Brief: Registration of businesses in Uganda
Sheillah Nanyonga
Starting a business in Kampala is an exciting opportunity—Uganda’s capital is a bustling economic hub with growing potential for entrepreneurs in various sectors. However, to operate legally and enjoy the full benefits of formal business ownership, registration is a crucial first step.
Registering your business not only gives it legal recognition but also opens doors to funding, partnerships, tax incentives, and protection under the law. Whether you’re setting up a small shop, a consultancy, or a limited liability company, understanding the business registration process in Kampala can save you time, money, and legal complications.
In this guide, I’ll walk you through the different types of business structures, the required documents, the step-by-step registration process with URSB and KCCA, and tips for staying compliant once your business is up and running.
Types of Business Structures.
Sole Proprietorship. A sole proprietorship is an unincorporated business owned by a single individual who is entitled to all profits and responsible for all debts and obligations. investopedia.
To legally operate as a sole proprietor, you must register with the Uganda Revenue Authority (URA) to obtain a formal trade name and Tax Identification Number. You will need to provide copies of two identification documents such as a driver’s permit, voter’s card, passport, employer ID, national ID, etc., to register as a sole proprietor with the URA. Additionally, if the business name does not consist of the proprietor’s true name, it must also be registered at the Uganda Registration Services Bureau (URSB). deel.com
Partnership. In Uganda, there are various forms of partnership businesses, including general partnerships and limited liability partnerships (LLPs). General partnerships involve two or more individuals who agree to share profits and losses, and each partner is jointly and severely liable for the partnership’s debts and obligations. Limited liability partnerships, on the other hand, limit the liability of partners to their capital contributions, protecting their personal assets from the partnership’s debts. monitor.com.
Examples of partnership businesses in Uganda include law firms, where partners contribute to the management and financial responsibilities of the firm. Additionally, non-governmental organizations (NGOs) and community-based organizations often operate as partnerships, collaborating with government and private sectors to support initiatives in areas such as agriculture and social entrepreneurship.
Private Limited Company(Ltd). This is a common form of business entity. It requires at least one shareholder and can have a maximum of 100 shareholders. The liability of shareholders is restricted to the invested sums only, meaning they are not personally liable for the company’s debts beyond their investment. Additionally, a Private Limited Company in Uganda cannot offer its shares to the public.
Some examples of Private Limited Companies in Uganda:
M MOTIVATIONAL COMPANY LIMITED: Established on July 15, 2011.
HAM HAPPY SHOPPERS (U) LIMITED: Founded on June 23, 2015.
NBM SUPER INVESTMENTS (U) LIMITED: Formed on July 1, 2015.
STAR COLLECTIONS LIMITED: Incorporated on January 9, 2003.
Public Limited Company(PLC). In Uganda, a Public Limited Company (PLC) is a corporate entity that can offer shares to the public, allowing it to raise substantial capital. To establish a PLC, a company must have a minimum of two directors and one secretary, though requirements may vary by country.
PLCs in Uganda are subject to stricter corporate governance regulations compared to private limited companies. They are required to publish financial statements and other information for public scrutiny, ensuring transparency and enabling potential investors to make informed decisions. Additionally, PLCs in Uganda must adhere to the English legal model, similar to the UK’s PLC structure, which mandates the inclusion of "PLC" or "plc" at the end of the company name.
Examples of PLCs in Uganda
Bank of Africa Uganda Limited.
A commercial bank part of the Bank of Africa Group (Mali).
Bank of Baroda Uganda Limited.
A commercial bank part of Bank of Baroda (India).
Equity Bank (Uganda).
A commercial bank part of Equity Group Holdings Limited (Kenya).
KCB Bank Uganda Limited.
Part of KCB Group Limited (Kenya).
Non-Profit Organizations (NPOs) or NGOs There are legally constituted organizations that provide voluntary services to the community without profit or commercial purposes. They are governed by the Non-Governmental Organizations Act (2016) which replaced the older Non-Governmental Organizations Registration Act (1989). cof.org
Some examples of NGOs operating in Uganda include:
GlobalGiving: An online platform that connects donors with verified and vetted nonprofits in Uganda, supporting over 372 organizations.
Joy for Children Uganda (JFCU): A non-profit child rights organization established in 2005 to respond to the plight of vulnerable children.
Alive Medical Services: Works to eliminate mother-to-child transmission of HIV.
Nyaka: Educates over 895 orphaned and vulnerable children in two free primary schools and one free secondary and vocational school.
Pre-registration Requirements of a business in Uganda.
Business name reservation through the Uganda Registration Service Bureau (URSB).
Tax identification Number (TIN) application via Uganda Reserve Authority (URA).
Selection of business location and zoning.
Steps for Business Registration.
Conduct a Name Search: Ensure the name you want for your business is unique and not already in use. You can perform this search online or in person at a URSB office. afrilinkcnsultants
Reserve the Business Name: Once you find a unique name, reserve it with the URSB. The reservation is valid for 30 days.
Prepare Required Documents: Gather necessary documents such as Articles of Association, Memorandum of Association, identification documents of directors and shareholders, and proof of registered office address.
Submit Application: Submit your completed application form and supporting documents to the URSB. Payment of the required registration fees is also necessary at this stage.
Obtain Certificate of Incorporation: After reviewing your application, the URSB will issue a Certificate of Incorporation if all requirements are met.
Register for Taxes: Register your company with the Uganda Revenue Authority (URA) to obtain a Tax Identification Number (TIN). ura.go.ug
Open a Bank Account: Establish a bank account for your company’s financial transactions.
Secure Trading License: Apply for a trading license from the local municipal authority or council.
Register with NSSF: If you have five or more employees, register with the National Social Security Fund (NSSF). womenconnect
File Necessary Forms: File the required forms with the URSB, such as particulars of directors and secretaries, notice of situation of registered office and postal address, and return of allotment. gcic
Post-Registration Requirements.
After registering a company in Uganda, several post-registration requirements must be met to maintain legal compliance and operational legitimacy. These include filing specific forms and adhering to ongoing regulatory obligations.
Firstly, after registration, the company must file several forms within specified timelines:
Company Form 20: Particulars of Directors and Secretaries must be filed within 14 days of registration. gcic.go.ug
Company Form 18: Notice of Situation of Registered Office & Postal Address must also be filed within 14 days.
Company Form 10: Return of Allotment must be filed within 60 days. Annual Return: For a company limited by shares, an annual return must be filed once every year.
Additionally, the company must obtain a Taxpayer Identification Number (TIN) for tax compliance purposes.This unique identifying number is assigned by the Uganda Revenue Authority (URA) and is essential for tax administration.
The company must also secure a Trading License from KCCA or local government authorities, which is mandatory for all types of companies, including service companies.This process involves submitting relevant company documents such as the memorandum and articles of association, the name of the directors, the certificate of incorporation, and the lease agreement from the property owner.
Lastly, NGOs registered in Uganda must submit annual reports to the National Bureau for NGOs detailing their activities, financial statements, and any changes in governance or operations.This ensures transparency and accountability and helps maintain the NGO’s legal status and compliance with national regulations.
Common Mistakes to avoid
Choosing aa name similar to an existing business.
Not researching licensing/ zoning rules.
Missing deadlines for license renewals or tax filling.
