Uganda
Corporate Guide

Are there any filing requirements for a change of directors or a change in shareholding in Uganda?

Yes. The Act provides for the notification of the Registrar of Companies under prescribed forms and processes, of any changes in the directorship or shareholding of the company. 

For a change in the directorship, there is a requirement that an ordinary resolution relating to the change in directorship, a resignation letter if the director resigns, and the notice of change of particulars of directors be filed with the URSB. 

For a change in the shareholding, there are two ways this is done: when there has been a transfer or transmission of the shares; and where there has been an increase of the share capital or creation of new shares or allotment of the unallotted shares.

For a transfer of shares:

• the company is required to file a board resolution approving the transfer;
• this must be accompanied by transfer forms signed by both the transferor and transferee;
• the forms for notification of the new beneficiary owners and the changes in the beneficiary ownership;
• share valuation report by an auditor on the value of shares of the company; and 
• copies of the identification documents of the new shareholders (if they are individuals).

In the case of a transmission of the shares (this occurs upon the death of a shareholder), the authorised representative (holding a grant of letters of administration or probate) shall notify the company of the death and the directors shall pass a resolution approving the transmission, which is filed with the URSB, accompanied by a death certificate and a certified grant of the letters of administration or probate sealed by the court.

For an allotment of the shares:

• if it is an allotment arising from an increase of the share capital and therefore creation of new shares:
  • an ordinary resolution shall be passed by the shareholders increasing the shares of the company and altering the memorandum of association of the company;
  • a board resolution allotting the newly created shares;
  • Form 12 (notice of increase of share capital);
  • Form 10 (return of allotment); and 
  • notification of the beneficiary owners. 
• For a further allotment of the unallotted shares:
  • a board resolution allotting the unallotted shares;
  • Form 10 (return of allotment); and 
  • notification of the beneficiary owners of the new shareholders.