Filing Annual Returns in Uganda: Legal Framework and Practical Procedure.

Introduction

In Uganda, the obligation for companies to file annual returns is enshrined in Sections 132 and 133 of the Companies Act, Cap. 106 These provisions mandate that every company registered under the Act must file annual returns with the Registrar of Companies. Compliance with this requirement ensures transparency, accountability, and the continued legal standing of the company. This article explores the legal framework, practical procedures, and the consequences of non-compliance concerning the filing of annual returns in Uganda.

Legal Framework

Sections 132 and 133 of the Companies Act, Cap.106

Sections 132 and 133 of the Companies Act, Cap.106, stipulate that all companies must file annual returns with the Registrar of Companies. These returns provide essential information about the company's financial status, shareholding, directorship, and other pertinent details.

Section 132 outlines the requirement for annual returns, specifying the information that must be included, such as:

• The date of the last annual general meeting.
• The names and addresses of the directors and shareholders.
• Details of the company's share capital.
• Information on the company's financial performance, including profit or loss and dividends paid or proposed.

Section 133 deals with the consequences of non-compliance. If a company fails to file its annual returns, its officers are liable to a default fine. Moreover, if the non-compliance continues for a period of five years, the Registrar of Companies has the authority to strike the company off the register, effectively dissolving it.

Practical Procedure for Filing Annual Returns

The Uganda Registration Services Bureau (URSB) has streamlined the process of filing annual returns through its e-services platform. The steps to file annual returns are as follows:

1. Visit the URSB Website: Go to the URSB website and click on the e-services tab.
2. Select Business Registration: Choose the option for business registration and then select annual returns filing.
3. Create or Log into Your Account: If you do not have an account, create a new one. Otherwise, log in with your existing credentials.
4. Enter Company Registration Number: Input your company registration number to verify your company details.
5. Fill in the Annual Returns Form: Complete the form with the required information, including: Date of the last annual general meeting. Names and addresses of directors and shareholders. Share capital details. Financial performance, including profit or loss, and dividends paid or proposed.
6. Submit the Form: After filling in all the necessary details, submit the form online.

Consequences of Non-Compliance

Failure to file annual returns has significant repercussions for a company and its officers:

1. Default Fine: Company officers are liable to a default fine if they fail to file the annual returns on time.
2. Striking Off the Register: If a company fails to file returns for five consecutive years, the Registrar of Companies may strike the company off the register. This action effectively dissolves the company, and it ceases to exist as a legal entity.
3. Statement of Solvency: Companies that have not filed returns for five years or more must file a statement of solvency and demonstrate why they should not be struck off the register within 60 days from the date of the notice.

Conclusion

Filing annual returns is a crucial legal requirement for companies in Uganda. It ensures transparency, maintains the company's good standing, and avoids severe penalties, including fines and potential dissolution. The URSB's e-services platform has simplified the process, making it easier for companies to comply with their obligations. Companies must adhere to these requirements to avoid legal and financial repercussions and to support the integrity of the corporate sector in Uganda.

The Author is a Lawyer/Attorney

WhatsApp Number: +256774219414

Email: [email protected]