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This section identifies the bureaucratic and legal hurdles an entrepreneur must overcome to incorporate and register a new firm in Uganda.
The country data appearing on this page 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 183 economies. The most recent round of data collection for the project was completed in June 2009.
The table below provides a summary of the procedures and the associated completion time and cost for setting up a standardized company. The table is followed by additional country-specific information on business registration requirements.
Reservation of a name at the Office of the Registrar
Time to complete:
2 days
Cost to complete:
USH 25,000
Name of Agency:
Comment:
To reserve a company name, the founder 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 founder takes to the bank. Upon paying the fee ( USH 10,000 for name search & ISH 15,000 for name reservation), the founder receives a receipt that is used to complete the name reservation.
Procedure 2.
Pay fees at the bank
Time to complete:
1 day
Cost to complete:
included in previous procedure
Name of Agency:
Comment:
All nontax payments to government agencies must be made at a bank.
Procedure 3.
Obtain five necessary forms from the Uganda Bookshop
Time to complete:
1 day
Cost to complete:
USH 5,600 (USH 500-700 for each form, 5 forms for incorporation, and 3 for tax registration)
Name of Agency:
Comment:
The fees for the required incorporation forms are as follows: - Statement of nominal capital: UGX 500. - Declaration of compliance with the requirements of the Companies Act: UGX 500. - Particulars of directors and secretaries: UGX 700. - Consent to act as director of company: UGX 500. - Notice of situation of the registered office and the registered post address: UGX 500.
Procedure 4.
Sign the declaration of compliance before a Commissioner for Oaths
Time to complete:
1 day
Cost to complete:
USH 2,000 -10,000
Name of Agency:
Comment:
Form A2, Declaration of compliance with the requirements of the Companies Act, 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. The fees range from UGX 2,000 to UGX 10,000.
Procedure 5.
Obtain requisition for bank pay-in slip and bank payment advice forms from the Uganda Registration Services Bureau
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
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.
Procedure 6.
Make payment of registration fees at a given bank
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Registration receipts are obtained from the bank where the fees were paid (within 30–40 minutes). Previously, the founder would pay the fee at the bank and then wait for 3 days to pick up the receipts from the Ministry of Justice.
Procedure 7.
File with the Registrar General
Time to complete:
1 day
Cost to complete:
see comments
Name of Agency:
Comment:
Registration has become an administrative process through the creation of the Uganda Registration Services Bureau, which is now autonomous from the Ministry of Justice and handles all business registration–related issues.
Fee schedule for company registration: - 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.
Procedure 8.
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 uniform tax identification number (TID)
Time to complete:
3 days
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 9.
Apply for corporate tax file number
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 10.
Apply for VAT registration
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
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.
Procedure 11.
An inspector from URA inspects the business premises
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 12.
Apply for PAYE
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
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.
Procedure 13.
Obtain application forms for trading license
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
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. Currently, the services of these companies have been suspended as the city council is conducting assessment to decide on the adequate license fees before contracting the companies again.
Procedure 14.
The licensing officer arranges an inspection of the premises and fills out an assessment form.
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The trading license is a general 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 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.
Procedure 15.
Pay the license fee at the bank.
Time to complete:
1 day
Cost to complete:
see the following procedure
Name of Agency:
Comment:
The founder must pay the relevant license fee at the bank, as follows: - Opening office: UGX 156,500. - Carrying out retail business: UGX 206,500. - Carrying out wholesale business: UGX 366,500.
Procedure 16.
Obtain the trading license
Time to complete:
1 day
Cost to complete:
USH 206,500
Name of Agency:
Comment:
If it is deemed necessary, the municipal inspectors (health and building) reserve the right to revoke and cancel the trading license.
Procedure 17.
File a form with the National Social Security Fund (NSSF).
Time to complete:
4 days
Cost to complete:
no charge
Name of Agency:
Comment:
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 as NSSF members. This procedure takes 1–7 days.
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