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BUSINESS REGISTRATION
The legal requirements for the incorporation/
registration/formalization of a company in Uganda are contained in
the companies Act Cap 110 Laws of Uganda 2000 edition.
The registration/formalization and management of companies are
governed by the companies Act and several other laws such as the
Investment Code Act, the Income Tax Act, Value Added Tax Act,
Uganda Citizenship and Immigration Control Act, National Security
Fund Act among other.
Business Name Registration Process
• Generate name options ie. At least 3 name
options
• Search for the business name to validate one
• Reserve the business name
• Fill in the registration forms
• Pay the registration fees
• Submit the forms to URSB officials
responsible
• Obtain the certificate of incorporation
Key requirements for registering a
company
Legal requirements for incorporation of a company in Uganda
Name of the company
Registered office and address
Type of company
Share capital
Objectives of the company
Particulars of directors and company secretary
Requirements cont’d
 Requisite documents: Before a company is registered by the
registrar of companies, certain documents need to be provided
by the promoter of the company and these include;
 Reservation of name form
 Memorandum and Articles of Association of the company
 Notice of situation of the office of the company
 Particulars of directors and company secretary
 Statement of authorized share capital of the company
 Statutory declaration of compliance with the requirements for registration
of a company
 Evidence of payment of registration fees.
Requirements cont’d
Tax requirements: companies are subject to taxation under the Income Tax Act
and these include;
Capital Gains Tax; this is tax on the profit when you sell an asset (land) that
has increased in value.
Value Added Tax; is an indirect tax that is paid by a person who consumes
or imports goods and/or services in Uganda.
Withholding Tax; This tax is deducted at source by a withholding agent
upon making payment to another person.
Pay As You Earn Tax; is the tax that employers must deduct from the
employment income of employees such as salaries,
Local Service Tax; a tax levied on the ex-factory price of specified locally
manufactured goods. The ex-factory price includes Raw material costs, direct
labour costs etc
Note: several incentives are given to foreign companies under the Investment
Code Act.
Foreign investment in Uganda
 Under Uganda law, foreigners are allowed to wholly own
companies or partly own companies with Ugandans.
 The laws that govern foreign investments are the Investment
Code Act, the Foreign Exchange Act, Citizenship and Immigration
Control Act, Land Act among others.
 The requirements include;
 Entry requirements
 Protection of investment
 Transfer of invested fund
 Land ownership
Registration of foreign companies
 These are companies incorporated outside Uganda and are
registered in Uganda.
 Requirements
 File Memorandum and Articles of Association or any other
document certified by the registrar of companies.
 File a certified copy of the certificate of incorporation
 File company forms A19, A20, A21 and A22
 Make the payment of registration fees
BENEFITS OF BUSINESS REGISTRATION
 There are rules and regulations to follow in case of any
misunderstandings
 Acquiring the business registration certificate enables investors to
access the Investment License and related incentives.
 The business registration documents are essential for participation in
the bidding process for provision of goods, works and services.
 Better access to financial services e.g. bank loans that are essential for
business expansion.
 Business formalization creates more employment opportunities.
Benefits CONT…
 Separation of personalities - on registration the company becomes a
separate legal entity from the owners.
 Enhanced business reputation leads to a broader and loyal clientele
essential for business expansion and progress.
 Competitiveness in the regional market i.e. East African Community
 Better marketing and advertising opportunities.
 An opportunity to contribute to national development through tax
payment.
Business protection (Intellectual
Property Right)
IP is the type of property that results from the
creations of the human mind.
Intellectual Property law typically grants the
author of an intellectual creation exclusive
rights for exploiting and benefiting from
his/her creation.
Legal Framework
 The 1995 Constitution (Right of every person to own
property- Article 26)
 The Copyright and Neighboring Rights Act No. 2006.
 The Copyrights and Neighboring Right Regulations,
S.I No. 1 of 2010.
 The Industrial Property Act, 2014
 The Trademarks Act No. 17 of 2010.
 The United Kingdom Designs (Protection) Act Cap
218.
 The Trade Secrets Protection Act, 2009.
 Industrial Property Act, 2014
 Geographical Indications Act, 2013
IP Laws
Trademark law
Patent law
Utility Model law
Industrial design law
Copyright and neighboring rights law
Types of Intellectual Property (IP
Patents and Utility model systems
Industrial designs
Trademarks and Service marks
 Copyright and Neighboring Rights
Trade mark and Service mark
A trade mark is any word, phrase, symbol, logo,
sound, smell, color, brand label among others or a
combination of words, symbols, logo, sound etc that
identifies and distinguishes your business from other
businesses.
Examples
 Jesa
 Uhuru
 Movit
 NSSF
 Sound (Nokia, Microsoft)
Why Trade mark
Resonate with consumers, captures their
attention and causes your product to standout.
Minimize marketplace confusion and
differentiate the product by facilitating choice
among different products which helps to build a
brand.
Embody the emotional attributes of a product,
consumer’s lifestyles, aspirations and desires.
Trade marks work effectively across borders,
cultures and languages.
Why Trade mark cont’d
Trade marks are properties that can be brought
and sold, pledged or licensed.
Registration protects you against those who
imitate or copy your brand.
They endure and add value if properly
maintained.
Trade marks are a gateway to the internet.
Protecting your brand in Uganda
Protection is through registration by applying to
URSB.
Application and search fee 75.000=
Gazette notice published at a cost for 60 days.
If there is no opposition , registration fee is
100.000=.
Registration is for 7 years initially and is
renewable after every 10 years.
Using your trade mark
Use the mark as an adjective not a noun
Be consistent in the representation
Identify the status of your trade mark
It must be distinctive
Select a mark that is catchy
Industrial design
It is that aspect of a useful object which is
aesthetic(artistic) by an industrial process,
manual or mechanical.
These include;
 Shapes
 Patterns
 Colors etc or their combination.
Industrial design cont’d
The design to be protected must be;
New- if there are no identical design already made
available to the public before the date for filing.
Original –independently created by the designer
and not a copy or imitating the existing design.
The design could be used;
– A unique selling point of a product
– A means to customer loyalty
– Customization
Steps to register your design
File an application with URSB
Application is examined and issued with a gazette
notice
The unregistered design
Can be freely copied and duplicated
Can be registered by a competitor and result in
payment for infringement
Can not be sold for profit.
Patents and Utility model systems
 Patent is an exclusive right granted by the state for
an invention which is a product or a process.
The product or process should provide in general a
new technical solution to a problem of any field.
The exclusive rights are territorial and patent
protection is granted for a limited period, generally
20 years.
Requirements for patentability
Novel- must be new, not anticipated by prior art
(available information).
Inventive steps (non-obvious)- not easily deduced
by a person with average knowledge
Industrially applicable- invention must be usable
Subject matter- must be accepted, as patentable
under the industrial property Act, 2014
What is a utility model?
Just like a patent, it also protects
inventions/innovations but for a short period.
Difference between patent and utility model is
that requirements for granting a utility model
are less stringent than the patents.
A product/process which is novel and industrial
application passes for a utility mode but
inventive step is not a requirement.
In practice, protection for utility model is often
sought for innovation of a rather incremental
character which may not meet patentability
requirements.
Rights of a patent/utility model holder
Decides who may or may not exploit the protected
invention.
Permits/licenses others to use the invention on
mutually agreed terms.
The inventor can sell the invention outright.
These rights expire when the invention enters the
public domain that is the public can now exploit the
invention without authorization.
Why patent?
Market position improvements at the local and
the global market.
Improving competence of the enterprise and
product development.
Opening door for licensing and
internationalization.
Need to benefit from the simplified legal regime
i.e. utility model, patent, designs
IP rights increase the value of the product.
Risks for no protection
Danger of somebody else protecting them
Other companies can take advantage of your
invention
Possibilities to license, sell your technology shall
be severally hindered.
Requirements for obtaining a patent
Application must be filed at URSB
Title of the invention, abstract, background, art,
description, claim, drawing where necessary.
Trade secrets
Information that provides a business with a
competitive advantage and is treated in a way
that can reasonably be expected to prevent the
public or competitors from learning about it.
For example Coca cola formula, KFC recipe,
UHURU recipe among others.
Trade secret remains valid as long as one does
not discover it.
Copyrights and Neighbouring rights
If you are a song writer, author or visual artist, you
will be creating works that you might sell so if you
don’t protect your work, someone else can
appreciate it.
A copyright is the form of legal protection offered
under law to the author of original works of
authorship.
Copyright protection is offered for both
unpublished and published work i.e. the owner of
the copyright has the sole right to print, reprint, sell
and distribute, revise, record and perform the
work.
Examples include; literary and scientific works
such as novels, poems, plays, films and music
works; artistic works such as drawings,
paintings, photographs, sculptures etc.
Neighbouring rights- include rights of
performing artists in their performance,
producers of phonograms in their recordings,
broadcasters in their radio and television
programs.
Examples include; performances, broadcasts
such as concerts.
The value of IP
IP has a lot of commercial value
Return on Investment
Employment opportunity
Provide solutions to the problems of
communities
Improvement of health and safety
Education and training
Use of skills that are already available
Improves production capacity of a community
Will address social economic benefits
Will benefit the rural and informal sectors
Recommendations
Need for investment in intellectual property
assets, science and technology
Strengthening our IP infrastructure
Building up human resources for IP
Modernizing intellectual property laws to
support technology transfer and inventive
activities
Providing funding mechanisms for R&D
Building capacities in incremental innovation
Adopt a transfer of technology strategy
Sensitization in order to create awareness
Conclusions
 The pillars of an effective intellectual property system
are legislation, administration and enforcement.
 Uganda’s economic development is at critical phase,
where sustained growth and prosperity depends
heavily on how quickly intellectual property, can be
applied across both the traditional and new emerging
industries such as information and communication
technology and biotechnology hence the need to
create and design appropriate technology systems,
Processes and devices that will meet our needs.

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Business Registration Requirements in Uganda

  • 1. BUSINESS REGISTRATION The legal requirements for the incorporation/ registration/formalization of a company in Uganda are contained in the companies Act Cap 110 Laws of Uganda 2000 edition. The registration/formalization and management of companies are governed by the companies Act and several other laws such as the Investment Code Act, the Income Tax Act, Value Added Tax Act, Uganda Citizenship and Immigration Control Act, National Security Fund Act among other.
  • 2. Business Name Registration Process • Generate name options ie. At least 3 name options • Search for the business name to validate one • Reserve the business name • Fill in the registration forms • Pay the registration fees • Submit the forms to URSB officials responsible • Obtain the certificate of incorporation
  • 3. Key requirements for registering a company Legal requirements for incorporation of a company in Uganda Name of the company Registered office and address Type of company Share capital Objectives of the company Particulars of directors and company secretary
  • 4. Requirements cont’d  Requisite documents: Before a company is registered by the registrar of companies, certain documents need to be provided by the promoter of the company and these include;  Reservation of name form  Memorandum and Articles of Association of the company  Notice of situation of the office of the company  Particulars of directors and company secretary  Statement of authorized share capital of the company  Statutory declaration of compliance with the requirements for registration of a company  Evidence of payment of registration fees.
  • 5. Requirements cont’d Tax requirements: companies are subject to taxation under the Income Tax Act and these include; Capital Gains Tax; this is tax on the profit when you sell an asset (land) that has increased in value. Value Added Tax; is an indirect tax that is paid by a person who consumes or imports goods and/or services in Uganda. Withholding Tax; This tax is deducted at source by a withholding agent upon making payment to another person. Pay As You Earn Tax; is the tax that employers must deduct from the employment income of employees such as salaries, Local Service Tax; a tax levied on the ex-factory price of specified locally manufactured goods. The ex-factory price includes Raw material costs, direct labour costs etc Note: several incentives are given to foreign companies under the Investment Code Act.
  • 6. Foreign investment in Uganda  Under Uganda law, foreigners are allowed to wholly own companies or partly own companies with Ugandans.  The laws that govern foreign investments are the Investment Code Act, the Foreign Exchange Act, Citizenship and Immigration Control Act, Land Act among others.  The requirements include;  Entry requirements  Protection of investment  Transfer of invested fund  Land ownership
  • 7. Registration of foreign companies  These are companies incorporated outside Uganda and are registered in Uganda.  Requirements  File Memorandum and Articles of Association or any other document certified by the registrar of companies.  File a certified copy of the certificate of incorporation  File company forms A19, A20, A21 and A22  Make the payment of registration fees
  • 8. BENEFITS OF BUSINESS REGISTRATION  There are rules and regulations to follow in case of any misunderstandings  Acquiring the business registration certificate enables investors to access the Investment License and related incentives.  The business registration documents are essential for participation in the bidding process for provision of goods, works and services.  Better access to financial services e.g. bank loans that are essential for business expansion.  Business formalization creates more employment opportunities.
  • 9. Benefits CONT…  Separation of personalities - on registration the company becomes a separate legal entity from the owners.  Enhanced business reputation leads to a broader and loyal clientele essential for business expansion and progress.  Competitiveness in the regional market i.e. East African Community  Better marketing and advertising opportunities.  An opportunity to contribute to national development through tax payment.
  • 10. Business protection (Intellectual Property Right) IP is the type of property that results from the creations of the human mind. Intellectual Property law typically grants the author of an intellectual creation exclusive rights for exploiting and benefiting from his/her creation.
  • 11. Legal Framework  The 1995 Constitution (Right of every person to own property- Article 26)  The Copyright and Neighboring Rights Act No. 2006.  The Copyrights and Neighboring Right Regulations, S.I No. 1 of 2010.  The Industrial Property Act, 2014  The Trademarks Act No. 17 of 2010.  The United Kingdom Designs (Protection) Act Cap 218.  The Trade Secrets Protection Act, 2009.  Industrial Property Act, 2014  Geographical Indications Act, 2013
  • 12. IP Laws Trademark law Patent law Utility Model law Industrial design law Copyright and neighboring rights law
  • 13. Types of Intellectual Property (IP Patents and Utility model systems Industrial designs Trademarks and Service marks  Copyright and Neighboring Rights
  • 14. Trade mark and Service mark A trade mark is any word, phrase, symbol, logo, sound, smell, color, brand label among others or a combination of words, symbols, logo, sound etc that identifies and distinguishes your business from other businesses. Examples  Jesa  Uhuru  Movit  NSSF  Sound (Nokia, Microsoft)
  • 15. Why Trade mark Resonate with consumers, captures their attention and causes your product to standout. Minimize marketplace confusion and differentiate the product by facilitating choice among different products which helps to build a brand. Embody the emotional attributes of a product, consumer’s lifestyles, aspirations and desires. Trade marks work effectively across borders, cultures and languages.
  • 16. Why Trade mark cont’d Trade marks are properties that can be brought and sold, pledged or licensed. Registration protects you against those who imitate or copy your brand. They endure and add value if properly maintained. Trade marks are a gateway to the internet.
  • 17. Protecting your brand in Uganda Protection is through registration by applying to URSB. Application and search fee 75.000= Gazette notice published at a cost for 60 days. If there is no opposition , registration fee is 100.000=. Registration is for 7 years initially and is renewable after every 10 years.
  • 18. Using your trade mark Use the mark as an adjective not a noun Be consistent in the representation Identify the status of your trade mark It must be distinctive Select a mark that is catchy
  • 19. Industrial design It is that aspect of a useful object which is aesthetic(artistic) by an industrial process, manual or mechanical. These include;  Shapes  Patterns  Colors etc or their combination.
  • 20. Industrial design cont’d The design to be protected must be; New- if there are no identical design already made available to the public before the date for filing. Original –independently created by the designer and not a copy or imitating the existing design. The design could be used; – A unique selling point of a product – A means to customer loyalty – Customization
  • 21. Steps to register your design File an application with URSB Application is examined and issued with a gazette notice The unregistered design Can be freely copied and duplicated Can be registered by a competitor and result in payment for infringement Can not be sold for profit.
  • 22. Patents and Utility model systems  Patent is an exclusive right granted by the state for an invention which is a product or a process. The product or process should provide in general a new technical solution to a problem of any field. The exclusive rights are territorial and patent protection is granted for a limited period, generally 20 years.
  • 23. Requirements for patentability Novel- must be new, not anticipated by prior art (available information). Inventive steps (non-obvious)- not easily deduced by a person with average knowledge Industrially applicable- invention must be usable Subject matter- must be accepted, as patentable under the industrial property Act, 2014
  • 24. What is a utility model? Just like a patent, it also protects inventions/innovations but for a short period. Difference between patent and utility model is that requirements for granting a utility model are less stringent than the patents. A product/process which is novel and industrial application passes for a utility mode but inventive step is not a requirement. In practice, protection for utility model is often sought for innovation of a rather incremental character which may not meet patentability requirements.
  • 25. Rights of a patent/utility model holder Decides who may or may not exploit the protected invention. Permits/licenses others to use the invention on mutually agreed terms. The inventor can sell the invention outright. These rights expire when the invention enters the public domain that is the public can now exploit the invention without authorization.
  • 26. Why patent? Market position improvements at the local and the global market. Improving competence of the enterprise and product development. Opening door for licensing and internationalization. Need to benefit from the simplified legal regime i.e. utility model, patent, designs IP rights increase the value of the product.
  • 27. Risks for no protection Danger of somebody else protecting them Other companies can take advantage of your invention Possibilities to license, sell your technology shall be severally hindered. Requirements for obtaining a patent Application must be filed at URSB Title of the invention, abstract, background, art, description, claim, drawing where necessary.
  • 28. Trade secrets Information that provides a business with a competitive advantage and is treated in a way that can reasonably be expected to prevent the public or competitors from learning about it. For example Coca cola formula, KFC recipe, UHURU recipe among others. Trade secret remains valid as long as one does not discover it.
  • 29. Copyrights and Neighbouring rights If you are a song writer, author or visual artist, you will be creating works that you might sell so if you don’t protect your work, someone else can appreciate it. A copyright is the form of legal protection offered under law to the author of original works of authorship. Copyright protection is offered for both unpublished and published work i.e. the owner of the copyright has the sole right to print, reprint, sell and distribute, revise, record and perform the work.
  • 30. Examples include; literary and scientific works such as novels, poems, plays, films and music works; artistic works such as drawings, paintings, photographs, sculptures etc. Neighbouring rights- include rights of performing artists in their performance, producers of phonograms in their recordings, broadcasters in their radio and television programs. Examples include; performances, broadcasts such as concerts.
  • 31. The value of IP IP has a lot of commercial value Return on Investment Employment opportunity Provide solutions to the problems of communities Improvement of health and safety Education and training Use of skills that are already available Improves production capacity of a community Will address social economic benefits Will benefit the rural and informal sectors
  • 32. Recommendations Need for investment in intellectual property assets, science and technology Strengthening our IP infrastructure Building up human resources for IP Modernizing intellectual property laws to support technology transfer and inventive activities Providing funding mechanisms for R&D Building capacities in incremental innovation Adopt a transfer of technology strategy Sensitization in order to create awareness
  • 33. Conclusions  The pillars of an effective intellectual property system are legislation, administration and enforcement.  Uganda’s economic development is at critical phase, where sustained growth and prosperity depends heavily on how quickly intellectual property, can be applied across both the traditional and new emerging industries such as information and communication technology and biotechnology hence the need to create and design appropriate technology systems, Processes and devices that will meet our needs.