Transferring company shares in Uganda: checklist
In brief
A share transfer is only effective when properly executed, approved and registered. This checklist runs the steps.
Who it's for & when to use it
Who it's for: Shareholders, buyers, directors and company secretaries.
When to use it: When selling or transferring company shares.
When not to use it: For an allotment of new shares (a different process).
The checklist
1. Check restrictions and approvals
- Check the articles for pre-emption rights and transfer restrictions, and any shareholders' agreement.
- Obtain the board or shareholder approval the articles require.
2. Agree terms and price
- Agree the number and class of shares, the price and the completion mechanics with the buyer.
3. Execute the instrument
- Execute a proper instrument of transfer — the company will not register a transfer without one (Companies Act s.83).
- Have the transfer witnessed.
4. Stamp the transfer
- Pay any stamp duty due before lodging the transfer with the company (Stamp Duty Act).
5. Register and issue the certificate
- Lodge the transfer; the company registers it subject to the articles (s.84), updates the register of members, and issues a new share certificate (s.86).
Key authorities
- Companies Act, Cap. 106 (2023 Revision) — ss.83, 84, 86.
- Stamp Duty Act, Cap. 339 (2023 Revision).
Checklist · Business & company.
Actively maintained.
Last reviewed 9 June 2026; next review due 9 June 2027.
This resource is a practitioner orientation and general information, not legal advice, and does not create an advocate–client relationship. It is AI-generated. Ugandan law changes and chapter and section numbers were revised in the 2023 Laws of Uganda. Verify every statute, rule, form, fee and authority against the current primary source — and the specific facts of your matter — before relying on it.