Foreign Company Registration in Uganda

Expanding a business into new markets is an exciting opportunity for growth, and Uganda, with its vibrant economy and strategic location in East Africa, presents a lucrative opportunity for foreign investors. This guide provides a detailed overview of the foreign company registration process in Uganda, outlining the requirements, key steps, and fees involved.

If you're considering setting up a foreign company in Uganda, here's everything you need to know.

Why Register a Foreign Company in Uganda?

Uganda's economy offers numerous advantages for foreign investors:

• Strategic Location: Uganda is a gateway to East and Central Africa, giving access to a population of over 250 million people through the East African Community (EAC) and the Common Market for Eastern and Southern Africa (COMESA).
• Stable Economy: Uganda has experienced stable economic growth, supported by a growing middle class, robust infrastructure development, and an expanding services sector.
• Government Support: The Ugandan government encourages foreign investments through incentives such as tax exemptions, investment licenses, and investment protection under the Investment Code Act.

How to register a foreign company in Uganda.

However, to tap into these opportunities, you must follow the legal process for registering a foreign company in Uganda.

Requirements for Foreign Company Registration in Uganda

Before starting the registration process, foreign companies must gather specific documents and complete various forms. Below are the requirements and details:

1. Certified Documents from Country of Origin

• Memorandum and Articles of Association/Charter/Constitution: These must be certified by a notary and show the company’s legal standing in the country of origin.
• Certificate of Incorporation: A certified copy of the company’s incorporation certificate is also required.

2. Completed Registration Forms

The following registration forms must be filled out as part of the registration process:

• Form 24: Details of the company's Directors and Secretary.
• Form 25: List of persons residing in Uganda authorized to accept service of process on behalf of the company.
• Form 26: The company's physical and principal office address in Uganda.
• Form 13: A statement of all subsisting charges created by the company in Uganda.

3. Beneficial Ownership Information

• The company must disclose information about its beneficial owners, including their names, ID Numbers/Business Registration Numbers (BRNs), nationality, and the number of shares held by each owner.

4. Official Company Contact Information

• Provide the company's official email address and phone number.

5. Particulars of Directors and Company Secretary

• Each director's details, including name, nationality, ID/BRN, passport number (if applicable), date of birth, physical address, and postal address, must be provided.
• The same details must be provided for the company secretary.

6. List of Persons Authorized to Accept Service

• Details of at least one person residing in Uganda authorized to accept legal service and notices on behalf of the company.

Procedure to Register a Foreign Company in Uganda

Once all documents are prepared, follow these steps to register your foreign company in Uganda:

Step 1: Submit Required Forms and Documents

The following forms must be submitted to the Uganda Registration Services Bureau (URSB):

• Certified copies of the Memorandum and Articles of Association/Charter/Constitution and Certificate of Incorporation.
• Forms 24, 25, 26, and 13.
• Beneficial ownership information.
• Official company contact details.

You will also need to attach copies of the National IDs or Passports of directors, authorized persons, and the company secretary.

Step 2: Preview and Verify Information

Ensure that all provided information is accurate. Any errors may delay the registration process.

Step 3: Pay the Required Fees

After submission, the next step is to pay the necessary fees. Here is a breakdown:

• Registration of a certified copy of memorandum/constitution: $350
• Registering any other documents (forms): $70 per document
• Certification of copies: $30 per copy
• Return filed by a foreign company: $70
• Registering the company's constitution or other instruments: $350
• Registering additional documents required by the registrar: $70

Payment can be made through a self-assessment or by collecting assessment forms from the URSB.

Step 4: Receive Certificate of Registration

Once all the forms are submitted and the fees are paid, the Registrar will issue a Certificate of Registration within two working days, officially recognizing the foreign company in Uganda.

Requirement for a Local Representative

Under the Uganda Companies Act, every foreign company is required to appoint at least one local representative who is a resident of Uganda. This individual is authorized to accept service of process and legal notices on behalf of the foreign company.

Role and Responsibilities

The local representative's role is primarily administrative and legal, ensuring the foreign company remains compliant with Ugandan laws. Their responsibilities include:

• Receiving legal documents: The representative is the official point of contact for receiving any court summons, legal notices, and official correspondence.
• Filing statutory documents: The representative may assist in the submission of annual returns or other required statutory filings to the Uganda Registration Services Bureau (URSB).
• Maintaining communication with authorities: The representative ensures that any changes in the foreign company’s status, such as changes in directors or company structure, are reported to Ugandan authorities.

Information Required for the Local Representative

When appointing a local representative, the following details must be provided:

• Full Name (Surname, Given Name, Middle Name)
• ID Number or Business Registration Number (BRN)
• National Identification Number (NIN) for Ugandan nationals
• Physical Address: The representative must have a verifiable residential address in Uganda.
• Postal Address: If applicable, a P.O. Box or other postal address should be provided.
• Contact Information: Phone number and email address.

Example:

• Name: Lokkkka Eunice
• National ID Number: CF9700000000PL
• Physical Address: [Address in Uganda]
• Postal Address: P.O. Box 123 Kampala, Uganda

Cost of Foreign Company Registration in Uganda

The cost for registering a foreign company in Uganda can range from around $600 to $1,500, excluding incidental costs such as legal fees, notary services, and translations. Below is a summary of the main costs:

• Registration of Certified Memorandum and Articles of Association: $350
• Registration of Other Documents (Form 24, 25, 26, etc.): $70 per document
• Certification of Copies: $30 per copy
• Filing of Return by Foreign Company: $70
• Registration of Company’s Constitution or Equivalent: $350
• Registration of Additional Documents: $70 per document

Here is a link to the official registration fees. https://ursb.go.ug/fees

Legal Requirements After Registration

After successful registration, foreign companies must comply with ongoing obligations, including:

• Filing Annual Returns: The company must file annual returns with the URSB.
• Local Representation: Ensure that you maintain an authorized person resident in Uganda who can accept legal documents and notices on behalf of the company.
• Adherence to Ugandan Laws: The foreign company must operate in accordance with Uganda’s laws and regulations, including tax compliance and environmental regulations.

Conclusion

Registering a foreign company in Uganda offers access to a dynamic and growing economy, strategic trade opportunities, and a government supportive of foreign investment. By following the legal process and ensuring compliance with the registration requirements, your company can successfully establish its presence in Uganda.

If you are planning to register a foreign company in Uganda, it’s important to get expert guidance to navigate the requirements smoothly. Feel free to reach out for professional assistance and ensure your company is set up for success in this promising market.