Beneficial Ownership Form as a requirement for Incorporation of Companies and Partnerships in Uganda.

The Companies (Amendment) Act 2022 and The Partnership (Amendment) Act 2022, require every company and limited liability partnership registered in Uganda to keep a register of its beneficial owners. In accordance with the requirements of the Companies (Beneficial Owner) Regulations, 2023 and the Partnership (Beneficial Owner) Regulations, 2023, the beneficial owner register discloses the personal information of the beneficial owners of a company or partnership, the nature of the ownership or control they have in the company or partnership, and the date they ceased to be beneficial owners. The law requires that the notice of creation of the register be given to the Registrar of Companies within 14 days.

Meaning of a Beneficial Owner

The Companies (Amendment) Act 2022 and the Partnership (Amendment) Act 2022 define a beneficial owner as “a natural person who has final ownership or control of a company/partnership or a natural person on whose behalf a transaction is conducted in a company/partnership and includes a natural person who exercises ultimate control over a company/partnership.”

This commentary seeks to answer some of the commonly asked questions regarding compliance with the beneficial owner disclosure and registration requirement in Uganda:

Who is required to maintain a register of beneficial owners?

Complying with this requirement is straightforward for private companies whose shareholders/members are individuals. Companies whose shareholders/members are companies need to provide details of the individuals who ultimately own or control their respective shareholder companies. Subsidiaries need to provide details of the individuals who ultimately own or control their respective holding companies.  The following types of companies are expected to comply:

• a private company limited by shares including a single member company;
• a public company, including companies that are listed on a recognised stock exchange in Uganda;
• a company limited by guarantee; and
• a company registered as a foreign company or a branch.

What information must be included in the register of beneficial owners?

The register of beneficial owners must contain the following particulars:

• name, national identification number, occupation, postal address, mobile telephone number, tax identification number and email address of each beneficial owner;
• number of shares held by each beneficial owner;
• amount paid/unpaid on the shares held by the beneficial owner;
• summary of the activities in which the beneficial owner is engaged;
• date on which the beneficial owner is entered on the register; and
• the immigration status, passport and visa details, work permit status, where the relevant beneficial owner is foreigner resident in Uganda.

Where should the register of beneficial owners be kept?

The register must be kept at the registered office of the company, save for instances where it is created at an office other than the company’s registered office.

Should the registrar of companies be notified of the creation of the register of beneficial owners and the place where it is kept?

Yes, a company must notify the registrar of companies using a prescribed statutory form of the creation of the register and the place where it is kept within 14 days of creating the register. This form is provided for under Schedule 1 of the Beneficial Ownership Regulations.
If a company changes the place where the register of beneficial owners is kept after it is created, the company must notify the registrar of companies using a prescribed statutory form of the change within 14 days of the change.

What happens if a company’s beneficial shareholders change after the register of beneficial owners has been filed with URSB?

In this case, the company must notify the registrar of companies of the changes in its beneficial owners using a prescribed form. This form is provided for under Schedule 1 of the Beneficial Ownership Regulations.

What are the penalties imposed for non-compliance with the requirement to maintain a register of beneficial owners?

Failure to keep a register of beneficial owners attracts a fine of UGX 500,000 (approximately US$136). In addition, companies will also be penalised for failure to notify the registrar of companies of any changes in the beneficial owners or the place where the register is kept and for making false statement.

How do you submit Beneficial Owners’ Information?

The Uganda Registration of Services Bureau (URSB) has provided the Beneficial Ownership forms and can be assessed on its website at https://ursb.go.ug/forms/business-ownership-forms. For incorporated companies, the filled forms are thereafter submitted to URSB as legal documents after payment of the prescribed fees. For companies that are newly registering, all new applications for incorporation will only be processed upon submission of the beneficial owners’ information.