Registering a Foreign Company in Uganda

Registering a foreign company in Uganda involves fulfilling the legal requirements and procedures established by the Uganda Registration Services Bureau (URSB). This guide outlines the necessary steps to complete when registering a foreign company in Uganda.

How to Register a Foreign Company in Uganda

Before starting the registration process, foreign companies must gather the required documents and complete various forms. Below are the requirements and details:

1. Certified Documents from Country of Origin

Memorandum and Articles of Association/Charter/Constitution: These must be certified by a notary and show the company’s legal standing in the country of origin.
Certificate of Incorporation: A certified copy of the company’s incorporation certificate is also required.

2. Completed Registration Forms

The following registration forms must be filled out as part of the registration process:

Form 24: Details of the company’s Directors and Secretary.
Form 25: List of persons residing in Uganda authorised to accept service of process on behalf of the company.
Form 26: The company’s physical and principal office address in Uganda.
Form 13: A statement of all subsisting charges created by the company in Uganda.

3. Beneficial Ownership Information

The company must disclose information about its beneficial owners, including their names, ID Numbers/Business Registration Numbers (BRNs), nationality, and the number of shares held by each owner.

4. Official Company Contact Information

Provide the company’s official email address and phone number.

5. Particulars of Directors and Company Secretary

Each director’s details, including name, nationality, ID/BRN, passport number (if applicable), date of birth, physical address, and postal address, must be provided.
The same details must be provided for the company secretary.

6. List of Persons Authorised to Accept Service

Details of at least one person residing in Uganda authorised to accept legal service and notices on behalf of the company.

Procedure for Registering a Foreign Company in Uganda

Follow the following steps to register your foreign company in Uganda:

Step 1: Submit Required Forms and Documents

Submit the following forms to the Uganda Registration Services Bureau (URSB):

Certified copies of the Memorandum and Articles of Association/Charter/Constitution and Certificate of Incorporation.
Forms 24, 25, 26, and 13.
Beneficial ownership information.
Official company contact details.

Attach copies of the National IDs or Passports of directors, authorised persons, and the company secretary.

Step 2: Preview and Verify Information

Ensure that all provided information is accurate. Errors delay the registration process.

Step 3: Pay the Required Fees

After submission, the next step is to pay the necessary fees.

Step 4: Receive Certificate of Registration

Once all the forms are submitted and the fees are paid, the Registrar will issue a Certificate of Registration within two working days, officially recognising the foreign company in Uganda.

Requirement for a Local Representative in Uganda

Every foreign company in Uganda is required to appoint at least one local representative who is a resident of Uganda. This individual is authorised to accept service of process and legal notices on behalf of the foreign company.

Responsibilities of a Local Representative

The local representative’s role is primarily administrative and legal person or company that ensures the foreign company remains compliant with Ugandan laws. Their responsibilities include:

Receiving legal documents: The representative is the official point of contact for receiving any court summons, legal notices, and official correspondence.
Filing statutory documents: The representative may assist in the submission of annual returns or other required statutory filings to the Uganda Registration Services Bureau (URSB).
Maintaining communication with authorities: The representative ensures that any changes in the foreign company’s status, such as changes in directors or company structure, are reported to Ugandan authorities.

Information Required for the Local Representative

When appointing a local representative, the following details must be provided:

Full Name (Surname, Given Name, Middle Name)
ID Number or Business Registration Number (BRN)
National Identification Number (NIN) for Ugandan nationals
Physical Address: The representative must have a verifiable residential address in Uganda.
Postal Address: If applicable, the postal address should be provided.
Contact Information: Phone number and email address

Post-Registration Compliance

After successful registration, foreign companies must comply with ongoing obligations, including:

Filing Annual Returns: The company must file annual returns with the URSB.
Local Representation: Ensure that you maintain an authorised person resident in Uganda who can accept legal documents and notices on behalf of the company.
Adherence to Ugandan Laws: The foreign company must operate in accordance with Uganda’s laws and regulations, including tax compliance and environmental regulations.

Conclusion

Starting a foreign company in Uganda gives access to an ever-growing economy, trade opportunities, and a government supportive of foreign investment. Following the legal process and ensuring compliance with the Ugandan registration requirements, your foreign company can successfully establish its operation in Uganda.

If you have been thinking of registering a foreign company in Uganda and you are lost in the process, at Afrilink Consultants, we have all you need, right from foreign company registration to post-registration compliance. Reach out to our team at;

📩 clientservice@afrilinkconsultants.com

📞 +254707280366

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