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[ESTABLISHING A BUSINESS ENTITY IN UGANDA]
does not allow membership to minors currently. ii) Every public company must have at least two directors, while other companies must have at least one director. Every company other than a private company, registered after the commencement of the Companies Act 2012 must have at least two directors, and every company registered before the 1 st July 2013 other than a private company and every private company must have at least one director. iii) Companies are obligated to file annual returns with the Uganda Registration Services Bureau. iv) Companies which are NGOs are also required to file annual returns with the NGO Bureau. v) Registration of the beneficial ownership with the Uganda Registration Services Bureau. vi) Obtaining a postal address. vii) Registration with the National Social Security Fund. 7. MINORITY SHAREHOLDERS’ RIGHTS AND PROTECTION ; i) Minority shareholder’s protection and rights include; Those stipulated under the Companies Act 2012 under sections 247-250 which provide for the protection of minority shareholders against oppression and prejudicial conduct. ii) An oppressed minority member can seek redress from the Registrar of Companies. The procedure is by filing a petition before the Registrar of companies accompanied by evidence supporting the petition and serving the petition. The Registrar of Companies may also refer any matter arising in the
exercise of his or her powers to Court for determination. iii) A minority shareholder could seek redress by filing a petition in the courts of law for example in cases where the company’s affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of its members including him/her. iv) Minority shareholder rights can also be protected under a Shareholders Agreement. These are also common in Uganda where there are several stakeholder groups with different interests. In most cases, the provisions of this Agreement, takes precedence over what is provided for under the Articles of Association. 8. FOREIGN INVESTMENT, CAPITALISATION, RESIDENCY AND MATERIAL VISA RESTRICTIONS; Significant barriers to entry for an offshore party; • Lease and ownership of land Non-citizens cannot own land under freehold or mailo tenure but can own a lease by virtue of the law. These may be obtained through the Uganda Land Commission and or a District Land Board. • Capitalization obligations ; There are no minimum share capital requirements for company formation under the companies Act 2012. However, companies’ operation in certain sectors (for example financial institutions, insurance companies and companies operating in the lotteries, gaming and betting industry) may require minimum share capital before a regulatory license is granted.
ILN Corporate Group – Establishing a Business Entity Series
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