SET UP YOUR NON PROFIT IN UGANDA WITH A

COMPANY LIMITED BY GUARANTEE STRUCTURE

Jun 23, 2020
Companies limited by guarantee is a form of private limited companies where the
liability of the members is limited.   Limitation of liability takes the form of a guarantee
from its members to pay a nominal sum in the event of the company being wound up
while they are a member or within one year of their ceasing to be a member. A
guarantee company does not have a share capital, but has members who are
guarantors instead of shareholders.

REGISTRATION OF A COMPANY LIMITED BY GUARANTEE

The majority of companies registered as a company limited by guarantee in Uganda are
set as non-profit organizations such as sports and social clubs, unions, workers’
cooperatives etc.  A lot of the foreign non-proft organizations or charities set up in
Uganda are mostly set as a company limited by guarantee.
The Company Limited by Guarantee in Uganda structure is useful for non-profit
organizations that require corporate status. This means that its profits are not distributed
to its members but are retained to be used for the purposes of the guarantee company.
Like a company limited by shares, a company limited by guarantee is required to have a
memorandum and article of association.
UGANDA REGISTRATION SERVICES BUREAU
The Uganda Registration Service Bureau is the company house in charge of registration
and other incorporation services for all business entities required to be registered in
Uganda.
REQUIREMENTS FOR THE REGISTRATION OF A COMPANY LIMITED BY
GUARANTEE IN UGANDA
 RESERVATION OF THE PROPOSED COMPANY NAME
 Applicant is required to reserve a name for the proposed company. A search needs to
be conducted a search at the Companies Registry to determine whether the proposed
name is available and acceptable to the Registrar of Companies. Once the Registrar
confirms that the name is available, then the proposed name will be reserved for a
period not exceeding 60 days.
 MEMORANDUM & ARTICLES OF ASSOCIATION (MEMART):
The MEMART is the constitution of the company and it contains the following
information:
1. Company name (the one reserved as per paragraph (1) above);
2. Objects i.e. the activities and business objects which the company is permitted to
get involved in upon incorporation;
3. Limitation of guarantor liability. This represents the extent to which each
guarantor/member shall be liable for the debts and liabilities of the company upon
winding up;
4. Names and addresses, and signatures of initial members to the M&A; and
5. Rules and regulations upon which the company will be governed (‘the
constitution’).
 COMPANY FORMS
There are several statutory forms that must be submitted together with the MEMART
during the incorporation of a company. These are:
1. Form for registration of company to be signed by the subscribers to the
MEMART;
2. Declaration of Compliance: This form is a declaration that the company to be
incorporated has complied with the requirements of the Companies Act, 2012;
3. Particulars of Directors and Secretaries: This form makes provision for the
appointment of first director(s) and company secretary of the Company (name, address,
phone number, email addresses, occupation);
4. Notice of Registered Office: This is a form to notify the public of the registered
office of the Company; and
5. Passport photographs of the shareholders and directors.
 REGISTRATION AND PAYMENT OF STAMP DUTY
Having prepared the MEMART and completed all the company forms, the documents
will be assessed for payment of stamp duty and registration fees. Upon payment and
submission of necessary documents, the company will be registered and incorporation
documents will be issued.
COST OF REGISTERING A COMPANY LIMITED BY GUARANTEE
The official fees as required by the Uganda Registration service board for the
registration of a company limited by guarantee in Uganda is 80,000 Ugandan Shillings.
The documents are required to be stamped and there is an additional stamping fees of
30,000 Ugandan Shillings. Note that the prices quoted are for registration by nationals.
Foreign nationals who seek to register or incorporate a company in Uganda are charged
by the service in dollars.

To register a Local company limited by guarantee, one needs to reserve the name to be used
and then file the following documents with Registrar of Companies:
a. Company Registration Form (s.18)
b. Memorandum and Articles of Association;
When you have all the documents ready, pick assessments forms from our office or do self-
assessment and pay registration fees and stamp duty. Upon registration, the Registrar will
issue a certificate on incorporation within two working days.
After the company has been registered, the following forms must be filed (Company
Returns).

1. Company Form 20 – Particulars of Directors and Secretaries (Within 14 days)

2. Company Form 18 – Notice of Situation of Registered Office & Postal Address (within 14
days)
3. Company Form 10 – Return of allotment (within 60 days)
4. Form of Annual Return for a company limited by shares (to be filed once every year).