Starting a Business in Uganda as a Foreign Investor

We are happy you chose Uganda for your new business venture and would like to guide you through the process of creating your business here.

Below is a detailed summary of the first official steps that entrepreneurs wishing to incorporate and register new firms in Uganda have to go through. Under every single step you will find information about requirements, time and costs of the procedures.

  1. 1

    Register the Business Name

    Agency: Uganda Registration Services Bureau Period: 2 Days Cost: -
    Cost:

    A Foreign Investor can Register a Business in one of two ways:

    1. In case the Company is Incorporated outside Uganda but the Investor intends to establish an office(s) in Uganda:
      • Submit forms  for assessment
      • Pay registration fees
      • A certificate of REGISTRATION will be processed and issued within 16 hours
    2. In case a Foreign Investor intends to start a new business in Uganda, he/she follows the same procedures as a Local Entrepreneur.
  2. 2

    Obtain Certificate of Incorporation

    Agency: Uganda Registration Services Bureau Period: 1-3 Days Cost: USD 470
    Cost:

    Registration is an administrative process conducted by the Uganda Registration Services Bureau, which is autonomous from the Ministry of Justice and handles company registration-related issues.

     A Certificate of Incorporation is processed and issued withing 16 working hours if all the following requirements are met.

    Documents required for registration of a Foreign Company

    1. Form 19 – Particulars of Directors and Secretaries of the company
    2. Form 20 – Statement of all Subsisting Charges created by the company
    3. Form 21 – Names and postal addresses of persons resident in Uganda authorized to receive service on behalf of the company
    4. Form 22 – Full address of the registered or principal office of the company
    5. Certified copies of Articles and Memorandum of Association or Constitution or other Incorporation documents from home country.
    6. Passport (3 copies)

    A foreign company should also make returns on any changes or alterations in the above particulars

    In case of alterations

    1. Form 7Particulars of the directors and secretary of the company is required to be filed within 14 days of company registration.
    2. Return of Allotment
    3. Form A9 Notice of the situation of the Registered Address of the company. This form must be filed with the Registrar of Companies within fourteen days of incorporation.
    4. Company Annual Returns
    5. Company Resolutions – The Business Registry can register resolutions of the Company general meetings and board meeting

    Fee schedule for company registration:

    • Filing Fees:     UGX 25,000
    • Filing Form 7:  UGX 20,000
    • Filing Form A9: UGX 20,000
  3. 3

    Obtain an Investment License

    Agency: Uganda Investment Authority Period: 2-5 Days Cost: Free of Charge
    Cost:

    By law, all foreign investors need to obtain an Investment License from Uganda Investment Authority (UIA). However, according to the current investment Code, domestic investors are not obliged. One can apply for an Investment License Online from  UIA

    Foreign investors require a minimum of US$100,000 in planned investment in order to secure an investment license from the Uganda Investment Authority, whereas for local investments, the minimum planned investment requirement is US$50,000. Local investors, however, may proceed with their investment without licensing with the Uganda Investment Authority. The license is crucial to foreign investors as it is the instrument that legalizes their investment in Uganda. Traders do not require a license from UIA but must demonstrate operating capital of US$100,000 before trading licenses and entry permits are issued by local authorities.

    Steps to follow:

    Step 1 – Register your company in Uganda

    Register your company at the Uganda Registration Services Bureau (URSB) and obtain the Memorandum and Articles of Association, and a Certificate of Incorporation.

    Step 2 – Get your investment license

    Apply for an investment license using Uganda Investment Authority Form 1 and attach the documents in Step 1 plus a brief Business Plan. Normal processing time for an investment license is 2-5 days.

    Required documents for an Investment License

    The following documents are required as attachments to the application for an Investment License. All applicants must submit items 1-5 to enable UIA process your application within the set time frame.

    1. Legal status (Copy of Certificate of Incorporation and Articles & Memorandum of Association from Uganda Registration Services Bureau)
    2. A brief Business Proposal on the project (more than 5 pages)
    3. Evidence of availability of funds for the project, (which could be a Bank statement for the company/Directors.)
    4. Land status for the Project (Attach a copy of the land title or a tenancy agreement to confirm location of the project).
    5. Passport photo copy of foreign directors
    6. Filled in Application Form for an Investment License (Form UIA 1)

     

    Other additional documents

    1. Bill of lading to confirm importation of machinery (exceptional cases)
    2. Copy of the secondary license issued by the relevant Government Ministry/Department or Agency
    3. Environmental Impact Assessment Report/Certificate of Approval by National Environment Management Authority

     

    Step 3 – Secure necessary secondary clearances

    Certain sectors require secondary licenses e.g. for mining activity, air transport, banking, forestry. Uganda Investment Authority (UIA) will assist you to secure these licenses within reasonable time. UIA shall also assist you in obtaining suitable industrial land and work permits for your expatriate staff. Utilities like telephone, electricity and water can easily be secured from the relevant offices.

     

  4. 4

    Obtain a Taxpayer Identification Number (TIN)

    Agency: Uganda Revenue Authority Period: 1-10 Days Cost: Free of charge
    Cost:

    The Tax-Payer Identification Number (TIN) is used by tax payers when it comes to paying for taxes like government taxes, import and export taxes, Value Added Taxes (VAT), Company taxes, operational taxes, and many more.

    It is mandatory for tax payers to have a Tax Identification Number from Uganda Revenue Authority.

    The TIN application can be done using the Uganda Revenue Authority portal.

    You will need a computer with an internet connection, Ms Excel Office program installed on your computer, a working email address, a printer and a referee (a person who has an active TIN number of the new type)

    For Individual TIN:
    1) Passport, Employees Id, voter’s card, national Id, work permit, visas, Driving permit
    2) Email address
    3) Mothers name
    4) Phone contacts
    5) Referee who has TIN

    For Non-Individual:
    1) Company form 7, Certificate of incorporation from Uganda Registration Services Bureau
    2) Contact person
    3) Company email address, phone number
    4) Bank account details
    5) Company  director’s TIN

    Uganda Revenue Authority provides Taxpayer Identification Numbers (TINs) in accordance with the Domestic Tax Departmental Performance Standards at no cost. But if one decides to use a third party, one should pay the tax agent.

  5. 5

    Obtain a Trading License

    Agency: Kampala Capital City Authority Period: 1 Day Cost: UGX 78,750 - UGX 498,750
    Cost:

    Obtain the application forms for the trading license

    Agency: Kampala Capital City Authority

    The entrepreneur applies for a trade license at the Municipal Authority/Council Authority where the company premises are located. The trading license is a general business license required for all companies, including service companies. As of January 2015, you can download and print the standard forms online through the City Operator Identification Number (COIN) system. Once online, you complete the standard form A, which can be accessed online, and submitted to the Municipality or City Council, along with the relevant company documents, including the memorandum and articles of association, the name of the directors, the certificate of incorporation, and the lease agreement. You will then be issued a payment slip to take to the Bank.

    Receive inspection of the business premises by the licensing officer and Obtain the assessment form

    Agency: Kampala Capital City Authority

    The division of Kampala Capital City Authority (KCCA) in the jurisdiction where the business premises are located does inspection ensuring you have applied for the trading license, then issues the Trading licenses on behalf of KCCA. Upon inspection of the company premises, these divisions issue the assessment forms for the fees payable, which vary with the location of the office. These fees are regulated by the Trade Licensing (Amendment of Schedule) Instrument, 2011.

    Pay the license fee at the bank

    Agency: Bank

    The founder must pay the relevant license fee at the bank, as follows:

    Grade 1

    • Carrying out wholesale business: UGX 498,750
    • Carrying out retail business: UGX 210,000

    Grade 2

    • Carrying out wholesale business: UGX 236,25
    • Carrying out retail business: UGX 78,750

    Obtain the trading license

    Agency: Kampala Capital City Authority

    Once the fees are paid, the Municipal Authority issues the Trading License. This authority also reserves the right to revoke and cancel the trading license if deemed necessary by municipal inspections (health and building).

  6. 6

    Register with National Social Security Fund (NSSF)

    Agency: National Social Security Fund (NSSF) Period: 1-7 Days Cost: Free of Charge
    Cost:

    The National Social Security Fund (NSSF) is governed by the revised laws of Uganda, the National Social Security Fund Act Cap 222. The NSSF is a compulsory saving scheme for private-sector employees between the age of 16-35 years, non-governmental organizations, and government parastatal bodies that are not covered by the government pension scheme. Under the Act, all employers with more than 5 employees are obliged to pay an NSSF contribution of 10% to their employees. This procedure takes 1-7 days.

    Forms Available:

  7. 7

    Make a Company Seal

    Agency: Seal Maker Period: 1 Day Cost: UGX 225,000
    Cost:

    A company seal is mandatory. Section 117 (b) of the companies Act 2012 provides that every Company shall have its name engraved in legible letters on its seal which shall take the form of embossed metal die.