commercial law - company registration

PROCEDURE AND DOCUMENTS FOR COMPANY REGISTRATION

1.      On written application the Registrar may reserve name pending registration of a company. The reservation remains for a period of thirty days. A name is reserved by one picking up a name reservation form from Uganda Registration of Services Bureau (URSB) and filling in three choices of names he would love to use, the first being the most preferred.

2.      They proceed and get a lawyer to draft a memorandum of Association which constitutes the agreement of the subscribers to associate as a company. The company’s Memorandum contains;

·        The name of the company

·        The registered office of the company to be situated in Uganda

·        The objects of the company

·        If the liability of the Company’s members is limited by shares or by guarantee

·        If it is limited by shares, the memorandum must specify the share capital and how it has been divided

·        The signature of each subscriber attested by at least one witness

3.      The Articles of Association are also to be drafted and registered by a lawyer. Articles of Association contain the internal rules for the management of the company. So it will state how the company will make decisions. How the company will carry out its meetings, who is allowed to attend the meetings, what quorum is required for a meeting, who can vote in the meeting and which kind of resolutions are to be passed for specific decisions.

4.      An application for registration of a company is made by submitting  an application form to the Register and this application is accompanied by the following;

·        Passport size photo of each subscriber

·        Company name reservation

·        Memorandum and articles of association

·        Registration fees

·        Stamp duty payment on the articles of association and on the capital

5.      On registration of the memorandum and articles of association and on being satisfied that all provisions of the companies act have been complied with, the Registrar issues a certificate of incorporation. A certificate of incorporation shows that the company has been duly registered and it has attained corporate personality.

 

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