Act 1 Companies Act 2012 - ebiz.go.ug

1 ACTSSUPPLEMENT No. 118th September, SUPPLEMENTto The Uganda Gazette No. 52 Volume CV dated 18th September, by UPPC, Entebbe, by Order of the 1 Companies Act2012 THE Companies ACT, OF Register of INCORPORATION OFCOMPANIES Mode of forming an incorporated of a private companies6. Meaning of a public of with respect to Signature of on alteration of Mode in which and extent to which objects of company may of association11. Articles prescribing regulations for Regulations required in case of unlimited company or companylimited by Adoption and application of Table Adoption and application of Table and signature of of articles by special of memorandum and articles17.

2 Statutory forms of memorandum and Form for registration of a Registration of memorandum and the corporate Effect of memorandum and Conclusiveness of certificate of Re-registration of unlimited company as Re-registration of private company as a public Consideration for shares recently allotted to be Additional requirements relating to share of Modification for unlimited company to liability company becoming unlimited29. Re-registration of limited liability company as Certificate of company becoming limited31. Re-registration of unlimited company as of company becoming private33. Re-registration of public company as Objection to resolution under section Certificate of with respect to names of Reservation of name and prohibition of undesirable Power to require company to abandon misleading on trading under misleading Prohibition of improper use of limited.

3 Of Power to dispense with Ltd or Limited in name of charitableorganisation and other 1 Companies provisions with respect to memorandum and Interpretation of certain provisions in the memorandum, articles orresolutions of a company limited by Alterations in memorandum or articles increasing liability tocontribute to share capital not to bind existing members Power to alter conditions in memorandum which could have beencontained in Copies of memorandum and articles to be given to copies of memorandum to embody of Definition of Membership of a holding of number of members below a legal minimum in case of a public company49. Members severally liable for debts where a business is carried onwith fewer than the required number of and related Form of A company s capacity not limited by its Power of directors to bind the duty to enquire as to capacity of company or authority of Pre-incorporation Documents Bills of exchange and promissory Execution of deeds for a company to have official seal for use of 1 Companies SHARECAPITALANDDEBENTURES60.

4 Registration of Return as to , discounts and financial Power to pay certain commissions; prohibition of payment of allother commissions, discounts and related Prohibition of provision of financial assistance by company forpurchase of or subscription for its own or its holding company Special restrictions for public Relaxation of the rule in section 63 for private of shares at premium, discount and redeemable preference Application of premiums received on issue of to issue shares at a to issue redeemable preference provisions as to share of a company to arrange for different amounts being paidon Reserve liability of a limited liability Power of a company limited by shares to alter its share Notice to the registrar of consolidation of share capital.

5 Conversionof shares into stock and related Notice of increase of share Power of unlimited company to provide for reserve share capitalon Power of a company to pay interest out of capital in certain of share Special resolution for reduction of share Application to the court for a confirming order; objections bycreditors and settlement of the list of objecting 1 Companies Order confirming reduction and powers of the court on makingthat Registration of order and minute of Liability of members in respect of reduced Penalty for concealing the name of a creditor of shareholders of holders of special classes of of shares and debentures, evidence of title and related particulars83.

6 Nature of of not to be registered except on production of instrument Transfer by personal Transfer of shares in a single member Registration of transfer at request of Notice of refusal to register a Certification of a of a company with respect to issue of Certificate to be evidence of Transfer of title to securities without written of grant of Issue and effect of share warrants to Penalty for impersonation of Offences in connection with share provisions as to as to registers of debenture Rights of debenture holders and shareholders to inspect theregister of debenture holders and to have copies of a trust of trustees for debenture Perpetual to reissue redeemed debentures in certain Specific performance of contracts to subscribe for of certain debts out of assets subject to floating charge inpriority to claims under the 1 Companies REGISTRATION of charges with Registration of Duty of a company to register charges created by the Duty of a company to register charges existing on Certificate of registration of a Endorsement of certificate of registration on of satisfaction and release of property from of time to register as to company s register of charges and copies of instruments creating of instruments creating charges to be kept by the s register of to inspect copies of instruments creating mortgages andcharges and

7 Company s register of office and office of a of the situation of the registered office, theregistered postal address and of any change in of name by of amount of paid up of amount of capital subscribed and amount paid of of Index of Provisions as to entries in the register in relation to share of the register and Consequences of failure to comply with requirements as toregister owing to agent s 1 Companies Power to close the Power of the court to rectify Trusts not to be entered on the Register to be Power for a company to keep a branch Regulations as to a branch register130. Stamp duty in cases of shares registered in branch Provisions as to branch registers of Commonwealth companieskept in Annual return to be made by a company having a share Annual return to be made by company not having a share Time for completion of the annual Documents to be annexed to the annual Certificates to be sent by a private company with the and Statutory meeting and statutory general Convening of an extra ordinary general meeting on Length of notice for calling provisions as to meetings and Power of the court to order a Right to demand a on Representation of corporations at meetings of Companies and 1 Companies Circulation

8 Of members resolutions and related Special Resolution requiring special Registration and copies of certain resolutions and Resolution passed at adjourned Minutes of proceedings of meetings of company and of of minute and Keeping of books of Profit and loss account and balance provisions as to contents and form of Obligation to lay group accounts before the holding Form of group of group Financial year of the holding company and of holding company and subsidiary . of a balance Unqualified Accounts and auditors report to be annexed to the balance report to be attached to the balance to receive copies of the balance sheet and auditors Appointment and remuneration of Provisions as to resolution relating to appointment and removal for appointment as Auditors report and right of access to books and to attend and beheard at general Construction of references to documents annexed to by the Investigation by the Investigation to company s affairs on application of of a company s affairs in other 1 Companies Power of inspectors to carry an investigation into the affairs ofrelated Production of documents and evidence on

9 Inspector s Proceedings on an inspector s Expenses of investigation of a company s Inspector s report to be and powers of inspectors to investigate ownership ofa Power to require information as to persons interested in shares Power to impose restrictions on shares or Saving for advocates and and other Number of Nominee director of a single member of certain persons being sole director or secretary189. Avoidance of acts done by a person in dual capacity as directorand Qualifications of company Validity of acts of directors and on appointment or advertisement of Share qualifications of Appointment of directors to be voted on Removal of age for appointment of directors and retirement ofdirectors over the age Duty of directors to disclose age to the of Disqualification of Provisions as to undischarged bankrupts acting as Power to restrain fraudulent persons from managing of tax-free payments to Prohibition of loans and guarantees to Inter-company loans in same 1 Companies Transactions at behest of holding Funding of director s expenditure on

10 Duty to Loan by money-lending Civil remedies for breach of section Criminal penalties for breach of section Connected and related of the company necessary for payment by it to directorfor loss of Approval of the company necessary for any payment inconnection with transfer of its property to director for loss ofoffice and related Duty of director to disclose payment for loss of office, made inconnection with take-over or transfer of shares in Provisions supplementary to sections 211 to of director s shareholding and related Particulars in accounts of directors salaries, pensions and duty to make disclosure for purposes of sections 215 and by directors of interests in Substantial property transactions involving directors and Exceptions to section arising from contravention of section of certain transactions involving directors and of sections 219 and 225 to spouses and with sole members who are Duty of director to disclose shareholdings in own Register of directors for Register of directors and with respect to directors in trade catalogues, circularsand related liability company may have directors with unlimited resolution of limited liability company making liability ofdirectors unlimit