Business registration is a process most entrepreneurs prefer not to handle on their own unless they really have to. However, when it comes to moving into Africa, you’ll need a firm grasp on how and why you’re filling in papers. These steps will make it easier for you to branch into Uganda.
You’ve decided to expand your South African company into Uganda, but you first need to ensure you’ve completed the necessary documentation. Uganda has a straightforward registration system that you will have to complete to legalise and legitimise your business within its economy.
Where should I register my company?
Registration is possible for different-sized businesses in various places. For a micro business you must register with the locality, village or market you’re moving into. A larger business, only operating within a localised district, can register with the District Authorities. Additionally, a business planning on opening branches across the entire country must register with the Ugandan Registrar of Companies.
You should use a law firm to assist you in streamlining the registration process. By using this method, you will be able to continue setting up your company and organising its logistics, while the law firm goes through the motions of registering your business.
Another advantage of using this method is you’ll ensure your registration is correctly completed, and isn’t accidently unfulfilled because you weren’t aware of a particular requirement that you overlooked.
Related: Taking your business to Uganda
What are the steps for registering a business?
Here are easy-to-follow steps, which you will have to undertake to be fully registered within Uganda:
For an incorporated South African company that you are expanding into Uganda, you will need to:
- Submit your forms for assessment
- Pay registration fees
Once you have your certificate of registration, your next step is a certificate of incorporation, which you can apply for at the Uganda Registration Services Bureau. If you meet the following requirements, Ugandan authorities can issue your certificate within 16 working hours:
- Form 19 – Details of directors and secretaries of your company.
- Form 20 – Statement of all existing charges created by your company.
- Form 21 – Names and postal addresses of persons resident in Uganda authorised to receive services on behalf of your company.
- Form 22 – Full address of the registered or principal office of the company.
- Certified copies of articles, and memorandum of association or constitution incorporation documents from South Africa.
- Passport (3 copies).
In the next step you will need to apply for an investment license from the Uganda Investment Authority (UIA), which you can apply for online. You are required to invest a minimum of USD100 000 in order to secure an investment license.
You will also need the following documentation for an investment license:
- Legal status. This is a copy of your certificate of incorporation and articles, and memorandum of association from Uganda Registration Services Bureau, which you obtained in step 2.
- Abrief Business Proposalon the project. This should be more than 5 pages in length.
- Evidence of availability of fundsfor the project. This could be a bank statement for your company or directors.
- Land statusfor the project. You will need to attach a copy of the land title deed or a tenancy agreement to confirm location of your project.
- Passport photocopiesof foreign directors.
- Filled in application formfor an investment license (Form UIA 1).
Related: Some improvements in the economic outlook for Uganda
Apply for a taxpayer identification number (TIN), which will enable you to pay for taxes, including government taxes, import and export taxes, Value Added Taxes (VAT), company taxes and operational taxes. You can apply through the Uganda Revenue Authority portal.
To apply for your company’s taxpayer identification number you will need the following:
1. Company form 7, Certificate of incorporation from Uganda Registration Services Bureau
2. Contact person’s name
3. Company email address and phone number
4. Bank account details
5. Company director’s TIN
When applying for a trade license, you will need to contact the Municipal/Council Authority in the area you’ve based your company. You can download and print the standard forms through the City Operator Identification Number (COIN) system. After completing the form you need to submit the following documents:
- Articles of association
- The names of the directors
- The certificate of incorporation
- The lease agreement.
The Kampala Capital City Authority (KCCA) will inspect your premises and issue you a Trading licence. Once you’ve received the license, you will then have to pay the relevant licence fee.
Your next step will be to register with the National Social Security Fund (NSSF). This is the compulsory saving programme for private-sector employees between the ages of 16-35 years. If you have more than five employees, you must contribute 10% of their salary to their NSSF contributions.
You will need the following forms:
Every company must have a company seal with the company name engraved in legible letters on the seal.
Related: Opportunities in Ugandan construction industry available to SA businesses
What are the challenges I could face when registering?
The process of registering a business or property, and obtaining permits takes time. There are many delays and high costs for investors. In Uganda, it takes 32 days to open a business. The process involves 15 procedures, and the registration fee amounts to USD1030, or 64.4% of per capita income. In a regional context, the cost of starting a business is high.
Additionally, since 2011, the Uganda Investment Authority (UIA) is reviewing business licensing applications more critically. Capital expenditure is a precondition for foreign business licensing, and licensees need to invest a minimum of USD100 000 over three years in their projects.
You can receive your construction permits relatively quickly (within 154 days), but the cost of obtaining a construction permit in the country is not competitive. The total cost of obtaining a construction permit averages UGX8.5 million (or approximately USD3 400).
- Ensure you’re aware of exactly how much time you’ll need to complete formal business registration.
- Calculate how much it will cost you to accomplish the baseline company licensing procedures in Uganda.