Registering a Business in Uganda As a Foreigner

Types of Business Entities

Foreigners looking to start a business in Uganda can choose between two main types of entities:

1. Local Company: This is a company incorporated in Uganda. Many foreign investors opt for this structure due to benefits such as limited liability and favorable tax treatment.
2. Branch Office: This option allows a foreign company to operate in Uganda without forming a separate legal entity. However, it requires compliance with specific regulations and financial disclosures.

Registration Process

Step 1: Name Reservation

The first step in the registration process is to reserve a business name. This can be done through the URSB’s online platform. It is advisable to submit at least three proposed names to ensure that one is available. Once approved, the name is reserved for a period of 30 days.

Step 2: Prepare Required Documents

For both local companies and branch offices, certain documents must be prepared and submitted, including:

• Memorandum and Articles of Association: These outline the company’s objectives and governance structure.
• Certificate of Incorporation from the Home Country: For branch offices, this document verifies that the foreign company is legally registered in its home country.
• Identification Documents: Valid identification for all directors, such as passports or national identification cards, is required.
• Tax Identification Number (TIN): All directors must obtain a TIN from the Uganda Revenue Authority to facilitate tax compliance.

Step 3: Submit Registration Forms

Once the documents are prepared, they must be submitted to the URSB along with the necessary registration forms, such as:

• Company Registration Form: This includes details about the company’s directors and shareholders.
• Nominal Capital Form: This states the company’s share capital and the number of shares issued.

Step 4: Pay Registration Fees

A fee is required for the registration process, which varies depending on the type of business being registered. Payment can typically be made online or at designated URSB offices.

Step 5: Obtain Certificate of Incorporation

Upon successful submission and processing of all documents, the URSB will issue a Certificate of Incorporation for local companies or a registration certificate for branch offices. This certificate is essential for legally operating the business in Uganda.

Additional Licensing Requirements

In addition to the registration process, foreign businesses must also obtain an investment license from the Uganda Investment Authority (UIA). This license is crucial for foreign entities wishing to operate in Uganda and may involve additional requirements, such as a business plan and proof of capital investment.