lack of capacity.
• Fines and penalties: Operating illegally could incur substantial fines.
• Permanent deregistration: Missing the restoration deadline means the company is dissolved and its name is freed.

Taken together, these risks underscore why swift action is essential. Houston Executive Consulting urges affected businesses to treat a strike-off as a high priority: prompt reinstatement protects your legal rights, brand, and financial interests.

Why Houston Executive Consulting Can Help

Reinstating a company involves precise compliance with URSB requirements. Houston Executive Consulting combines global expertise with deep knowledge of Uganda’s regulatory environment. We assist entrepreneurs and investors by:

• Clarifying requirements: Interpreting URSB notices (such as the June 2024 restoration directive so you know which filings are missing.
• Navigating OBRS: This guide will guide you through each screen of the online portal, from data updates to submitting the restoration application.
• Ensuring accuracy: Double-checking company details, annual returns, and beneficial ownership forms to prevent rejections.
• Meeting deadlines: Track URSB’s deadlines (for example, the 30 August reinstatement cut-off) so your application is timely.
• Mitigating risks: Advising on legal implications of issues (like lapsed contracts) to avoid future compliance problems.

With Houston Executive Consulting on your side, reinstating your company becomes a streamlined process.

We provide the professional guidance that local and international clients need to navigate Uganda’s business compliance landscape. Contact us today for personalized reinstatement support and confidently get your company back on the register.

If you want Houston Executive Consulting to help restore your company to the register, we can support you in applying to the Registrar of Companies. Please email us at info@heconsulting.us or call/WhatsApp +256782825945.

Frequently Asked Questions (FAQs) on How to Reinstate a Company Struck Off the Register on the Online Business Registration System (OBRS) in Uganda with URSB

Question: What does it mean if my company has been “struck off” the register?

Answer: Being struck off means URSB has removed your company from its official registry for non-compliance (typically, failing to file annual returns for five years). Legally, the company “does not exist anymore.” It cannot legally trade, own assets, or enforce contracts until it is reinstated.

Question: Why was my company struck off?

Answer: Companies are usually struck off for failing to file annual returns or update their records over an extended period. URSB publishes notices (e.g., in July–August 2023) identifying companies removed for non-filing. If your company did not submit its required annual returns for five or more consecutive years, URSB has grounds to strike it off.

Question: How do I check if my company is listed as struck off?

Answer: URSB regularly publishes lists of struck-off and deregistered companies on its website and in public notices. You can search these lists or contact URSB directly.

Question: What are the consequences of being struck off?

Answer: The company loses its separate legal personality: it cannot legally operate, enter into contracts, or own property. Stakeholders (directors, shareholders) lose limited liability protections. URSB also warns that anyone running a deregistered company could face fines (up to UGX 4 million). Moreover, if you don’t reinstate it, the company will be permanently deregistered, its assets vest in the state, and the name will become available for others.

Question: Who can apply for the reinstatement of a struck-off company?Answer: Typically, a director, company secretary, or authorized representative can apply. URSB expects a company official to log in to OBRS and submit the data update and restoration application. If you are an investor or manager, ensure you have formal authorization (like a board resolution) to act on the company’s behalf.

Question: What documents or information do I need to file?

Answer: You will need your company’s registration details (registration number, name, address, etc.), IDs of directors or applicants, and any board resolution authorizing the application if needed. Importantly, you must file all outstanding annual returns through OBRS and submit the Beneficial Ownership Information (Form 1). Any prior filings, such as share registers, should be available upon request by URSB.

Question: What fees are involved in reinstatement?

Answer: The reinstatement process requires payment of an application fee and all accumulated annual return fees (including late penalties). Under older guidelines, there was a UGX 20,000 reinstatement fee plus UGX 50,000 for each missed return. The current OBRS system will calculate the exact fees when you submit each form. Be prepared to make multiple electronic payments to cover all outstanding charges.

Question: How long does the reinstatement process take?

Answer: It can vary depending on URSB’s workload and how quickly you file missing returns. Once your OBRS application and all filings are in order, URSB typically processes reinstatements within a few days to a few weeks. Ensuring your application is complete and error-free helps expedite approval.

Question: What happens if I miss URSB’s reinstatement deadline?

Answer: If you fail to apply by the deadline (for example, 30 August 2024, as per the recent notice), URSB will permanently deregister the company. In that case, the original company ceases to exist, and its name is released. To continue your business activities, you must incorporate (or re-register) a new company under Ugandan law, possibly choosing a different name.

Question: Can an international investor apply for reinstatement?

Answer: Yes. The OBRS portal is accessible online, so any authorized person—local or foreign can apply on the company’s behalf. Houston Executive Consulting can provide remote support. We guide you through the documentation and online steps, ensuring compliance even if you are not based in Uganda.

For further guidance on restoring your company or understanding Uganda’s business compliance rules, contact Houston Executive Consulting. Our team is ready to help you navigate the OBRS system and protect your corporate interests.

If you want Houston Executive Consulting to help restore your company to the register, we can support you in applying to the Registrar of Companies. Please email us at info@heconsulting.us or call/WhatsApp +256782825945.