Requirements for registering a Business/Company in Uganda
Requirements for registering a Business/Company in Uganda. Starting a business in Uganda can be a rewarding venture, given the country’s strategic location in East Africa, a growing economy, and a youthful population. To legally operate a business in Uganda, registration is mandatory and governed by the Uganda Registration Services Bureau (URSB). Whether you are a local or foreign investor, understanding the legal requirements is crucial. Here’s a detailed guide on the steps and requirements for registering a business or company in Uganda.
1. Choose the Type of Business Entity
The first step is determining the type of business you wish to register. Uganda recognizes several forms of business entities:
- Sole Proprietorship – Owned and operated by one individual.
- Partnership – Formed by two or more people sharing profits and losses.
- Private Limited Company (Ltd) – A separate legal entity from its owners, with limited liability.
- Public Limited Company (PLC) – Suitable for businesses planning to offer shares to the public.
- Non-Governmental Organization (NGO) – A non-profit entity.
- Foreign Company (Branch) – For companies headquartered outside Uganda but with a branch in Uganda.
2. Reserve a Business Name
All businesses must have a unique name. This is done through name reservation at URSB. To reserve a name:
- Visit the URSB online portal or go to the physical offices.
- Conduct a name search to ensure the name is not already taken.
- Pay the required fee (UGX 20,000 as of 2025).
- Upon approval, you receive a Name Reservation Certificate valid for 30 days.
3. Prepare Required Documents
Depending on the type of business, you need different sets of documents. For a Private Limited Company, the following documents are necessary:
- Memorandum and Articles of Association (MAA) – Outlines the objectives, powers, and rules of the company.
- Form A1 – Statement of nominal capital.
- Form 18 – Particulars of the physical address of the company.
- Form 20 – List of directors and their consent.
- Copies of National IDs or Passports – For all directors and shareholders.
- Passport-size photographs.
For foreign investors, additional documents may be needed, such as:
- Work permits or resident permits.
- Proof of registration in the home country (for foreign companies).
4. Register with URSB
Submit all the completed documents to URSB either online or in person. You will need to pay registration fees, which vary based on the company’s share capital. Generally:
- Registration fee: Around UGX 100,000 – UGX 250,000 depending on capital.
- Stamp duty: Typically 0.5% of the nominal share capital, paid via Uganda Revenue Authority (URA).
URSB will review your application and, if everything is in order, issue a Certificate of Incorporation – this is your official company registration certificate.
5. Register for a Tax Identification Number (TIN)
After registering with URSB, every business must be registered with the Uganda Revenue Authority (URA) to obtain a TIN for the company and its directors. This is essential for paying taxes, invoicing, and bank transactions.
The TIN application is free and can be done online via the URA portal. Ensure that your company documents, director details, and address match the information provided during company registration.
6. Register for VAT and Other Licenses
If your business turnover exceeds UGX 150 million annually, you are required to register for Value Added Tax (VAT) with URA. Depending on your sector, you may also need additional licenses:
- Trading License – Issued by the local municipal authority.
- Sector-Specific Licenses – For example, tourism, health, education, and transport have special licensing bodies.
7. Open a Company Bank Account
Once registered and issued with a TIN, you can open a corporate bank account in any Ugandan bank. Requirements typically include:
- Certificate of Incorporation.
- Company MAA.
- TIN certificate.
- Directors’ identification documents.
8. Register with NSSF (if hiring employees)
If your business plans to employ people, it must register with the National Social Security Fund (NSSF). Employers are required to contribute 10% of an employee’s salary, and employees contribute 5%.
9. Register with the Local Authority
You’ll need to obtain a Trading License from the City Council or District Local Government where your business is located. The cost depends on the nature and size of the business.
10. Comply with Ongoing Legal Obligations
Once your company is registered, you must:
- File annual returns with URSB.
- Keep proper financial records.
- File tax returns and pay taxes on time.
- Update URSB if there are changes in company structure or address.
