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The Companies Act (Chapter 110)

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CHAPTER 110
THE COMPANIES ACT.
Commencement. I January, 1961.
An Act to amend and consolidate the law relating to the
incorporation, regulation and winding up of companies and other
associations and to make provision for other related and connected
matters.
PART 1-PRELIMINARY. 1. Interpretation.
(I) In this Act, unless the context otherwise requires-
(a) “accounts” includes a company’s group accounts, whether
prepared in the form of accounts or not;
(b) “annual return” means the return required to be made, in the
case of a company having a share capital, under section 125, and
in the case of a company not having a share capital, under section
126;
(c) “approved stock exchange” means a stock exchange approved
under section 24 of the Capital Markets Authority Act and
includes an interim stock trading facility approved under section
90 of that Act;
(d) “articles” means the articles of association of a company, as
originally framed or as altered by special resolution, including, so
far as they apply to the company, the regulations contained in
Table A in the First Schedule to any of the repealed Ordinances
or in Table A in the First Schedule to this Act;
(e) “book and paper” and “hook or paper” include accounts, deeds,
writings and documents;
(f) “company” means a company formed and registered under this
Act or an existing company;
(g) “company limited by guarantee” and “company limited by
shares” have the meanings assigned to them respectively by
section 3(2);
(h) “contributory” has the meaning assigned to it by section 214;

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(i) “court”, used in relation to a company, means the court having
jurisdiction to wind up the company;
(j) “creditors’ voluntary winding up” has the meaning assigned to it by
section 281(4);
(k) “debenture” includes debenture stock, bonds and any other securities
of a company whether constituting a charge on the assets of the
company or not;
(1) “director
” includes any person occupying the position of director by
whatever name called;
(m) “document” includes summons, notice, order and other legal process,
and registers;
(n) “existing company” means a company formed and registered under
any of the repealed Ordinances;
(o) “financial year” means, in relation to any body corporate, the period
in respect of which any profit and loss account of the body corporate
laid before it in general meeting is made up, whether that period is a
year or not;
(p) “general rules” means rules made by the Minister under section 348;
(q) “group accounts” has the meaning assigned to it by section 150(1);
(r) “holding company” means a holding company as defined by section
154;
(s) “insurance company” means a company which carries on the
business of insurance either solely or in conjunction with any other
business;
(t) “issued generally” means, in relation to a prospectus, issued to
persons who are not existing members or debenture holders of the
company;
(u) “limited company” means a company limited by shares or a company
limited by guarantee;
(v) “members’ voluntary winding up” has the meaning assigned to it by
section 281(4);
(w) “memorandum” means the memorandum of association of a
company, as originally framed or as altered from time to time;
(x) “minimum subscription” has the meaning assigned to it by section
49(3);
(y) “officer”, in relation to a body corporate, includes a director,
manager or secretary;
(z) “personal representative” means—

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(2) A person shall not be deemed to be within the meaning of any
provision of this Act a person in accordance with whose directions or
instructions the directors of a company are accustomed to act, by reason only
that the directors of the company act on advice given by him or her in a
professional capacity.

(3) References in this Act to a body corporate or to a corporation
shall be construed as not including a corporation sole but as including a
company incorporated outside Uganda.

(4) Any provision of this Act overriding or interpreting a company’s
articles shall, except as provided by this Act, apply in relation to articles in
force at the commencement of this Act, as well as to articles coming into
force thereafter, and shall apply also in relation to a company’s memorandum
as it applies in relation to its articles.

2. Register of companies.

There shall be kept by the registrar a record called “the Register of
Companies” in which shall he entered all the matters prescribed by this Act.

PART II—INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL. TO
INCORPORATION.

Memorandum of association.

3. Mode of forming an incorporated company.

(1) Any seven or more persons, or, where the company to be
formed
will be a private company, any two or more persons, associated for
any lawful purpose may, by subscribing their names to a memorandum of
association and otherwise complying with the requirements of this Act in
respect of registration, form an incorporated company, with or without
limited liability.

(2) Such a company may be either-
(a) a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares
respectively held by them (in this Act termed “a company
limited by shares”):

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(i) in the case of a deceased person to whom the Succession
Act applies either wholly or in part, his or her executor or
administrator;
(ii) in the case of any other deceased person, any person who,
under law or custom, is responsible for administering the
estate of such deceased person;
(aa) “printed” means reproduced by original letterpress or by such
other means as may be prescribed;
(bb) “private company” has the meaning assigned to it by section
29(1);
(cc) “prospectus” means any prospectus, notice, circular,
advertisement, or other invitation, offering to the public for
subscription or purchase any shares or debentures of a company;
(dd) “registrar” means the registrar of companies or any assistant
registrar or other officer performing under this Act the duty of
registration of companies;
(cc) “repealed Companies Ordinance” means the Companies
Ordinance, Chapter 212 of the Laws of Uganda (Revised
Edition), 1951;
(ff) “repealed Ordinances” means the Indian Companies Act, 1882,
(as applied to Uganda), the Companies Ordinance, 1923 (No. 6
of 1923) and the repealed Companies Ordinance;
(gg) “resolution for reducing share capital” has the meaning assigned
to it by section 68(2);
(hh) “resolution for voluntary winding up” has the meaning assigned to
it by section 276(2);
(ii) “share” means share in the share capital of a company, and
includes stock
except where a distinction between stock and
shares is expressed or implied;
(jj) “share warrant” has the meaning assigned to it by section 85(2);
(kk) “statutory meeting” means the meeting required to be held by
section 130(1);
(11) “statutory report” has the meaning assigned to it by section
130(2);
(mm) “subsidiary” means a subsidiary as defined by section 154;
(nn) “Table A” means Table A in the First Schedule to this Act;
(oo) “time of the opening of the subscription lists” has the meaning
assigned to it by section 52(2);
(pp) “unlimited company” has the meaning assigned to it by section
3(2).

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Signature of the memorandum.

(1) The memorandum shall be dated and shall be signed by each
subscriber in the presence of at least one attesting witness who shall state his or
her occupation and postal address.

(2) Opposite the signature of every subscriber there shall be written
in legible Roman characters his or her full name, his or her occupation and
postal address.

6. Restriction on alteration of the memorandum.

A company may not alter the conditions contained in its memorandum except
in the cases, in the mode and to the extent for which express provision is made
in this Act.

7. Mode in which and extent to which objects of a company may
be altered.

(1) .A company may, by special resolution, alter the provisions of its
memorandum with respect to the objects of the company, so far as may be
required to enable it-
(a) to carry on its business more economically or more efficiently;
(b) to attain its main purpose by new or improved means;
(c) to enlarge or change the local area of its operations;
(d) to can-y on some business which under existing circumstances
may conveniently or advantageously be combined with the
business of the company;
(e) to restrict or abandon any of the objects specified in the
memorandum;
(f) to sell or dispose of the whole or any part of the undertaking of
the company; or
(g) to amalgamate with any other company or body of persons,
except that if an application is made to the court in accordance with this
section for the alteration to be cancelled, it shall not have effect except
insofar as it is confirmed by the court.

(2) An application under this section may be made-
(a) by the holders of not less in the aggregate than 15 percent in
nominal value of the company’s issued share capital or any class

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(b) a company having the liability of its members limited by the
memorandum to such amount as the members may respectively
thereby undertake to contribute to the assets of the company in
the event of its being wound up (in this Act termed “a company
limited by guarantee”); or
(c) a company not having any limit on the liability of its members
(in this Act termed “an unlimited company”).
4. Requirements with respect to the memorandum.

(1) The memorandum of every company shall be printed in the
English language and shall state-
(a) the name of the company, with “limited” as the last word of the
name in the case of a company limited by shares or by guarantee;
(b) that the registered office of the company is to be situate in
Uganda;
(c) the objects of the company.
(2) The memorandum of a company limited by shares or by
guarantee must also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also
state that each member undertakes to contribute to the assets of the company
in the event of its being wound up while he or she is a member, or within one
year after he or she ceases to be a member, for payment of the debts and
liabilities of the company contracted before he or she ceases to be a member,
and of the costs, charges and expenses of winding up, and for adjustment of
the rights of the contributories among themselves, such amount as may be
required, not exceeding a specified amount.
(4) In the case of a company having a share capital—-
(a)
the memorandum must also, unless the company is an
unlimited company, state the amount of share capital with
which the company proposes to be registered and the division of
the share capital into shares of a fixed amount;
(b) no subscriber of the memorandum may take less than one share;
(c) each subscriber must write opposite to his or her name the
number of shares he or she takes.

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regulations of the company in the same manner and to the same extent
as if they were contained in duly registered articles.
11. Printing and signature of
articles.

Articles shall be- –
(a) in the English language;
(b) printed;
(c) divided into paragraphs numbered consecutively; and
(d) signed by each subscriber to the memorandum of association in
the presence of at least one witness, who shall attest the signature
and add his or her occupation and postal address.
12. Alteration of articles by special resolution.

(1) Subject to this Act and to the conditions contained in its
memorandum, a company may by special resolution alter or add to its
articles.
(2) Any alteration or addition so made in the articles shall, subject to
this Act, be as valid as if originally contained in the articles, and be subject in
like manner to alteration by special resolution.
Form of memorandum and articles of association.

13. Statutory forms of memorandum and articles.

The form of–
(a) the memorandum of association of a company limited by shares;
(h) the memorandum and articles of association of a company
limited by guarantee and not having a share capital;
(c) the memorandum and articles of association of a company
limited by guarantee and having a share capital;
(d) the memorandum and articles
of association of an unlimited
company havin g a share capital,
shall be respectively in accordance with the forms set out in Tables B, C, D
and E in the First Schedule to this Act, or as near to those forms as
circumstances admit.

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Articles of association.

8. Registration of articles and regulations of companies.

There may in the case of a company limited by shares, and there shall in the
case of a company limited by guarantee or unlimited, be registered with the
memorandum articles of association, which shall be signed by the
subscribers to the memorandum and shall contain the regulations of the
company.

9. Content required in the case of an unlimited company or a
company limited by guarantee.

(1) In the case of an unlimited company, the articles must state the
number of members with which the company proposes to be registered and,
if the company has a share capital, the amount of share capital with which
the company proposes to be registered.

(2) In the case of a company limited by guarantee, the articles
must state the number of members with which the company proposes to be
registered.

(3) Where an unlimited company or a company limited by
guarantee has increased the number of its members beyond the registered
number, it shall, within fourteen days after the increase was resolved on or
took place, give to the registrar notice of the increase, and the registrar shall
record the increase.

(4) If default is made in complying with subsection (3), the
company and every officer of the company who is in default are liable to a
default fine.

10. Adoption and application of Table A.

(1) Articles of association may adopt all or any of the regulations
contained in Table A.

(2) In the case of a company limited by shares and registered after
the commencement of this Act, i f articles are not registered, or, if articles are
registered, insofar as the articles do not exclude or modify the regulations
contained in Table A, those regulations shall, so far as applicable, be the

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17. Registration of unlimited company as limited; registration of a
limited company.

(1) Subject to this section, a company registered as unlimited may
register under this Act as limited, or a company already registered as a
limited company may reregister under this Act, but the registration of an
unlimited company as a limited company shall not affect the rights or
liabilities of the company in respect of any debt or obligation incurred, or any
contract entered into, by, to, with or on behalf of the company before the
registration.

(2) On registration in pursuance of this section, the registrar shall
close the former registration of the company, and may dispense with the
delivery to him or her of copies of any documents with copies of which he or
she was furnished on the occasion of the original registration of the company,
but, except as aforesaid, the registration shall take place in the same manner
and shall have effect as if it were first registration of the company under this
Act.

Provisions with respect to names of companies.

1R. Reservation of name and prohibition of undesirable name.

(1) The registrar may, on written application, reserve a name
pending registration of a company or a change of name by an existing
company. Any such reservation shall remain in force for a period of thirty
days or such longer period, not exceedin
g sixty days, as the registrar may, for
special reasons, allow, and during that period no other company shall be
entitled to be registered with that name.

(2) No name shall be reserved and no company shall be registered
by a name which, in the opinion of the registrar, is undesirable.

19. Change of name.

(1) A company may by special resolution and with the approval of
the registrar signified in writing change its name.

(2) If. through inadvertence or otherwise, a company on its first
registration or on its registration by a new name is registered by a name

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Registration.

14. Registration of memorandum and articles.

The memorandum and the articles, if any, shall be delivered to the registrar,
and he or she shall retain and register them.
15. Effect of registration.

(1) On the registration of the memorandum of a company, the
registrar shall certify under his or her hand that the company is incorporated
and, in the case of a limited company, that the company is limited.
(2) From the date of incorporation mentioned in the certificate of
incorporation, the subscribers to the memorandum, together with such other
persons as may from time to time become members of the company, shall be
a body corporate by the name contained in the memorandum, capable of
exercising all the functions of an incorporated company, with power to hold
land and having perpetual succession and a common seal, but with such
liability on the part of the members to contribute to the assets of the company
in the event of its being wound up as is mentioned in this Act.
16. Evidence of compliance with registration requirements.

(1) A certificate of incorporation given by the registrar in respect
of any association shall be conclusive evidence that all the requirements of
this Act in respect of registration and of matters precedent and incidental to
registration have been complied with and that the association is a company
authorised to he registered and is duly registered under this Act.
(2) A statutory declaration by an advocate engaged in the
formation of the company, or by a person named in the articles as a director
or secretary of the company, of compliance with all or any of the said
requirements shall be produced to the registrar, and the registrar may accept
such a declaration as sufficient evidence of compliance.

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