Partnerships and limited liability partnerships in Uganda
In brief
A partnership is the relationship between persons (not more than twenty, or fifty for a profession) who carry on a business in common with a view to profit (Partnerships Act, 2010, s.2). In an ordinary partnership every partner is liable jointly with the others for all the firm's debts incurred while a partner (s.9) — there is no limited liability. A limited liability partnership (LLP) is different: it has general partners liable for all the firm's debts and limited liability partners who contribute a stated amount of capital and are not liable beyond it (s.47). Partnerships must be registered.
1. Governing law
The Partnerships Act, 2010 (Act 2 of 2010) governs both ordinary and limited liability partnerships. A partnership is the relationship which subsists between persons, not exceeding twenty in number (or fifty where the partnership carries on a profession), who carry on a business in common with a view to making profit (s.2). Registration is mandatory (s.4). Liability is the defining feature: in an ordinary partnership a partner is liable jointly with the other partners for all debts and obligations of the firm incurred while a partner, and a deceased partner's estate is severally liable in due course of administration (s.9) — partners do not enjoy limited liability. A limited liability partnership, by contrast, may be formed under Part VI: it consists of not more than twenty persons and must have one or more general partners who are liable for all the debts and obligations of the firm, together with one or more limited liability partners who contribute a stated amount of capital and are not liable for the firm's debts beyond the amount contributed; a limited liability partner may not, during the partnership, draw back any part of that contribution (s.47). Registration and ongoing requirements are detailed in the Partnerships Regulations, 2025 (and a register of beneficial owners under the Partnerships (Beneficial Owners) Regulations, 2023). 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
- Partnerships Act, 2010 (Act 2 of 2010) — s.2 (definition of partnership: not more than twenty persons, or fifty for a profession, carrying on business in common for profit); s.4 (mandatory registration); s.9 (a partner is liable jointly for all the firm's debts incurred while a partner; estate severally liable); s.47 (limited liability partnership: not more than twenty persons; general partners liable for all debts; limited liability partners contribute stated capital and are not liable beyond it, and may not withdraw the contribution).
- Partnerships Regulations, 2025; Partnerships (Beneficial Owners) Regulations, 2023 — registration, fees and the register of beneficial owners.
3. Practical guidance
Choose the form by liability appetite: an ordinary partnership exposes every partner to joint liability for firm debts (s.9); an LLP can ring-fence limited partners' exposure to their capital (s.47).
Keep within the numbers: not more than twenty partners (fifty for a profession) (s.2).
Register the partnership — registration is mandatory (s.4) — and comply with the Partnerships Regulations, 2025 and the beneficial-owners register.
For an LLP, ensure there is at least one general partner (fully liable) and document each limited partner's contribution, which they cannot draw back during the partnership (s.47).
Put the terms in a written partnership deed (profit shares, management, exit) — the Act supplies default rules only.
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.