Legal Alert on Filing Annual Returns

Legal Alert on Filing Annual Returns

1. Background

1.1. Filing annual returns for a company with the company registrar is mandatory as encapsulated in Section 132 of the Companies Act 2012. It provides that every company which has a share capital must file annual returns with the registrar.

1.2. Annual returns show the changes that have occurred within the company during the year such as change of shareholding, directorship and the registered office of the company.

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2. When are you required to file the Annual Returns?

2.1. The annual returns should be made at least once every calendar year.

2.2. Section 134(1) of the Companies Act mandates company representatives to complete the annual returns within forty-two (42) days after the annual general meeting for the year of the annual return. The company must within such a period file the annual returns online at the URSB website as is the practice currently since last year.

2.3. Before filing the annual returns online, the requisite fees should be paid and the payment receipts attached while making the online application. For companies limited by shares, the fee is UGX 50,000 (Fifty Thousand Shillings) whereas for companies limited by guarantee the fees are UGX 30,000 (Thirty Thousand Shillings).

2.4. If a company fails to comply with this requirement, the company and every officer of the company who is in default shall be liable to a default fine as may be deemed fit by the registrar.

2.5. Additionally, when the company continuously defaults in filing annual returns, it is struck off the company register.

2.6. Lastly, the company officers cannot access services at the Uganda Registration Services Bureau like registering resolutions, debenture deeds, mortgage deeds, certification of company documents, among others.

3. What are the contents of an annual return?

3.1. The contents of an Annual Return of a company having share capital include the following:

  1. The registered office of the company and the company’s registered postal address
  2. Members and debenture holders
  3. Shares and Debentures
  4. Indebtedness
  5. Past and present members
  6. Directors and secretaries
  7. If the register of members is kept elsewhere than at the registered office of the company, the address of the place where it is kept; and
  8. If any register of holders of debentures of the company or any duplicate of any such register is kept elsewhere than at the registered office of the company, the address of the place where it is kept.

3.2. The contents of an Annual Return of a company which has no share capital include the following:

  1. The registered office of the company
  2. If the register of members is kept elsewhere than at the registered office of the company, the address of the place where it is kept.
  3. If any register of holders of debentures of the company or any duplicate of any such register is kept elsewhere than at the registered office of the company, the address of the place where it is kept.
  4. Particulars of the director and Secretary
  5. To what extent the company has complied with the principles of good corporate governance enshrined in Table F.

4. Key Attachments required

  1. Memorandum and Articles of Association of the company
  2. Identification documents of the members/subscribers, directors and the company secretary
  3. Power of Attorney/Resolution authorizing the agent who files the annual returns online.

5. Recommendation

We advise that the companies and NGOs which are non-compliant should file their annual returns with Uganda Registration Services Bureau.

Contact Persons

Stephen Tumwesigye

Managing Partner

Shadiya Uzama

Legal Associate

Georginah Namuyomba

Legal Associate Regulatory and Compliance

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