110. 11. Power to require information as to persons interested in shares or debentures. (a)   "net assets" means the amount by which the aggregate of the company's assets exceeds the aggregate of its liabilities taking the amount of both assets and liabilities to be as stated in the company's accounting records immediately before the financial assistance is given; and. Prohibition of loans and guarantees to directors. (a)   alter the company's memorandum so that it states that the company is to be a public company; (b)   make such other alterations in the memorandum as are necessary to bring it, in substance and in form, into conformity with the requirements of this Act with respect to the memorandum of a public company; and. 16. Several years ago the Uganda Law Reform Commission published a report in which recommendations … 204. Power to pay certain commissions; prohibition of payment of all other commissions, discounts and related particulars. 10. However, these activities must be for the sole purpose of furthering the company's objectives.okwenye@lawyer.com 47 Locality -Indigenous companies -These are incorporated in Uganda and are regulated by the Companies Act -The business must be operated in accordance with the companies articles and memorandum of association -Foreign companies -These are incorporated … 7. (3) Where a company defaults in complying with a direction under this subsection, it is liable to a fine of five currency points or a fine of five currency points for every day on which the offence continues. (a)   the status of the company is, by virtue of the issue, changed from unlimited to limited; and. 38. 130. (6) Where a company in respect of which a licence under this section is in force alters its memorandum with respect to its objects, the registrar may, unless he or she sees fit to recommend the revocation of the licence, recommend to the registrar the variation of the licence by making it subject to such conditions and regulations as the registrar may think fit, in lieu of or in addition to the conditions and regulations, if any, to which the licence was formerly subject. Reservation of name and prohibition of undesirable names. (5) The application must set out such alterations in the company's memorandum which—, (a)   if it is to have a share capital, are required to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of a company to be formed as an unlimited company having a share capital; or. (d)   the number of shares which persons have agreed for a commission to subscribe absolutely is disclosed in the manner described in paragraph (c). (b)   make an order requiring the company to publish in the Gazette and in any other method that the court may direct, the reason for reduction or such other information in regard to it as the court may think expedient with a view to giving proper information to the public and, if the court thinks fit, the causes which led to the reduction. (2) Where a person acts on the faith of a false certification by a company made negligently, the company shall be under the same liability to him or her as if the certification had been made fraudulently. 152. Power for a company to keep a branch register. (3) Where an amount standing to the credit of any of the company's reserve accounts or of its profit and loss account, has been applied in paying up to any extent any of the shares allotted or any premium on those shares, the amount applied does not count as consideration for the allotment and accordingly subsection (2) does not apply to it. All Rights Reserved. 289. 174. Act 1 Companies Act 2012. be paid to the person entitled to the shares at the date of the sale. 215. (b)   appoint and elect one or more additional directors within 15 days of date of passing of the special resolution and notify the appointment to the registrar. Short title and commencement. Registration of order and minute of reduction. 52 Volume CV dated 18th September, 2012. 114. Criminal penalties for breach of section 203. 95. This paper examines the system by … Power to issue shares at a discount. (ii)   it is not shown that the signature or initials was or were placed there by himself or herself or by any person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf. (1) Subject to this section, a private company, other than a company not having a share capital, may be re-registered as a public company if—, (a)   a special resolution that it should be so re-registered is passed; and. BOX 781. Please click here to subscribe to a subscription plan to view this part of the article. Legislation on-line Uganda Legal Information Institute (ULII), Uganda PDF of Act (consulted on 2013-11-18) An Act to amend, replace and reform the law relating to the incorporation, regulation and administration of companies and to make provision for related matters. Duty of directors to disclose age to the company. (1) Where it is proved to the satisfaction of the registrar that—, (a)   an association about to be formed as a limited liability company is to be formed for promoting commerce, art, science, religion, charity or any other useful object; and. Re-registration of unlimited company as limited. Investigation of a company's affairs in other cases. (a)   consolidated and divided its share capital into shares of a larger amount than its existing shares; (d)   subdivided its shares or any of them or redeemed any redeemable preference shares; or. (1) Subject to this section, a company which is registered as a limited liability company may be re-registered as an unlimited company on an application for the purpose of complying with the requirements of this section. Penalty for concealing the name of a creditor, etc. 165. 224. Incorporated this ………………….. day of ……………………. (a)   the issue of the shares at a discount must be authorised by resolution passed in a general meeting of the company and must be sanctioned by the court; (b)   the resolution must specify the maximum rate of the discount at which the shares are to be issued; (c)   not less than one year must at the date of the issue have elapsed since the date on which the company was entitled to commence business; and. (1) The memorandum shall be dated and shall be signed by each subscriber in the presence of at least one attesting witness who shall state his or her occupation and postal address. (4) A company that has adopted the code of corporate governance shall annually file a statement of compliance with the registrar and the Capital Markets Authority. Prohibition of tax-free payments to directors. Printed by UPPC, Entebbe, by Order of the Government. THE COMPANIES ACT . Registration of a transfer at request of the transferor. Manner of authorising amalgamation. (4) Where a company changes its name under this section, it shall, within 14 days, give to the registrar notice of the change of name and the registrar shall enter the new name in the register in place of the former name, and shall issue to the company a certificate of change of name and notify the change of name in the Gazette and in a newspaper of wide circulation. THE COMPANIES ACT. Companies Act overrides Memorandum & Articles of Association Section 6 of the Companies Act 2013 states about the cases where Companies Act has an overriding effect over others. Companies Act, 2012 (No. pertaining to the audit requirement, independent review, the audit committee and the financial reporting standards. Duty of director to disclose shareholdings in own company. Certain companies taken to be insurance companies. 180. (a)   "arrangement" means any agreement, scheme or arrangement including an arrangement sanctioned in accordance with the insolvency laws on a company compromise with creditors and members or liquidator in winding up accepting shares as consideration for sale of company's property; and. An Act to amend, replace and reform the law relating to the incorporation, regulation and administration of companies and to make provision for related matters. 88. 291. 17. PART I—PRELIMINARY. 75. (1) A person who is not a public company commits an offence if he or she carries on any trade, profession or business under a name which includes as its last part, the words "public limited liability company". 223. (4) The redemption of preference shares under this section by a company shall not be taken as reducing the amount of the company's authorised share capital. (6) The Minister shall in consultation with the Capital Markets Authority by statutory instrument amend Table F. (c)   divided into paragraphs numbered consecutively; and. (4) Any part of the premium which has been applied as referred to in subsection (3) that it does not at the commencement of this Act form an identifiable part of the company's reserves within the meaning of the Fourth Schedule to this Act shall be disregarded in determining the sum to be included in the share premium account. The moratorium is a rescue process intended to give the company a breathing space to allow time to implement a … (1) Subject to this section, a company limited by shares may, if authorised, by its articles, issue preference shares which are or at the option of the company are to be liable, to be redeemed. (4) Where such an application is made, the company shall give notice in the prescribed form of that fact to the registrar. 273. Construction of references to documents annexed to accounts. (3) The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company if it is being wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the company contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves such amount as may be required, not exceeding a specified amount. PART VIIIMISCELLANEOUS PROVISIONS WITH RESPECT TO INSURANCE COMPANIES AND CERTAIN SOCIETIES AND ASSOCIATIONS. (4) In the case of a charge created outside Uganda comprising property situated outside Uganda, the delivery to and the receipt by the registrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself and 42 days after the date on which the instrument or copy could in due course of post and if dispatched with due diligence, have been received in Uganda shall be substituted for 42 days after the date of the creation of the charge as the time within which the particulars and instrument or copy are to be delivered to the registrar. 53 Volume CIII dated 3rd September, 2010. 275. Duty of a company to register charges created by the company. 56. (4) Where a company acts in contravention of this section, the company commits an offence and is liable to a fine not exceeding 1,000 currency points. The shares or other interest of any member in a company shall be movable property transferable in the manner provided by the articles of the company. (6) Where a single member company converts into a private company pursuant to subsection (1), it shall file a notice in writing, with the registrar within 60 days from the date of passing of special resolution. (6) A person aggrieved by a decision of the registrar under this section may appeal to court. (8) Where a series of debentures containing or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it shall for the purposes be sufficient if there are delivered to or received by the registrar within 42 days after the execution of the deed containing the charge or, if there is no such deed, after the execution of any debentures of the series, the following particulars—. Application of sections 252 to 260. UGANDA LAW REFORM COMMISSION THE COMPANIES ACT, No. 188. Interpretation of sections 252 to 259. (1) A company which, issues a series of debentures shall keep at the registered office of the company a register of holders of the debentures. 71. 46. the company shall have and shall be taken always to have had power to reissue the debentures either by reissuing the same debentures or by issuing other debentures in their place. (1) A single member company may transfer or allot shares on the death of the single member or by operation of law or by a single member company converting into a private company not being a single member company. (4) In determining whether a company has profits available for the payment of a dividend or other distribution, the directors of the company shall rely upon the accounts of the company which the directors reasonably believe have been prepared in accordance with generally accepted accounting principles consistently applied. Power of the court to order a meeting. Right to inspect copies of instruments creating mortgages and charges and company's register of charges. THE REPUBLIC OF UGANDA THE COMPANIES ACT (CAP 110) COMPANY LIMITED BY GUARANTEE MEMORANDUM OF ASSOCIATION OF AFRICAN COMMUNITY TEAM SUPPORT (ACTS) 1- The name of the company is African Community Team Support (LTD). PART I—P RELIMINARY. (6) Where a negotiable instrument has been given to secure the payment of any book debts of a company the deposit of the instrument for the purpose of securing an advance to the company shall not be treated as a charge on those book debts. (4) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any such debentures at his or her request on payment in the case of a printed trust deed of the sum of a reasonable fee prescribed by the company or, where the trust deed has not been printed, on payment of a reasonable fee prescribed by the company for every 100 words required to be copied. (3) A payment made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors. Act 17 Trademarks Act 2010 THE TRADEMARKS ACT, 2010. This Act shall come into force upon assent by the President and publication in the gazette. (b)   in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing constituting the title of the allottee to the allotment together with any contract of sale or for services or other consideration in respect of which that allotment was made such contract being duly stamped and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up and the consideration for which they have been allotted. The Companies Act 2012 commenced on 1 July 2013 (the Companies Act (Commencement) Instrument SI 24 of 2013). Private companies limited … 278. Adoption and application of Table A. 235. (1) Subject to this Act, a company which is registered as unlimited may be re-registered as limited if a special resolution that it should be so re-registered is passed and, the requirements of section 28 are complied with in respect of the resolution and otherwise. (2) A special resolution under this section is in this Act referred to as "resolution for reducing share capital". (c)   knowingly has in his or her custody or possession any such plate, wood, stone or other material. Penalty for impersonation of shareholder. (a)   increasing its share capital by new shares of such amount as it thinks expedient; (b)   consolidating and dividing all or any of its share capital into shares of larger amount than its existing shares; (c)   converting all or any of its paid up shares into stock and reconverting that stock into paid up shares of any denominations; (d)   subdividing its shares or any of them, into shares of smaller amount than is fixed by the memorandum, except that in the subdivision the proportion between the amount paid and the amount, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or. Issued copies of memorandum to embody alterations. (d)   the assistance is given in good faith in the interests of the company. Order on application of the registrar. (4) The registrar shall issue a certificate signed by him or her in respect of the registration of the order and minute and the certificate signed by the registrar shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with and that the share capital of the company is such as is stated in the minute. An unlimited company having a share capital may, by its resolution for registration as a limited liability company under this Act—, (a)   increase the nominal amount of its share capital by increasing the nominal amount of each of its shares but subject to the condition that no portion of the increased capital shall be capable of being called up except where the company is being wound up and for the purposes of the winding up; or. THE REPUBLIC OF UGANDA THE COMPANIES ACT, 2012 (OF THE LAWS OF UGANDA) COMPANY LIMITED BY GUARANTEE (Not having a Share Capital) MEMORANDUM AND ARTICLES OF ASSOCIATION The Institution of Surveyors of Uganda Ltd. Calls on shares. Restrictions on appointment or advertisement of directors. he or she commits an offence and is liable on conviction to imprisonment not exceeding one year or to a fine not exceeding 100 currency points or both. "accounts" includes a company's group accounts whether prepared in the form of accounts or not; "annual return" means the return required to be made in the case of a company having a share capital, under section 132 and in the case of a company not having a share capital, under section 133; "approved stock exchange" means a stock exchange approved under section 24 of the Capital Markets Authority Act and includes an interim stock trading facility approved under section 90 of that Act; "articles" means the articles of association of a company as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in the First Schedule to the repealed Companies Act or in Table A in the Second Schedule to this Act; "book or paper" includes accounts, deeds, writings and documents; "capital markets authority" means the capital markets authority established by the Capital Markets Authority Act; "charge" means a form of security for the payment of a debt or performance of an obligation consisting of the right of a creditor to receive payment out of some specific fund or out of the proceeds of the realisation of specific property; and includes a mortgage; "company" means a company formed and registered under this Act or an existing company or a re-registered company under this Act; "company limited by guarantee" and "company limited by shares" have the meaning assigned to them respectively by section 4(2); "court" used in relation to a company, means the court having jurisdiction under this Act; "currency point" has the value assigned to it by the First Schedule to this Act; "debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not; "director" includes any person occupying the position of director by whatever name called and shall include a shadow director; "document" includes summons, notice, order and other legal process and registers, indices, reports, certificates and accounts and may be in any form including any writing, any material, and any information recorded or stored by means of any mechanical or electronic device and any material derived from them; "dormant company" means a company that is not doing business and does not have accounting transactions in a financial year; "existing company" means a company formed and registered before the coming into force of this Act; "financial year" means in relation to a body corporate, the period in respect of which any financial statements of the body corporate laid before it in a general meeting is made up whether that period is a year or not; "group accounts" has the meaning assigned to it by section 157(1); "holding company" means a company as defined by section 161; "insurance company" means an insurance company within the meaning of the Insurance Act which carries on the business of insurance either solely or in conjunction with any other business or businesses; "limited liability company" means a company limited by shares or a company limited by guarantee; "lifting the corporate veil" means disregarding the corporate personality of a company in order to apportion liability to a person who carries out any act; "members voluntary winding up" has the meaning assigned to it by the law that governs insolvency in Uganda; "memorandum" means the memorandum of association of a company as originally framed or as altered from time to time; "Minister" means the Minister responsible for justice; "officer" in relation to body corporate, includes a director, manager or secretary; (a)   in the case of a deceased person to whom the Succession Act applies either wholly or in part, his or her executor or administrator; (b)   in the case of any other deceased person, any person who, under law or custom is responsible for administering the estate of such deceased person; "printed" means reproduced by original letterpress or by such other means as may be prescribed; "private company" has the meaning assigned to it by section 5(1); "prospectus" means a prospectus, notice, circular, advertisement or other invitation, offering to the public securities for subscription or purchase and includes—. (1) A company that has included in its memorandum its objects, may, by special resolution, alter its memorandum with respect to the objects of the company, so far as may be required to enable it to—. (5) Where parties propose an arrangement, the registrar shall adjourn the proceedings in order to allow an arrangement to be made for the purchase of the interests of the dissenting members and may give such directions and directions as he or she may think fit. (4) On an application under this section, the court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation. (2) A person who agrees to become a member of a company, and whose name is entered in its register of members shall be a member of the company. (5) Where the financial assistance is to be given by the company in a case where the acquisition of shares in question is or was an acquisition of shares in its holding company, that holding company and any other company which is both the company's holding company and a subsidiary of that other holding company except in any case, a company which is a wholly-owned subsidiary shall also approve by special resolution in a general meeting the giving of the financial assistance. 245. (a)   the memorandum of association of a company limited by shares; (b)   the memorandum and articles of association of a company limited by guarantee and not having a share capital; and. 244. Register of director's shareholding and related particulars. (3) Where a company is ordered to add to its name the words "and reduced", those words shall, until the expiration of the period specified in the order, be taken to be part of the name of the company. Re-registration of limited liability company as unlimited. (a)   where the work of making up the register or duplicate is done at some office of the company other than the registered office, the register or duplicate may be kept at that office; (b)   where the company keeps in Uganda both the register and duplicate referred to in paragraph (a), it shall be kept at that office; and. 9. 205. 2. 31. (c)   the provisions of this Act apply accordingly to the memorandum and articles as altered. COMPANIES ACT- UGANDA. The undersigned persons do hereby form a Company under the laws of Uganda. (2) Subject to this section the registrar shall not entertain an application by the company under section 24 unless—, (a)   the consideration for the allotment has been valued; and. Provisions supplementary to sections 211 to 213. (5) A company that fails to comply with subsection (4) shall be liable to pay a fine of 50 currency points. Procedure in cases of option to apply to court or registrar. (a)   a creditor of the company who at the date fixed by the court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company is entitled to object to the reduction; (b)   the court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be entered or are to be excluded from the right of objecting to the reduction; (c)   where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his or her debt or claim by appropriating as the court may direct, the following amount—, (i)   if the company admits the full amount of the debt or claim or though not admitting it, is willing to provide for it, then the full amount of the debt or claim; or. Rights of debenture holders and shareholders to inspect the register of debenture holders and to have copies of a trust deed. (3) A company or officer of a company who contravenes subsection (1) or (2) is liable to a fine not exceeding 1,000 currency points or imprisonment not exceeding two years or both and, for continued contravention, to a daily default fine not exceeding 20,000 currency points. Savings for privileged communications. (b)   any agreement between the members of the company or of any class of shareholders. (2) The direction shall, if not duly made the subject of an application to the court under subsection (3), be complied with within six weeks from the date of the direction or such longer period as the registrar may think fit to allow. (3) Subject to this section, the redemption of preference shares under this section may be effected on the terms and in the manner provided by the articles of the company. 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