Uganda
Corporate Guide

What are the different types of companies that can be incorporated in Uganda?

The different types of companies include:

A private company limited by shares

• this may be a limited liability company with two or more members not exceeding 100; or
• a single-member company.

A private company restricts the right to transfer its shares and securities and prohibits any invitation to the public to subscribe for any shares or debentures of the company. 

The single-member company has only one shareholder who can be a natural person or a corporate person. The single member is required to appoint a nominee and an alternate nominee director. A nominee director is an individual nominated by the single member to act as director in case of the death of the single member (the law does not cater to an instance where the single member is a corporate person) and the alternate nominee director is an individual nominated by the single member to act as nominee director if the nominee director is unavailable or deceased.

A company limited by guarantee

This is a company having the liability of its members limited by the memorandum to the amount that the members undertake in the memorandum to contribute to the assets of the company if it is being wound up. This is the kind of company set up to carry out 
non-profit transactions. 

An unlimited company

This is a private company where there is no limit to the liability of the members. All members have an unlimited obligation to contribute to the assets of the company when it is being wound up. 

A public company

Generally, public companies have no restriction as to the number of members or shareholders; there is no restriction on the transfer of shares or securities. There is no prohibition to the public to subscribe for any shares or debentures of the company. The Code of Corporate Governance provided for under Table F of the Schedule to the Act is mandatory for public companies. The code outlines the roles of the board of directors, chief executive officer and company secretary. There are certain qualifications for the appointment of the board of directors, chief executive officer and company secretary, unlike in private companies.

Foreign companies or branches

A foreign company is incorporated outside Uganda and establishes a place of business in Uganda. This company is required to appoint a person(s) resident in Uganda authorised to receive notices or accept service of process on behalf of the company.