Winding up a company in Uganda
In brief
A company can be wound up (liquidated) in Uganda under the Insolvency Act, Cap. 108, either compulsorily by the court or voluntarily. A common ground is inability to pay debts, often evidenced by an unsatisfied statutory demand. Winding up collects and realises assets to pay creditors in the statutory order and then dissolves the company.
1. Governing law
The Insolvency Act, Cap. 108 (enacted as the Insolvency Act, 2011, with its regulations) consolidates corporate and individual insolvency. A creditor, the company, or others with standing may petition; the court examines the ground relied on, commonly the company's inability to pay its debts. On a winding-up order a liquidator takes control, realises assets, adjudicates claims and distributes according to statutory priorities. The Companies Act, Cap. 106 governs the corporate framework that sits behind it.
2. Key statutes & rules
- Insolvency Act, Cap. 108 (and the Insolvency Regulations) — winding up, statutory demand, liquidators, priorities.
- Companies Act, Cap. 106 — corporate framework.
3. Practical guidance
Confirm a ground for winding up — most often inability to pay debts.
Where relying on debt, serve a statutory demand and let the period run.
Petition the court (compulsory) or follow the voluntary winding-up route as appropriate.
Anticipate the liquidator's role and the order of priority of claims.
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.