Business entities in Uganda in 2023
The main law controlling business set-up and incorporation in Uganda is the Companies Act 2012. Healy Consultants will assist our Clients with incorporating the optimal corporate structure for their Uganda company. There are several ways of doing business in Uganda, the most common being to set up an LLC. Alternatively, foreign companies can also incorporate a PLC or a branch. Representative offices do not exist in Uganda.
Ugandan company law will be familiar to many of our Clients, as its legal system follows the English model.
The Uganda limited liability company (LLC)
- Following the passage of the 2012 Act, a limited liability company in Uganda requires a minimum of one two directors and one shareholder. Previously, only one director was required. This has made it slightly more difficult and costly to start a business in Uganda;
- There is no minimum paid up capital requirement for Ugandan LLCs;
- LLCs in Uganda must include “Ltd.” or “Limited” at the end of their names to complete company incorporation;
- This is is the most common company type Uganda and is not entitled to offer shares to the public;
- Although all Ugandan companies must have a company secretary, there is no qualification requirement for company secretaries of private limited companies in Uganda.
The Uganda public limited company (PLC)
- A Uganda PLC does not require minimum paid up capital for incorporation. However, a minimum of two directors and five shareholders are required for the incorporation process to be completed;
- If the number of shareholders in a public company falls below 2, the remaining shareholder’s liability will become unlimited after six months;
- Company secretaries of public companies in Uganda are subject to qualification requirements. However, there is no licensing or regulation of company secretaries;
- This type of business entity is allowed to offer shares to the public.
The Uganda branch office
Instead of establishing a subsidiary in Uganda, international businesses can register as a “foreign company”. This creates a branch of the existing company, giving it the right to trade in Uganda without creating a new company.
|Wholly foreign owned?||Yes||Yes||Yes|
|Minimum paid-up share capital?||US$0||US$0||US$0|
|Minimum directors allowed?||2||2||1|
|Resident director required?||No||No||No|
|Corporate shareholders allowed?||Yes||Yes||Yes|
|Corporate director(s) allowed?||Yes||Yes||Yes|
|Corporate tax rate?||30%||30%||30%|