Company Registration In Uganda: Procedure, Advantages & Taxes Covered

Decide and reserve a business name

The first step to registering a company in Uganda is to decide on the company name. Choose at least three potential names. Utilize the company registration form to perform a business name search at the Uganda Registration Service Bureau. The business registry database will be searched for similarities to your proposed corporation name. If the name is available, you can reserve the business name with the relevant authorities.

Choose the legal form of your business

Choose the legal form of your business such as a sole proprietorship firm. 

Gather the relevant documents

Gather the relevant documents such as the article of association, corporate forms, corporate resolution, etc to register a company in Uganda.

Apply for company registration in Uganda

Fill up the business registration form (s.18) and submit it along with the appropriate documentation to the Uganda Registration Services Bureau. 

Acquire the certificate of incorporation

Once the forms and the documents are examined, the certificate of incorporation will be granted.

Acquire the Tax Identification Number (TIN)

A Tax Identification Number can be acquired by enrolling with the Uganda Revenue Authority. The application form can be either filled out online on the URA portal or by visiting a URA office.

Apply for the business license

The local authorities where the enterprise is located are the ones who can issue you a license.

Enroll with the National Social Security Fund (NSSF)

It is necessary to enroll with the National Social Security Fund because all firms with more than five workers are required to make a 10% NSSF payment to their workers’ benefits.

Obtain a business seal

Every corporation that wants to conduct commercial operations in Uganda must have a corporate seal with the name of the corporate imprinted on it.

Documents Needed for Uganda Company Registration

For Local Company Registration in Uganda:

To register a local company in Uganda, the following documents must be submitted to the Uganda Registration Services Bureau (URSB):

• Form 18 – Application for registration of a company.
• Memorandum and Articles of Association – Outlining the company’s objectives, shareholding, internal governance, and operational framework.
• Statement of Nominal Capital – Declaring the company’s share capital structure.
• Names and details of directors and shareholders.
• Valid identification documents (e.g., passport or national ID) for all directors and shareholders.
• Company name reservation certificate (prior reservation through URSB’s online system).

For Foreign Company Registration in Uganda:

Foreign companies establishing a branch or subsidiary in Uganda must submit the following documents:

• Certified copies of the Memorandum and Articles of Association (or Constitution) from the country of origin.
• Certificate of Incorporation from the home country.
• Form 24 – Particulars of directors and secretary.
• Form 25 – Names and addresses of at least one Ugandan resident authorized to receive official communications on behalf of the company.
• Form 26 – Details of the principal place of business in Uganda.
• Form 13 – Statement of all existing charges on company property (if applicable).
• A resolution or letter of intent to register a branch or establish a presence in Uganda.
• Passport copies and contact details of the foreign directors.

Eligibility criteria for Uganda company registration

Here are the several criteria for Uganda company registration:

1. Director- A public limited corporation must have at least two directors in order to be incorporated in Uganda.
2. Shareholder- A public limited corporation must have at least five shareholders in order to be incorporated in Uganda.
3. Business secretary- All businesses in Uganda are required to have a business secretary.

Business structure for company registration in Uganda

For company registration in Uganda, there are various business structures, which are described below:

Sole Proprietorship 

A sole proprietorship is a type of business structure where a person operates a company individually and as such the owner is the only one to benefit financially from the business. A sole proprietorship is simple to incorporate, however, the owner is not separate from the firm and is personally liable for all debts incurred by the company.

Partnership Firm

Partnerships are a common organizational structure choice for professional services organizations. Partnerships are regulated by a partnership document that outlines the partners’ privileges and responsibilities. General and limited liability partnerships are the two types of partnerships.

In LLPs, the limited partners’ responsibility for the company’s liabilities and responsibilities is restricted to the value of their capital investment.

A general partnership has each partner representing the company and connecting the other partners. As a result, each partner is jointly responsible for the partnership’s liabilities.

Private Companies limited by shares 

Private corporations limited by shares are those organizations whose membership is restricted to 100 individuals under the legislation. Members’ responsibilities to the organization are restricted to their shareholdings.

Private Companies limited by guarantee 

Most non-profit institutions, are private companies limited by guarantee.

Public Limited Company

Publicly traded companies have limited liability and can sell stock to the general public. At least two directors and five stockholders must form a Public limited company in Uganda.

Advantages of company registration in Uganda

If you register a company in Uganda, you can enjoy the following benefits:

• It helps to acquire a legal presence.
• Get a trading name to protect the identity of your company.
• Gain access to services such as lending, bids, finance, etc.
• Business expansion helps increase job prospects.
• Allows the acquisition of licenses, such as those for investing, trade, and paying taxes.
• Improved marketing and promotional chances to attract more customers.
• Increased ability to compete in the regional marketplace.

Discover the advantages of registering a business in Uganda in our detailed blog.

Taxation Structure for Businesses in Uganda

Entrepreneurs who register a company in Uganda are subject to several taxes under Ugandan tax laws. These include:

Income Tax:

All individuals and entities earning income in Uganda are subject to income tax under the Income Tax Act. For companies, the standard corporate tax rate is 30%.

Withholding Tax:

• Dividend and interest payments are subject to withholding tax.
• Interest payments to resident individuals are generally subject to an 18% withholding tax, except when paid on government securities.
• Dividends received by resident shareholders from resident companies are also subject to an 18% withholding tax.

Value-Added Tax (VAT):

VAT is charged on goods and services at a standard rate of 18%. It applies to most commercial transactions unless specifically exempted.

Customs Duty:

Imports into Uganda are subject to customs duty, calculated based on the customs value of the goods. Rates vary depending on the type of product and applicable trade agreements.

Pay As You Earn (PAYE):

PAYE is the system through which income tax is deducted from employees’ salaries and wages by the employer on a monthly basis. It covers all forms of remuneration and employment benefits.

Cost of Uganda company registration

The various fees that an entrepreneur has to pay for Uganda company registration are listed below:

1. The cost to register a business is 24,000 UGX, while the cost to reserve a name is 20.000 UGX.
2. Registration of legal documents may cost 80,000 Ugandan shillings.

Conclusion

Uganda is a developing economy with plentiful resources, a free-market framework, and no industry-specific barriers to foreign direct investment. As such, there are numerous advantageous investment prospects in the nation. The agricultural, industrial, and service sectors make up Uganda’s economy. The main industries for expansion in the nation are infrastructure, technology and telecommunications, and tourism. All these are the various benefits of Uganda company registration.

If you wish to register a company overseas, you can get in touch with our company formation experts at OnDemand International. Our experts will help you in the incorporation process.