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Kyambadde Associates & Legal Consultants: Corporate and Commercial
Let Us Simplify The Process of Registering A Company in Uganda

Let Us Simplify The Process of Registering A Company in Uganda

Let Us Simplify Your Company Registration Process in Uganda

Expert Legal Services for Company Registration

Registering a company involves various legal steps and documentation. At KALCONS, our team of experienced lawyers is here to manage the entire process for you, ensuring that your company is registered quickly and efficiently.

What is a Company?

A company is a legal entity with the capacity to act independently, similar to a natural person. Created under the Companies Act No.1 of 2012, it provides a structured legal framework for forming and operating companies.

Our Comprehensive Company Registration Services

 Registering a Local Company

To register a local company limited by shares, we handle everything for you, including:
  1. Name Reservation: We reserve the name you wish to use for your company.
  2. Document Preparation and Filing:
  •     - Companies Registration Form (s.18)
  •     - Memorandum and Articles of Association (if any)
  •     - Other necessary company forms, such as:
  •      - A1 – Statement of Nominal Capital
For a local company limited by guarantee, we prepare and file:
- Company Registration Form (s.18)
- Memorandum and Articles of Association

Completing the Registration Process

Once all documents are prepared, we:
- Conduct assessments and pay the registration fees and stamp duty on your behalf.
- Submit the documents to the Registrar of Companies.

Upon registration, the Registrar will issue a certificate of incorporation within two working days.

Post-Registration Compliance

After your company is registered, we ensure all necessary forms are filed in a timely manner:
- Company Form 20: Particulars of Directors and Secretaries (within 14 days)
- Company Form 18: Notice of Situation of Registered Office & Postal Address (within 14 days)
- Company Form 10: Return of allotment (within 60 days)
- Annual Return Form: For a company limited by shares (to be filed annually)

Registering a Foreign Company

For foreign companies wishing to operate in Uganda, we facilitate the registration process by:

1. Document Collection and Certification:

    - Certified copies of the Memorandum of Articles of Association/Charter/Constitution and Certificate from the country of origin, duly witnessed.

2. Filing Registration Forms:

    - Form 24: Particulars of Directors and Secretary
    - Form 13: Statement of all subsisting charges
    - Form 25: List of Names and Address of Persons Resident in Uganda authorized to accept service on behalf of the company.
    - Form 26: Address and Principal Office of Company

Completing the Registration Process

Once all documents are ready, we:
- Conduct self-assessment or pick assessment forms from our office.
- Pay the necessary fees on your behalf.

Upon registration, the Registrar will issue a certificate of registration within two working days.

Why Choose Us?

  • - Expert Guidance: Our lawyers are experts in company registration laws and procedures.
  • - Efficient Service: We handle all the paperwork and legal requirements swiftly.
  • - Peace of Mind: Focus on your business while we manage the legalities.

Contact Us Today!

Ready to register your company? Visit our offices, send us a message, or call us directly. CONTACT US today.  At KALCONS, we make company registration easy and stress-free.
Trust us to handle your company registration process with professionalism and care, ensuring your business starts on the right track.

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Simplify Your Partnership Business Registration with Our Expert Services

Simplify Your Partnership Business Registration with Our Expert Services

Let Us Handle Your Partnership Setup

Navigating the legal requirements for establishing a partnership can be complex and time-consuming. At KALCONS, we specialize in making this process seamless and efficient for you. Our experienced team of lawyers is ready to take care of everything, ensuring that your partnership is set up correctly and swiftly.

Understanding Partnerships

A partnership, as defined under Section 2 of the Partnerships Act, 2010, is a relationship between 2 to 20 individuals who carry on a business together with the aim of making profits. Unlike a company, a partnership is not a separate legal entity; the property is held by the partners for the business, and the partnership dissolves upon a partner's death unless otherwise agreed.

Types of Partnerships

  1. General Partnership: All partners are fully liable for the partnership’s debts.
  2. Limited Liability Partnership: Only one partner is liable for the debts, while others are liable only to the extent of their capital contribution, similar to a Limited Liability Company.

Our Comprehensive Partnership Registration Service Includes:

  • Preparing the Partnership Deed
Our skilled lawyers will draft a comprehensive Partnership Deed tailored to your specific needs and business goals.
  •  Registering the Business Name
Before registering the partnership, we ensure that the business name is registered. This is a crucial step in distinguishing your business.
  • Submitting Documents
We handle the submission of your Partnership Deed along with the necessary payment receipts to the appropriate authorities.
  • In summary
We guarantee that your processed documents will be ready for pickup within one working day.

Who Can Register a Partnership?

Any two or more persons carrying out business together with the goal of making profits can register a partnership. Our team will guide you through filing the Deed of Partnership and completing all required procedures.

Why Choose Us?

  1. Expertise: Our lawyers are well-versed in partnership laws and regulations.
  2. Efficiency: We ensure that all legal requirements are met swiftly and accurately.
  3. Convenience: Let us handle the paperwork while you focus on your business.

 Contact Us Today!

Ready to establish your partnership? Visit our offices, send us a message, or CALL US today.  At KALCONS, we make partnership registration easy and stress-free.

Trust us to manage your partnership registration process with professionalism and care, ensuring your business starts on the right foot.

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How to Register Your Business Name in Uganda Hassle-Free

How to Register Your Business Name in Uganda Hassle-Free

Make Your Business Registration Hassle-Free with Our Expert Services, 

Take the Stress Out of Business Name Registration

At KALCONS, we understand that setting up a business can be a daunting task, especially when it comes to legal requirements. That's why we're here to handle all the hard work for you, ensuring a smooth and efficient process so you can focus on what you do best – running your business.

What is a Business Name?

A business name is the name or style under which your business operates, whether as a partnership or otherwise. Unlike a company, which is a separate legal entity with its own identity in law, a business name is simply a name you use to represent yourself or your services in trade.

Why Register a Business Name?

Registering a business name helps you:
  • - Carry on business under the registered name.
  • - Distinguish your business from others.

Our Comprehensive Business Name Registration Service Includes:

  1. Conducting a Search: We will use the business registration form to establish if the name you want to register is available for use.
  2. Paying the Registration Fees: We handle all the necessary payments for you.
  3. Receiving Your Certificate: We ensure you receive a certificate of registration of a business name promptly.

Need to Update Your Business Name Details?

If any particulars change, we will file a notice of change in particulars on your behalf, ensuring your records are always up-to-date.

Thinking About Expanding? Convert Your Business Name into a Company!

Converting your business name into a company is a significant step towards growth and we are here to assist you every step of the way. Our service includes:
  1. Surrendering Your Certificate: We will handle the surrender of your certificate of registration of a Business Name.
  2. Submitting a Notice of Cessation: We prepare and take care of submitting the necessary notice of cessation of business.
  3. Company Registration: We guide you through and manage the entire procedure for registering a company.

Why Choose Us?

- Expertise: Our experienced team is well-versed in business registration and conversion processes.
- Efficiency: We ensure all procedures are completed swiftly and accurately.
- Convenience: Focus on your business while we handle the legalities.

Contact Us Today!

Ready to take the next step? CONTACT US and let KALCONS make your business registration process seamless and stress-free.
Let us turn your business vision into a reality with our professional and dedicated service. Your success is our priority!

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How to legally start up a business entitity in Uganda

There various types of legal entities from which a lawyer can advise his or her client to legally setup in Uganda, in this post, they are disused together with the relevant provisions of the law as following;

1. Partnerships

-These are defined under section 2(1) of the Partnership Act to mean a relationship which subsists between or among persons not exceeding twenty in number who carry on a business in common with a view of making profits however under subsection 2 where it includes professionals they are limited to 50 persons.
-Inclusively under section 2(3) of the same act provides that registered companies under the company act or any other act relating to registration of joint stock companies are not partnerships.
-Section 47 considers another type of partnerships referred to as limited liability partnerships and consists of not more than 20 persons and has one or more persons called general partners who are liable for the debts and obligations of the firms.

However, it is imperative to note that partnerships have unlimited liabilities for each partner, no perpetual succession, no legal status separate from that of the partners and limited borrowing powers. Having regard to our client’s instructions, he wants to set up an entity with longevity like that of Guinness and perpetual succession through his son clemensio Bazekuketta. In totality he seeks to establish an entity that mirrors Guinness and as such a partnership would not be appropriate.

2. Sole proprietorship

-This is a business entity carried out by one individual who is directly in control of all the operations of the entity. The sole individual has full exposure and liability for the debts and other business liabilities and obligations thereto.
-This kind of entity is not independent of the proprietor and therefore any liabilities of the business are referenced to that individual and his ability to meet them.
-It is therefore important to note that our client’s intent is to include his son as a co-owner of the business and inclusively partner with experienced business managers thus excluding a sole proprietorship as a viable business entity

3. Cooperative societies

These are created b the cooperative societies act cap 112 and specifically under section 4 (1) (a) a minimum of 30 members is provided for. The main aim is to institute community development and the liability is established by statute. This type of entity definitely does not meet our clients’ needs as he intends for ownership that is limited to him and his son as co-owners.

4.  A Joint ventures

In United Dominion Corporation LTD V Brian Pty LTD (1985) 157 CLR 1 a joint venture was defined to mean “an association of persons for the purposes of particularly trading, commercial , mining, or other financial undertaking or endeavor with a view to mutual profit, with each participating usually( but not necessarily) contributing money, property or skill. They are usually intended to exist for a limited period of time. Our client clearly states that he wishes the business to last for a very long time just like Guinness. As such, a joint venture would not be appropriate.

5. Company

A company is defined under section 2 of the Companies Act to mean a company formed and registered under the companies act or an existing company or a re-registered company under the same act. In Salmon v Salmon 1897 AC 22, court observed that, a company is a legal entity with separate legal existence from its owners. The advantage of operating business under the entity of a company is that separation of ownership and control of the company allows it to raise capital on a large scale, and management can be left to the professional and skilled directors while shareholders can take on the role of capitalizing the business.

Companies are divided into two types and these are;
a) Public companies
b) Private companies
Section 5 of the Companies Act, 2012, defines a private company as one which restricts the right to transfer its shares and other securities, limits the number of its members to 100 (one hundred) and also prohibits raising capital publicly.
On the other hand, section 6 of the same Act provides that a public company is one which is not a private company as categorized in Section 5 of the companies Act.
It is important to note that section 4 (2) of the Companies Act further categorizes companies into three categories which include;

a) A company limited by shares

According to Section 4(2) (a ) companies act 2012, this is one where the liability of its members is limited by the memorandum of association to the amount if any, unpaid on the shares held by them. In other words, shareholders of this company are only liable to the extent of their unpaid capital contribution.

b) A company limited by guarantee

Under Section 4(2) ( b) liability of members of the company is limited by the memorandum of association to the amount which the members undertake in the memorandum to contribute to the assets of the company in the event of its being wound up. This type of company is appropriate for charitable organizations, reason being business requires capital which is usually raised by issue of shares

c) Unlimited companies

According to Section 4(2) (c) companies act 2012 this is a category of companies that does not have a limit on the liability of its members.

Promoters of a company can form a private limited liability company because of the following reasons.
Creating a company creates a legal entity which is separate from its members that is it creates a separate legal personality. (Salomon v A Salomon & Co Ltd [1896] AC 22). depending on the cirumstances, if a promoter anticipates lots of travel but he or she does not want to disrupt the business. he or she can form a company which will be separate from him or her.

Perpetual succession.
The company has indefinite duration. The death or bankruptcy does not terminate its life. From the facts at hand, our client is inspired by Guinness which has been running since 1759. We therefore advise him to form company since it has perpetual succession.

Organizational structures.
Power is divided between shareholders depending on capital contribution / members as well as directors. With such structures a client can easily involve his family in business and also hire other experienced managers as he wants.

Transferable shares.
Ownership is in form of shares which are easily transferable.
How to Startup a single member company in Uganda

How to Startup a single member company in Uganda

Lets imagine
Mr. Davido wants a “go it alone business” as he is not in position to trust anyone else. He is however desirous of ensuring continuity of the business in event of his death for a very long time just like Guinness. He also believes that at one time he may be able to work with his son.

  Issues of consideration.
1. what is the best possible business organization to setup?
2. What structures does Davido need to set up?
3. The salient features of the necessary documents.


(i) what is the best possible business organization to setup?
According to the facts at hand, Davido is not in position to work with anyone due to his mistrust for anyone else the Companies act No.1 of 2012 regulates the incorporation and formation of companies in Uganda.
S.4 of the Act provides that any one or two persons may for lawful purposes form a company by subscribing their names to the memorandum of association or registering the company as provided under the Companies Act.
According to the facts therefore, the best possible business organization available for Davido’s interests is a single member company
Single Member Companies are regulated by the Companies (Single Member) Regulations, 2016 which provide the procedure for their registration.

(ii) What structures does Davido need to set up?
Directors are the engine of the company as they are responsible for the day to day functioning of the same. Davido therefore needs to setup these structures.

S. 186 of the companies act provides for the structures that are key and vital in the operation of a single member company and it provides that a single member shall nominate two individuals, one of whom shall become nominee director in case of death of the single member and the other shall become alternate nominee director to work as nominee director in case of non-availability of the nominee director.

S.186 (2) of the companies Act spells out the powers of the nominee director who shall—
(a) manage the affairs of the company in case of death of the single member until the transfer of shares to legal heirs of the single member
(b) Inform the registrar of the death of the single member, provide particulars of the legal heirs and in case of any impediment report the circumstances seeking directions within fifteen days after the death of the single member;
(c) Transfer the shares to the legal heirs of the single member; and
(d) Call the general meeting of the members to elect directors.

S.187 provides for company secretaries however, S.187 (3) of the single member company provides that a single member company is not obliged to have a secretary.

(iii) The necessary documents for the formation of a single member company
Regulation 4 of the Companies Single Member Regulations provides that a single member shall submit to the registrar a dully filled form for registration of a company provided in the Second Schedule of the Act.
Regulation 5 of the Regulations provides a standard form memorandum of association of a single member company in the form set out in Table B of the Second Schedule to the Act which may be adopted by the company with or without modifications.
The law also provides standard form articles of association of a single member company in the form set out in the First Schedule to the Companies (Single Member) Regulations, which may be adopted by the company with or without modifications.


1. Memorandum of Association
· Name of the Company.
· The objects clause.
· Share capital.
· Value of the shares.
· Borrowing powers.
· The seal of the company.
· Notices.
· Nominee Directors and Alternate Directors.
· The subscriber, his occupation and postal address.
· Provision of a signature and witnessed.

2. Articles of association.
· Must be signed by the subscriber
· Clauses that bind the relationship of the director with the company
· Name and occupation of the Director.

Additional registration documents include the statutory declaration of compliance by the director or advocate engaged in the formation of the company, statement of nominal share capital and the particulars of directors including the particulars of a nominee director and alternate nominee and secretary of the company.( provided for in the schedules)
Regulation 6 requires that a nominee director or alternate nominee director shall be an individual; not being the secretary of the company or the single member of the company.
Under r.8 and r.9, upon registration of a company as single member company, it is issued a certificate of registration in its name with the initials “SMC LTD” or the words “Single Member Company Limited” at the end of its name.

How to Set up a limited liability company in Uganda

Imagine a scenario where Mr Domazo Bazekuketta, father to 26 year old Clemensio Bazekuketta, has just returned from  Dublin, Scotland where he worked for 30n years as a machine operator. Domazo has since become a celebrated brewer whose home-made brew Juggernaut Stout® made him a household name in Dublin. Through his cousin John Apenyimor, he procured protection of his product Juggernaut Stout® in Uganda last year. He has now relocated to Uganda and with his savings of GBP 117,000 wants to formally set up his trade and set the standard for a lasting business drawing his inspiration from the history of Guinness which has been running since 1759. He has instructed M/s Togikwatako Advocates & Solicitors to set up a local entity highlighting the critical role of stakeholder management in business sustainability and growth. He also wants to appoint directors not being family members.He would like to maintain a strong grip on the entity you establish for him unless and until he feels Clemensio Bazekuketta is ready to take up the reigns. He anticipates lots of travel but does not want to disrupt his business due to his intense travel and yet he does not want to be left out of critical decision making. He would like to partner with experienced business managers at a strategic level who can help him with decision making, supervise management of the entity, and give him a perspective that is not biased by ownership.

Issues of Consideration

1. What additional information is needed from Domazo Bazekuketta?2. How to set up a limited liability company limited by shares in Uganda to further his interests?
3. Who will be the stakeholders of this entity and why is it important to manage them?

Law Applicable
1. The Companies Act No. 1 of 2012
2. The Uganda Registration Services Bureau Act Cap 210
3. Electronic Transactions Act No. 8 of 2011
4. Electronic Signatures Act No. 7 of 2011
5. The Investment Code Act Cap 92 - Part III
6. The Stamps Act Cap 342 - Part II
7. The Stamps (Amendment) Act No. 2/2002
8. The Advocates Remuneration and Taxation of Costs Rules SI 267-4
9. The Companies Fees Rules SI 57 of 2005

Resolution of Issues

1. What additional information may be needed from a client?
To render proper legal advice and assistance to Mr Domazo Bazekuketta, we would ask him for this further information through an interview guide:
⦁ His particulars like name, age, and address.
⦁ The intended name of the entity he wants to set up and physical address of the same.
⦁ The kind of entity he wants to set up and how he intends to run it.
⦁ The names and particulars of the Directors of this entity and others such as the company secretary, auditor and other shareholders if any.
⦁ The number of shares and value of each share
⦁ The percentage shareholding he wants to own in the entity
⦁ The banker of the entity and the signatories to the entity’s bank account

2. What is the most suitable legal entity he should set up to further his interests?
There are various kinds of entities that Domazo can establish to set up his trade in Uganda like a partnership, Association, corporate society, joint venture, or a sole proprietorship but these will not properly suit his desire for the entity’s longevity like Guiness in the event that he dies.
The most appropriate legal entity for him to set up in the circumstances would be a Private Company limited by shares. Generally, company is a group of persons carrying on business with the view of making profits and contributing to the betterment of society. Legally, Section 2 of the Companies Act defines a company as a company formed and registered under the Act, or an existing company or a re-registered company under the Act.

According to Salmon v Salmon (1897) AC 22, a company becomes a legal entity separate and distinct from its members, with perpetual succession and can sue and be sued in its own name upon incorporation.

For a private company, it is one which limits the number of its members to 100 not including the company's former and current employees as stipulated under Section 5 of the Companies Act. A private company is also one where there are restrictions on the right to transfer shares and other securities, and also prohibits any invitation to the public to subscribe for any of its shares or debentures.
Section 6 of the Act provides that a company that is not a private company under section 5 is a public company. These characteristics of a company make it the most suitable as they cater for his interests in business longevity and replicate Guinness which has lived on even after the death of its founder. This is due to the fact that a company has perpetual succession and thus the death or retirement of a member does not have an effect on the company’s existence.
A company will also be the best avenue to insulate his business from family mismanagement and interference as any decisions affecting the company can only be made by special resolution. More so, the criteria for appointment of Directors, Company secretary, and Auditors will ensure that he works with independent professionals who can give him objective opinions and ideas not biased by ownership.
A company has a greater advantage when juxtaposed with a partnership which has no perpetual succession and limited borrowing powers. As in contrast to sole proprietorships which have one person owning the business, there is no protection as such are not legal entities distinct from their owner hence implying unlimited liability making them non viable in the circumstances.

Associations are defined as individuals or organizations pursuing a common objective. They also have limited liability by guarantee but lack perpetual succession. Often times, their main objective is not profit driven hence not commonly used as investment entities in Uganda.

Cooperative societies are created and governed by the Cooperative Societies Act, Cap 112. Section 4(1)a of this Act provides for a minimum of 30 members and their liability is statute created. While they can exercise perpetual succession and have corporate status, their main objective is community development, which not Domazo’s aim or objective.

Joint ventures equally don’t suffice because despite being profit oriented, they are governed by the Contracts Act and are for a definite period of time yet Domazo wants a long lasting investment hence not viable. This leaves a company as the best option.