Companies limited by guarantee is a form of private limited companies where the liability of the members is limited. Limitation of liability takes the form of a guarantee from its members to pay a nominal sum in the event of the company being wound up while they are a member or within one year of their ceasing to be a member. A guarantee company does not have a share capital, but has members who are guarantors instead of shareholders.
REGISTRATION OF A COMPANY LIMITED BY GUARANTEE
The majority of companies registered as a company limited by guarantee in Uganda are set as non-profit organizations such as sports and social clubs, unions, workers’ cooperatives etc. A lot of the foreign non-proft organizations or charities set up in Uganda are mostly set as a company limited by guarantee.
The Company Limited by Guarantee in Uganda structure is useful for non-profit organizations that require corporate status. This means that its profits are not distributed to its members but are retained to be used for the purposes of the guarantee company. Like a company limited by shares, a company limited by guarantee is required to have a memorandum and article of association.
UGANDA REGISTRATION SERVICES BUREAU
The Uganda Registration Service Bureau is the company house in charge of registration and other incorporation services for all business entities required to be registered in Uganda.
REQUIREMENTS FOR THE REGISTRATION OF A COMPANY LIMITED BY GUARANTEE IN UGANDA
Reservation of the proposed company name
Applicant is required to reserve a name for the proposed company. A search needs to be conducted a search at the Companies Registry to determine whether the proposed name is available and acceptable to the Registrar of Companies. Once the Registrar confirms that the name is available, then the proposed name will be reserved for a period not exceeding 60 days.
Memorandum & Articles of Association (MEMART):
The MEMART is the constitution of the company and it contains the following information:
Company name (the one reserved as per paragraph (1) above);
Objects i.e. the activities and business objects which the company is permitted to get involved in upon incorporation;
Limitation of guarantor liability. This represents the extent to which each guarantor/member shall be liable for the debts and liabilities of the company upon winding up;
Names and addresses, and signatures of initial members to the M&A; and
Rules and regulations upon which the company will be governed (‘the constitution’).
There are several statutory forms that must be submitted together with the MEMART during the incorporation of a company. These are:
Form for registration of company to be signed by the subscribers to the MEMART;
Declaration of Compliance: This form is a declaration that the company to be incorporated has complied with the requirements of the Companies Act, 2012;
Particulars of Directors and Secretaries: This form makes provision for the appointment of first director(s) and company secretary of the Company (name, address, phone number, email addresses, occupation);
Notice of Registered Office: This is a form to notify the public of the registered office of the Company; and
Passport photographs of the shareholders and directors.
Registration and payment of stamp duty
Having prepared the MEMART and completed all the company forms, the documents will be assessed for payment of stamp duty and registration fees. Upon payment and submission of necessary documents, the company will be registered and incorporation documents will be issued.
COST OF REGISTERING A COMPANY LIMITED BY GUARANTEE
The official fees as required by the Uganda Registration service board for the registration of a company limited by guarantee in Uganda is 80,000 Ugandan Shillings. The documents are required to be stamped and there is an additional stamping fees of 30,000 Ugandan Shillings. Note that the prices quoted are for registration by nationals. Foreign nationals who seek to register or incorporate a company in Uganda are charged by the service in dollars.
We are a private one-stop shop that helps businesses and start-ups manage statutory and regulatory compliance, engage with regulators and stakeholders and automate recurrent compliance process. We understand that ease of doing business in Africa can be an illusion, but we are helping to change the narrative by letting businesses focus on their customers, whilst we focus on their compliance in Uganda and Africa.
We are happy to discuss how we may help your business: – Email: email@example.com
Powered by Froala Editor