How to register a company at URSB in Uganda
In brief
A company is formed by one or more persons subscribing to a memorandum of association and complying with the registration requirements of the Companies Act, Cap. 106 (s.3). The memorandum and articles are registered with the registrar (the Uganda Registration Services Bureau), who issues a certificate of incorporation; from the date in that certificate the company is a body corporate capable of holding land and suing in its own name. The certificate is conclusive evidence that the registration requirements were met (s.20). One person may form a single-member company.
1. Governing law
Under the Companies Act, Cap. 106, one or more persons may form an incorporated company by subscribing their names to a memorandum of association and otherwise complying with the Act's registration requirements (s.3); a single person may form a single-member company (see the Companies (Single Member) Regulations, 2016). The memorandum and articles are delivered for registration to the registrar — the Uganda Registration Services Bureau — who, on registration, issues a certificate that the company is incorporated and, for a limited company, that the liability of members is limited. From the date in the certificate of incorporation the company is a body corporate capable of exercising the functions of an incorporated company, with power to hold land and to sue and be sued in its own name. The certificate of incorporation is conclusive evidence that all the requirements of the Act in respect of registration have been complied with and that the company is duly registered (s.20). Registration fees are prescribed by regulations (the Companies (Fees) Regulations, 2024); confirm the current schedule with URSB. Statutory text verified against the consolidated Laws of Uganda as at 31 December 2023. Sourced from the Uganda Legal Information Institute (ulii.org).
2. Key statutes & rules
- Companies Act, Cap. 106 — s.3 (one or more persons may form a company by subscribing to a memorandum); s.7 (registration of the memorandum and articles); provision for issue of the certificate of incorporation and the company becoming a body corporate from the certificate date; s.20 (the certificate of incorporation is conclusive evidence of due registration).
- Companies (Single Member) Regulations, 2016 — formation of a single-member company by one person.
- Companies (Fees) Regulations, 2024 — prescribed registration and filing fees (confirm current figures with URSB).
3. Practical guidance
Reserve the proposed company name with URSB and confirm it is available and not misleading.
Decide the structure: private or public, limited by shares or by guarantee, and whether it is a single-member company.
Prepare the memorandum and articles of association and the registration forms (registered office, directors, secretary, shareholders and shareholding).
File the documents with the registrar (URSB) and pay the prescribed fees (Companies (Fees) Regulations, 2024).
Collect the certificate of incorporation — from its date the company is a body corporate (s.20); it is conclusive evidence of registration.
Complete post-incorporation steps: register a beneficial-owners register, obtain a TIN, and any sector licences, then diarise annual returns (see the annual-returns guide).
This note is a practitioner orientation, not legal advice, and does not create an advocate–client relationship. Ugandan law changes and chapter and section numbers were revised in the 2023 Laws of Uganda. Verify every statute, rule and authority against the current primary source — and the specific facts of your matter — before filing or relying on it.