Changes brought by the Companies Amendment Act 2022.

  1. Company registration

According to the Companies (Amendment) Act 2022, Memorandum and Articles of association are no longer mandatory in registration of a company.. You only need to fill out Company form In case you have a memorandum and articles of association, you shall have them be delivered to the registrar who shall retain and register them.”

As regards re-registration of companies, a company limited by guarantee can be re-registered as a company limited by shares upon passing a special resolution to be re-registered as such.

Company should indicate its registration number on all its documents

  1. Powers of the Registrar of Companies.

The registrar as an accountable person shall enforce the provisions of section 119A (beneficial owners) of this Act; maintain a register of beneficial owners; verify the identity of the beneficial owner of the company or a transaction within the company; enforce the provisions of the Anti-Money Laundering Act, 2013;

  1. Cancelling of registration.

Any company that wants to stop operations will apply to the registrar to cancel its registration. “265A (1) the registrar may, at the request of the company or on his or her own accord, cancel the registration of a company under this Act in accordance with regulations made by the Minister.

Registrar can strick off a company from a register if the company is domant however a Company can file for domancy in period it is not active. Where the company has no assets or liabilities, the registrar may strike the company off from the register without applying the provisions of the Insolvency Act, 2011.”

  1. Filing of returns by foreign companies.

Any Foreign company registered in Uganda that changes its charter, memorandum, articles of association, directors, secretary or name will have to file a return within 30 days from the date of making the changes.

  1. Beneficial owners register.

A company is mandated to keep a register of its beneficial owners which should have all their particulars. The Act defines a beneficial owner to mean a person (s) having final ownership or control of the company or a natural person on whose behalf a transaction is conducted in a company, and includes a natural person who exercises ultimate control over a company. Those with beneficial owners suffer a penalty when they delay to register.

  1. Cessation of business by Foreign companies.

Before a foreign company stops conducting business in Uganda it shall publish the notice of cessation of business in the Gazette or in any other media as the registrar may determine by notice published in the Gazette, specifying that the company is solvent and intends to cease business in Uganda thirty days after the date of publication of the notice., it will first publish a 30 days’ notice of cessation of business in a newspaper of wide circulation. The Act defines a foreign company as a company incorporated outside Uganda and later registered to conduct business in Uganda.

Where a foreign company is insolvent the provisions of the Insolvency Act, 2011 shall apply.

  1. No more issuing of share warrants.

Companies are no longer mandated to issue share warrants to any person. A share warrant is a contract between an individual and an organization that allows the individual to trade the company shares at a fixed price on or before a pre-decided date. It grants the right to purchase shares at a predetermined price in the future

  1. Bankruptcy Restrictions.

The Act reduces the period in terms of restrictions on a discharged bankrupt from 5years to 2 years. The Rationality behind this is to try and reinforce stigma and encourage a fresh start for bankrupts.

Summarily, the Companies Amendment Act 2022 key changes majored on streamlining corporate governance, to ensure more transparency and efficiency in the corporate sector.


By Alinda .S. Rachel
CEPIL Legal Assistant

By Alinda .S. Rachel CEPIL Legal Assistant