Business registration requirements in Uganda

The 18 Uganda Business Registration Procedures

1. Reserve your company Name at the Registrar's office. Duration 2 days and Cost UGX 25,000

To reserve a company name, the Investor files a company name request at the Office of the Registrar. A clerk conducts an automated search and forwards the application to a staff lawyer.

The Registrar reviews the application and, if the application is approved, returns it with the assessment, which the Investor takes to the bank. Upon paying the fee, the founder receives a receipt that is used to complete the name reservation.

2. Pay registration fees at the bank. Duration 1 day

You need to make all non-tax payments to government agencies at a bank.

3. Obtain the necessary incorporation and Tax registration forms from the Uganda Bookshop. Duration 1 day and Cost UGX 5600.

The fees for each of the required incorporation forms are as follows:

4. Statement of nominal capital: UGX 500.

Declaration of compliance with the requirements of the Companies Act (Form A2): UGX 500.

Particulars of directors and secretaries: UGX 700.

Consent to act as director of the company: UGX 500.

Notice of situation of the registered office and the registered post address: UGX 500.

5. Sign the declaration of compliance before the commissioner of oaths. Duration 1 day and cost UGX 10,000

Your Declaration of compliance with the requirements of the Companies Act (FORM A2), must be commissioned (signed and sealed) before a commissioner for oaths, who is an advocate. The other documents can be witnessed by any other reputable person because they are not an oath.

6. Obtain requisition for bank pay-in slip and Bank payment Advice forms from the Uganda Registration Services Bureau. Duration 1 day and Cost UGX 0 (Zero)

Computerized processes reduced the time frame for paying government levies, such as fees for licenses and certificates. The process requires only 30 minutes, down from 4 working days.

7. Pay registration fees at a given bank. Duration 1 day and Cost UGX 2500 Bank Charges

Registration receipts are obtained from the bank where the fees were paid (within 30–40 minutes). Previously, the Investor would pay the fee at the bank and then wait for 3 days to pick up the receipts from the Ministry of Justice.

8. File with the registration general, Duration 1 day.

Fee schedule for company registration:

  1. Registration fees: UGX 100,000

    • Stamp duty: 0.5 % of shared capital.

    • Stamp duty on Articles of Association: UGX 35,000 (flat fee).

Registration fees depend on the amount of share capital. They increase as the share capital increases. For instance, the fee for share capital UGX 5 million is UGX 160,000, and for share capital 10 million, UGX 186,000. Registration fees for a company whose share capital does not exceed UGX 40,000 has been increased to UGX 100,000.

9. File with the local office of the Uganda Revenue Authority, a personal inquiry form for each director and a corporate preliminary inquiry form, Receive a tax Identification Number (TIN). Duration 3 days and Cost UGX O (Zero)

10. Apply for a corporate tax number. Duration 1 day and Cost UGX 0 (Zero)

11. Apply for VAT registration. Duration 1 day and Cost UGX 0 (Zero)

The current threshold for VAT is only for businesses with annual returns of UGX 50 million and above. However, if a company’s quarterly returns amount to USH 12.5 million and above, it should register for VAT. Only registered income tax payers may apply for VAT. An inspector from the Uganda Revenue Authority must inspect the business premises before a VAT certificate is issued.

12. An inspector from Uganda Revenue Authority (URA) comes to inspect your Uganda business premises. Duration 1 day and Cost UGX 0 (Zero)

Apply for Pay As You Earn (PAYE). Duration 1 day and Cost UGX 0 (Zero)

The pay-as-you-earn (PAYE) tax is paid by the employee but collected by the employer. This tax comes into effect later, upon the company becoming operational. Rates are applied depending on the employee’s yearly income; for instance, Employees earning below 1,560,000 do not pay PAYE, 10% is taxed on incomes exceeding UGX 1.56 million but not exceeding UGX 2,820,000. The amount increases as the income increases.

13. Obtain application forms for a Trading Licence. Duration 1 day

For ease of distribution of trading licenses, a decentralized system has been set up in which the 5 companies were appointed to collect dues on behalf of Kampala City Council (KCC) for each of the city’s five administrative divisions.

14. Licensing officer arranges to inspect your company premises and fills out an assessment form. Duration 1 day and Cost UGX 0 (Zero)

The trading license is a general Uganda business license required for all companies, including service companies. The issuing authority is the municipal authority in the jurisdiction where the business premises are situated. A trading license can be obtained almost instantly, if the necessary documents on the nature of the intended Uganda business activities are available and the amount is assessed by the municipality or city council. Standard forms must be completed and submitted with the memorandum and articles of association and the certificate of incorporation.

15. Pay license fee at the bank. Duration 1 day

The founder must pay the relevant license fee at the bank, as follows:

  1. Opening office: UGX 156,500.
    • Carrying out retail Uganda business: UGX 206,500.

    • Carrying out wholesale Uganda business: UGX 366,500.

16. Obtain the trading license. Duration 1 day.

If it is deemed necessary, the municipal inspectors (health and building) reserve the right to revoke and cancel the trading license

17. File a form with the National Social Security Fund (NSSF). Duration 4 days and Cost UGX 0 (Zero)

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 that covers all employees in the private sector, including nongovernmental organizations and parastatal bodies that are not covered by the government pension scheme. Under the Act, every employer must register the company with the NSSF when it has 5 or more employees and all employees’ ages 16–35 must be NSSF members.

18. Make a company seal, Duration 2 days and Cost UGX 225,500

NOTE: A company seal is mandatory.