Below is a detailed summary of the
bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate
and register a new firm in Uganda. It examines the procedures, time and cost
involved in launching a commercial or industrial firm with between 10 and 50
employees and start-up capital of 10 times the economy's per-capita gross
national income.
This information was collected as
part of the Doing Business project,
which measures and compares regulations relevant to the life cycle of a small-
to medium-sized domestic business in 190 economies. The most recent round of
data collection was completed in June 2016.
Standardized
Company
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Legal
form:
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Private Limited Company
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Paid-in
minimum capital requirement:
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UGX 0
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City:
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Kampala
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No.
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Procedure
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Time
to Complete
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Associated
Costs
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1
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Submit the Name Reservation Form to the assessment window of the Uganda Registration Services Bureau (URSB) and obtain the bank payment slipAgency: Office of the Registrar, Uganda Registration Service Bureau
To
reserve a company name, the entrepreneur submits the name reservation form to
the assessment window of the Uganda Registration Service Bureau (URSB). The
clerk returns the application, along with the requisite fee assessment
payable at the bank. The name reservations forms can be downloaded for free
at the following:
http://ursb.go.ug/services/business-registration/forms-for-business-registration/
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1 day
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USH 20,000 + USH 2,200 bank fee
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2
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Pay the name reservation fees at the bankAgency: Bank
All
nontax payments to government agencies must be made at a bank. Upon payment
of the specified assessment fee, the entrepreneur receives a bank receipt
that is used to complete the name reservation process. The payable fees
include: USH 20,000 for name reservation; and USH 2,200 for the bank service
fee. As of 2015, there is a bank located on the same floor at the URSB.
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1 day
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included in previous procedure
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3
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Reserve the company nameAgency: Office of the Registrar, Uganda Registration Service Bureau
The
entrepreneur presents the payment receipt at the name search window of URSB.
Upon payment of the required fee, the suggested name is subjected to a search
in the business registry database. If the name passes the similarity,
defensive, offensive, and desirability tests, it is reserved for a period of
30 days. There are name reservations books where the entrepreneur can search
and see if the name was approved or rejected and for what reasons. This
procedure takes between 1-3 days.
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between 1-3 days
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no charge
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4
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Obtain the slip-in for the payment of the registration fee and the stamp duty from URSBAgency: Bank or URSB
Entrepreneurs
can now obtain the bank payment advice forms online without having to go the
Uganda Registration Services Bureau. This is because the fee assessment
process can now be done online www.ura.go.ug/payment.do . Entrepreneurs can
also go to the company registry, or to the bank to obtain the bank payment
advice forms.
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1 day
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no charge
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5
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Pay the registration fees at a designated bankAgency: Bank
Registration
receipts are obtained from the designated bank where the fees are paid
(within 30-40 minutes). Previously, the founder had to pay the fee at the
bank and wait for 3 days to pick up the receipts from the Ministry of
Justice.
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1 day
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no charge
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6
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File the registration documents at the Office of the Registrar and Obtain the Certificate of IncorporationAgency: Office of the Registrar
Registration
is an administrative process conducted by the Uganda Registration Services
Bureau, which is autonomous from the Ministry of Justice and handles company
registration-related issues. To register, the entrepreneur must submit the
following documents as indicated to the Registration window of URSB:
- A completed application Form. - Form A1: Statement of Nominal Capital. - Form S18: Declaration of Compliance with the Requirements of the Companies Act on Application for Registration of a Company. - Form A3: Before incorporation, shares are not yet paid for and thus not allotted. After incorporation, as soon as a company allots its shares, the returns should be registered within 60 days. - Form 20: Particulars of the directors and secretary of the company is required to be filed within 14 days of company registration. - Form 9A: Notice of the situation of the Registered Address of the company. This form must be filed with the Registrar of Companies within fourteen days of incorporation. - Company Resolutions: The Business Registry can register resolutions of the Company general meetings and board meeting. Fee schedule for company registration: - Registration fees: UGX 20,000 - Stamp duty: 0.5 % of the share capital - Stamp Duty on Memorandum & Articles of Association: UGX 35,000 - Filing Fees: UGX 25,000 - Filing Form A3: UGX 20,000 - Filing Form 7: UGX 20,000 - Filing Form A9: UGX 20,000 Once the documents are submitted and the fees are paid, the applicant will get a receipt to return to retrieve documents. The time for this procedure is between 3-5 days. |
between 3-5 days
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see comments
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7
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Obtain a Tax Identification Number (TIN) and Register for taxes at the Uganda Revenue AuthorityAgency: Uganda Revenue Authority
According
to section 14 of the Public Finance and Management Act 2015, all businesses
seeking a trading license or any form of authorization necessary for purposes
of conducting any business in Uganda are required to have a TIN. The company
submits a personal inquiry form for each director, and a corporate
preliminary inquiry form in application for the Tax Identification Number
(TIN). The TIN application can be completed online on the website of the
Uganda Revenue Authority (URA): www.ura.go.ug. The company also registers for
VAT if the company has a threshold of over 50,000,000 shillings according to
the Value Added Tax Act sect. 7.
On uploading the application form online, the system will print the applicant to print out the online form which has to be signed and submitted it to the nearest URA office together with Company Form 7 and a copy of the Certificate of Incorporation of the Company. TIN approval takes a period of 2-7 days. The Corporate Tax file number is internally assigned. |
between 2-7 days
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no charge
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8
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Receive inspection of the business premises by the Uganda Revenue Authority (URA)Agency: Uganda Revenue Authority
The
business premises undergo inspection by the Uganda Revenue Authority (URA).
Once the applicant calls for an appointment, they will usually come to your
premise the next day if you are available.
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1 day
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no charge
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9
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Obtain trading licenseAgency: Kampala Capital City Authority
The
entrepreneur applies for a trade license at the Municipal Authority/Council
Authority where the company premises are located. The trading license is a
general business license required for all companies, including service
companies.
As of January 2015, you can download and print the standard forms online through the COIN system:https://ecitie.kcca.go.ug/portal/registration/coin-application-non-individual/. Once online, you complete the standard form A, which can be accessed online, and submitted to the Municipality or City Council, along with the relevant company documents, including the memorandum and articles of association, the name of the directors, the certificate of incorporation, and the lease agreement. You will then be issued a payment slip to take to the Bank. |
4 days
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no charge
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10
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Receive inspection of the business premises by the licensing officer and Obtain the assessment formAgency: Kampala Capital City Authority
The
division of Kampala Capital City Authority (KCCA) in the jurisdiction where
the business premises are located does inspection ensuring you have applied
for the trading license, then issues the Trading licenses on behalf of KCCA.
Upon inspection of the company premises, these divisions issue the assessment
forms for the fees payable, which vary with the location of the office. These
fees are regulated by the Trade Licensing (Amendment of Schedule) Instrument,
2011.
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1 day
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no charge
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11
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Pay the license fee at the bankAgency: Bank
The
founder must pay the relevant license fee at the bank, as follows:
Grade 1 - Carrying out wholesale business: UGX 498,750 - Carrying out retail business: UGX 210,000 Grade 2 - Carrying out wholesale business: UGX 236,250 - Carrying out retail business: UGX 78,750 Once the fees are paid, the Municipal Authority issues the Trading License. This authority also reserves the right to revoke and cancel the trading license if deemed necessary by municipal inspections (health and building). |
1 day
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included in the following
procedure
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12
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Register with the National Social Security Fund (NSSF)Agency: National Social Security Fund
The
National Social Security Fund (NSSF) is governed by the revised laws of
Uganda, the National Social Security Fund Act Cap 222. The NSSF is a
compulsory saving scheme for private-sector employees between the age of
16-55 years, non-governmental organizations, and government parastatal bodies
that are not covered by the government pension scheme. Under the Act, all employers
with more than 5 employees are obliged to pay an NSSF contribution of 10% of
the employees gross monthly salary. This procedure takes 1-7 days.
Registration forms for NSSF can be downloaded from the NSSF website.
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4 days
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no charge
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13
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Make a company sealAgency: Sealmaker
A
company seal is mandatory. Section 117 (b) of the companies Act 2012 provides
that every Company shall have its name engraved in legible letters on its
seal which shall take the form of embossed metal die.
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