Scope – This Article Describes the Process and Requirements for Registering A New Company in Uganda With the Different Government Agencies Like URSB, UIA, URA, KCCA, NSSF, Posta Uganda, PPDA, PAU, etc. It Discusses the Steps in The Company Incorporation Process in Uganda. You can find the Business Registration, and Company Formation Procedures You Must Not Miss in Uganda.
For an entrepreneur to do proper and legally acceptable business in Uganda, it is wise that during business formation, you follow the right procedure to do company registration.
I have written this piece to give you guidance on the corporate procedures and processes that may be involved in Business Registration, Company Formation, and Incorporation in Uganda so that you do not miss a thing.
Doing business in Uganda is very convenient especially if you comply with the legislation of the land right from the first day when you start the process of opening a business in Uganda either as a Local Investor or a Foreign Investor or Entrepreneur.
You have to be a little patient when following certain procedures or steps because some of them may take a few days. Enjoy the read!
Registering a Company or Business at Uganda Registration Services Bureau (URSB)
The process to register a company and or a business name starts with “Search for Business Name” at the Uganda Registration Services Bureau (URSB).
You need to Identify at least 3 name options that you would like to identify your business. Fill in a Name Reservation form, which can be obtained from the Physical One Stop Centre (OSC) at Uganda Investment Authority (UIA), the Uganda Registration Services Bureau (URSB) offices; or at the Uganda Bookshop.
Submit a filled form with proof of payment. Please receive advice on how to make payment from URSB or UIA while picking the forms.
After conducting a name search, the officer in charge will reserve your business name having presented proof of Payment of a fee equivalent to Uganda shillings 20,000. This is in the form of a payment receipt at the Name Search window of URSB.
Upon payment of the required fee, you should be aware that the URSB will subject the proposed name to a search in the business registry database. This is intended to ensure that the name passes the similarity, defensive, offensive, and desirability tests for it to be used in business.
Obtain Certificate of Incorporation
The Following Are the Requirements for Registration of a Local Company in Uganda:
- Name Search and Reservation
- Assessment and payment of statutory fees
- Submit application form
- Form A22 – Full address of the registered or principal office of the company
- Copies of Articles and Memorandum of Association if any may be filed as well
- Passport/ National ID (3 copies)
Other Forms Include:
Form A1 – Statement of Nominal Share Capital of the Company
Form A2 – Declaration of Compliance with the requirements of the Companies Act
Registering A Foreign Company
Some companies already exist in other countries and have already been incorporated in the country of origin.
If such a company wishes to carry out business in Uganda, it must also be registered with the Uganda Registration Services Bureau (URSB). To register a foreign company, the following documents are required:
- Certified copies of Memorandum of Articles of Association/Charter/ Constitution and Certificate from the country of origin duly witnessed.
- Registration forms:
- Form 24 – Particulars of Directors and Secretary
- Form 13 – Statement of all subsisting charges
- Form 25 – List of Names and Address of Persons Resident in Uganda authorized to accept service on behalf of the company.
- Form 26 – Address and Principle Office of Company.
Always arrange your documents and, do self-assessment or pick assessment forms from the URSB office and pay the necessary fees. Upon registration, the Registrar of Companies at URSB will issue a certificate of registration at least within two working days.
Investment License from The Uganda Investment Authority (UIA)
If you are a foreign investor, it is by law you must obtain an Investment License issued by the Uganda Investment Authority.
The process to obtain an investment license is estimated to take 2-5 working days. Currently, the investment license is issued by the government free of charge.
Even local or domestic investors can apply and obtain an Investment License although according to the current investment Code, they are not obliged to do so.
Please note that foreign investors require a minimum of US$250,000 in planned investment to secure an investment license from the Uganda Investment Authority (UIA). Local investors can start with US$50,000 as the minimum planned investment.
For one to obtain an investment license, it can take about 2 – 5 working days. You need to start by Registering your company in Uganda at the Uganda Registration Services Bureau (URSB) and obtain certified copies of the Memorandum and Articles of Association, and a Certificate of Incorporation.
You also have to apply for the investment license using the Uganda Investment Authority Form 1.
You Need to Have A Checklist to Guide You Prepare the Following Documents That Are Required as Attachments to The Application for An Investment License:
- Documents of Legal status including a Copy of Certificate of Incorporation and Articles & Memorandum of Association from Uganda Registration Services Bureau)
- A short Business Proposal about the intended investment project (not less than 5 pages)
- Evidence of availability of funds for the intended investment (bank statements for the company or directors)
- Land status for the Project (you must attach a copy of the land title or a tenancy agreement to confirm the location of the project).
- Photocopies of Passports of Foreign Shareholders or Directors
- Filled in Application Form for an Investment License (Form UIA 1)
Other Additional Documents Include:
- Bill of lading to confirm importation of machinery (exceptional cases)
- Copy of the secondary license issued by the relevant Government Ministry/Department or Agency
- Environmental Impact Assessment Report/Certificate of Approval by the National Environment Management Authority (NEMA)
Securing the Necessary Secondary Clearances
In Uganda, Certain sectors require secondary licenses or clearances to commence business. For instance, if you are an Information Communication Technology (ICT) Company, you have to be licensed by the National Information Technology Authority – Uganda (NITA-U).
There are other sectors with specific secondary licenses like mining, air transport, banking, telecommunication, etc. All this information is available at the Uganda Investment Authority (UIA) and you can be assisted to secure these licenses within a reasonable time.
UIA is also mandated to assist investors to obtain suitable industrial land and work permits for any expatriate staff that you may require.
It is therefore prudent to write down all the necessary start-up requirements while developing your project or business plan. This way you will learn about the legal and compliance requirements of doing business in Uganda.
Registration with Posta Uganda
To obtain Company Form 18, you have to indicate that you have a registered postal address of the company. Company Form 18 I in accordance with the Companies Act 2012 which gives Notice of the situation of the registered office and the registered postal address (Section 116 of the Act).
Form 18 is only authentic if it is certified by the URSB while bearing a stamp from Posta Uganda. A Postal Address is also important to make identification easier and aid in the routing of mail.
Registration is important for all companies both new and old to utilize the Uganda Postal mailing service to ensure that their clients receive all of their communications without unnecessary delay. The Posta Uganda service has several methods in place to make certain that delivery addresses are properly assigned to the outgoing mail.
Registration is done at the Posta Uganda Head office or regional offices by presenting a certified copy of your company registration certificate and paying a specified amount. You are then issued a P.O Box Renter’s authority card bearing your company name and the box number.
Obtain a Taxpayer Identification Number (TIN)
In Uganda, the Taxpayer Identification Number (TIN) is a unique identifying number assigned to every taxpayer by Uganda Revenue Authority (URA) for tax administration purposes.
Any person business or company that has to transact in any tax-related business with URA, must apply for a TIN. The TIN is, therefore, an administrative requirement and applies to all taxpayers regardless of the tax transaction.
A TIN is used by a business in all the correspondences with URA. It is also the available method to manage your account on the URA web portal which is used for Filing VAT Refunds, Payments of tax and non-tax revenue, customs transactions (imports and exports), and also to interface with other clients.
If you are to open a business or company in Uganda, you should at least know that taxpayers must have a Tax Identification Number from Uganda Revenue Authority.
A TIN application can be done on the Uganda Revenue Authority online portal.
The process of registering for a TIN Number requires a computer with an internet connection, Microsoft Excel Office Program installed on your computer, a functioning email address, a printer, and a referee (a person who has an active TIN of the new type).
For Individual TIN:
- Passport, Employees ID, Voter’s Card, National ID, Driving Permit
- Email Address
- Mothers Name
- Telephone Contacts
- Referee Who Already Has TIN
For individuals that are non-Ugandans, you need Identification Documents like any one of the following; Passport, Visa, Driving permit, Letter from the current respective Head of Mission, Letter from the Permanent Secretary Ministry of foreign affairs, or a Diplomatic ID
- Company Form 20, Certificate of incorporation from Uganda Registration Services Bureau
- Contact Person
- Company Email Address, Phone Number
- Bank Account Details
- Company Director (s) Individual TIN Number (s)
Uganda Revenue Authority (URA) issues Taxpayer Identification Numbers (TINs) in accordance with the Domestic Tax Departmental Performance Standards.
This is done free of charge unless one decides to use a tax agent who may charge a fee for such tax consultancy services. Further clarity should always be sought from the Uganda Revenue Authority Before Any Action Is Taken.
Obtain a Trading License from Kampala Capital City Authority (KCCA)
As an investor, you have to apply for a trade license at the Municipal Authority/Council Authority where the company premises are located. This is a requirement for all companies, including service companies.
In the year 2015, KCCA improved its systems and you can now download and print the standard forms online through the City Operator Identification Number (COIN) system.
A standard form A can be completed online and then submitted to the Municipality or City Council, along with the relevant company documents. These include the memorandum and articles of association, the name of the directors, the certificate of incorporation, and the lease agreement from the property owner. You will then be issued a payment slip to take to the Bank.
The Officers at KCCA may have to inspect the business premises mostly by the licensing officer who then has to issue the assessment forms for the fees payable, which vary with the location of the office. These fees are regulated by the Trade Licensing (Amendment of Schedule) Instrument, 2011.
At this stage, you will pay the license fee at the bank as advised by the licensing officer. Once the fees are paid, the Municipal Authority issues the Trading License.
KCCA also reserves the right to revoke and cancel the trading license if deemed necessary by municipal inspections (health and building).
Register with National Social Security Fund (NSSF)
The National Social Security Fund (NSSF) is administered by the laws of the Republic of Uganda, plus the NSSF Act Cap 222.
The National Social Security Fund is a compulsory saving scheme for private-sector employees between the age of 16-35 years, non-profit organizations, and government parastatal bodies that are not covered by the government pension scheme.
Under the Act, all employers who have a workforce of more than 5 employees must pay an NSSF contribution of 10% to their employees. This is in addition to the 5% contributed by an employee. The registration process can take between 1-5 working days.
Making a Company Seal
In Uganda, a company seal is mandatory. This is well laid down in Section 117 (b) of the companies Act 2012 which provides that every Company shall have its name engraved in legible letters on its seal which shall take the form of an embossed metal die.
It is this company seal that is used to authenticate all official company documents. If you want to register with the Procurement and Disposal of Public Assets Authority (PPDA), you must stamp on the power of attorney before you can submit your documents to register as a provider.
Registration of Powers of Attorney
A power of attorney is an instrument conferring authority of the principal to the agent where such authority is required to be conferred by a deed, or where, in any other circumstances, it is desired formally to appoint an agent to act for the principal in one transaction or a series of transactions.
All bid documents for government tender bids or proposal submissions with other organizations have to be accompanied by the powers of attorney.
The directors have to appoint individuals on behalf of the company who will run the affairs of the business and to do any other transactions as may be specified.
This document must be authenticated with the company seal/stamp and registered with the Uganda Registration Services Bureau (URSB).
Registration with Public Procurement and Disposal of Assets Authority (PPDA)
You can only do business with the government if you are on the Register of Providers (RoP) at Public Procurement and Disposal of Assets Authority (PPDA).
This is in line with the Public Procurement and Disposal of Public Assets Act, 2003 and the Public Procurement and Disposal of Public Assets, Regulations 2014 Plus All the Best International Procurement Practices.
The (Register of Providers) RoP is an online database of providers of Works, Services, and Supplies to the Government.
The register has providers’ profiles of those eligible providers to participate in preference and reservation schemes that have an opportunity to access online access to all bid opportunities in Government.
This is open for all registered providers and can communicate with the Procuring and Disposing Entities (PDEs) and other providers online.
The following are the documents do providers have to submit with the Application Form:
- A Providers Application Form is filled online and then printed out and signed.
- All relevant supporting documents as per Section 5 of the Application Form; namely:
- RP 1 Copy of Certificate of Incorporation /Registration
- RP 2 Copy of Current Trading License or equivalent.
- RP 3 Copy of TIN Certificate
- RP 4 Copy of VAT Registration Certificate (if applicable to the Business)
- area, discipline, or code.
- RP 5 Letter of Authorization for a signatory to apply for registration on behalf of the Provider
- RP 6 Proof of payment (e.g. copy of bank deposit slip or remittance advice)
Houston executive Consulting is a Registered provider and you can read the press release to learn more about how we achieved Registration with PPDA in Uganda – Public Procurement and Disposal of Assets Authority
Registration with the National Supplier Database (NSD) For the Oil and Gas Sector in Uganda
If you are interested in becoming a service provider for the Oil and Gas sector in Uganda, you have to register and get listed in the National Supplier Database (NSD) at the Petroleum Authority of Uganda.
The online application requires that you scan and upload copies of the certificate of incorporation or registration, Tax Clearance Certificate for companies registered or incorporated in Uganda issued by Uganda Revenue Authority, National Social Security Clearance Certificate for companies registered or incorporated in Uganda issued by the National Social Security Fund (NSSF), and Banker’s Reference Letter.
Workplace Registration with the Ministry of Gender Labour and Social Development (MGLSD)
You also have to do Workplace Registration at The Ministry of Gender, Labour and Social Development (MGLSD).
This is under the Directorate of Labour, Employment, Occupational Safety, and Health. Workplace Registration comes with a certificate of workplace registration, Incident Register, Occupational Safety and Health Inspection Checklist plus a short guide to the Occupational Safety and Health (OSH) ACT, NO9, 2006.
This complies with Section 40 of the Occupational Safety and Health Act which requires that every person shall, not less than one month before he or she begins to occupy, or use any premises as, a workplace, serve on the Commissioner for Occupational Safety and Health a written notice containing the particulars set out in the third schedule to the Act.
Provided that he or she may occupy or use the premises as a workplace less than one month after serving the notice if the Commissioner issues in his or her name a certificate of registration.
Workplace Registration Application Form (OSH FORM F.11) can be downloaded from the website of the Ministry of Gender Labour and Social Development (MGLSD).
You have to create a checklist when you set out to be an entrepreneur who would like to do business with corporate organizations and the government of Uganda. This checklist should not miss the key compliance documentation including a Certificate of Incorporation from URSB, an Investment License from UIA, a Taxpayer Identification Number (TIN) from URA, a Trading License from KCCA, a certificate of registration from PPDA, and Registration with National Social Security Fund (NSSF). Given that Uganda has the Oil and Gas Sector, You May Have to Register with The National Supplier Database (NSD) at the Petroleum Authority of Uganda (PAU) To Be a Service Provider for This Sector.