Companies Act PDF
Companies Act PDF
Companies Act PDF
An Act to amend and consolidate the law relating to the incorporation, regulation and winding up of
companies and other associations and to make provision for other related and connected matters.
PART I PRELIMINARY.
Interpretation.
(1) In this Act, unless the context otherwise requires---
(a) accounts" includes a companys group accounts, whether prepared in the form of accounts or not;
(b) annual return" means the return required to be made, in the case of a company having a share capital,
under section 125, and in the case of a company not having a share capital, under section;
(c) approved stock exchange" means a stock exchange approved under section 24 of the Capital Markets
Authority Act and includes an interim stock trading facility approved under section 90 of that Act;
(d) articles" means the articles of association of a company, as originally framed or as altered by special
resolution, including so far as they apply to the company, the regulations contained in Table A in the First
Schedule to any of the repealed Ordinances or in Table A in the First Schedule to this Act;
(e) " book and paper" and "book or paper" include accounts, deeds, writings and documents;
(f) company means a company formed and registered under this Act or an existing company;
(g) " company limited by guarantee" and "company limited by shares" have the meanings assigned to them
respectively by section 3(2);
(h) contributory has the meaning assigned to it by section 214;
(i) court", used in relation to a company, means the court having jurisdiction to wind up the company;
(j) creditors voluntary winding up" has the meaning assigned to it by section 28 1(4);
(k) debenture" includes debenture stock, bonds and any other securities of a company whether constituting
a charge on the assets of the company or not;
(1) director" includes any person occupying the position of director by whatever name called;
(m) document" includes summons, notice, order and other legal process, and registers;
(n) existing company" means a company formed and registered under any of the repealed ordinances;
(o) financial year" means, in relation to any body corporate, the period in respect of which any profit and
loss account of the body corporate laid before it in general meeting is made up, whether that period is a year
or not;
(p) general rules" means rules made by the Minister under section 348;
(q) group accounts" has the meaning assigned to it by section 150(1);
(r) holding company" means a holding company as defined by section 154;
(s) insurance company" means a company which carries on the business of insurance either solely or in
conjunction with any other business;
(t) issued generally" means, in relation to a prospectus, issued to persons who are not existing members or
debenture holders of the company;
(u) limited company" means a company limited by shares or a company limited by guarantee;
(v) members voluntary winding up" has the meaning assigned to it by section 281(4);
(w) memorandum" means the memorandum of association of a company, as originally framed or as altered
from time to time;
(x) minimum subscription" has the meaning assigned to it by section 49(3);
(y) officer", in relation to a body corporate, includes a director, manager or secretary;
(z) personal representative" means;
(i) in the case of a deceased person to whom the Succession Act applies either wholly or in part, his or her
executor or administrator;
(ii) in the case of any other deceased person, any person who, under law or custom, is responsible for
administering the estate of such deceased person;
(a) "printed" means reproduced by original letterpress or by such other means as may be prescribed;
(b) private company" has the meaning assigned to it by section 29(1);
(c) prospectus" means any prospectus, notice, circular, advertisement, or other invitation, offering to the
public for subscription or purchase any shares or debentures of a company;
(d) registrar" means the registrar of companies or any assistant registrar or other officer performing under
this Act the duty of registration of companies;
(e) repealed Companies Ordinance" means the Companies Ordinance, Chapter 212 of the Laws of Uganda
(Revised Edition), 1951;
(f) repealed Ordinances" means the Indian Companies Act, 1882, (as applied to Uganda), the Companies
Ordinance, 1923 (No. 6 of 1923) and the repealed Companies Ordinance;
(g) resolution for reducing share capital" has the meaning assigned to it by section 68(2);
(h) resolution for voluntary winding up" has the meaning assigned to it by section 276(2);
(i) share" means share in the share capital of a company, and includes stock except where a distinction
between stock and shares is expressed or implied;
(j) share warrant" has the meaning assigned to it by section 85(2);
(k) statutory meeting" means the meeting required to be held by section 130(1);
(l) statutory report" has the meaning assigned to it by section 130(2);
(m) "subsidiary" means a subsidiary as defined by section 154;
(n) Table A" means Table A in the First Schedule to this Act;
(o) time of the opening of the subscription lists" has the meaning assigned to it by section 52(2);
(p) unlimited company" has the meaning assigned to it by section 3(2).
(2) A person shall not be deemed to be within the meaning of any provision of this Act a person in
accordance with whose directions or instructions the directors of a company are accustomed to act, by
reason only that the directors of the company act on advice given by him or her in a ring the
professional capacity.
(3) References in this Act to a body corporate or to a corporation shall be construed as not including a
corporation sole but as including a company incorporated outside Uganda.
(4) Any provision of this Act overriding or interpreting a companys articles shall, except as provided by
this Act, apply in relation to articles in force at the commencement of this Act, as well as to articles coming
into force thereafter, and shall apply also in relation to a companys memorandum as it applies in relation
to its articles.
2. Register of companies.
There shall be kept by the registrar a record called "the Register of Companies" in which shall be entered all
the matters prescribed by this Act.
memorandum of association
(b) no subscriber of the memorandum may take less than one share;
(c) each subscriber must write opposite to his or her name the number of shares he or she takes.
(5) The debentures entitling the holders to object to alterations of a companys objects shall be any
debentures secured by a floating charge which were issued or first issued before the 1st January, 1961, or
form part of the same series as any debentures so issued, and a special resolution altering a companys
objects shall require the same notice to the holders of any such debentures as to members of the company.
(6) In default of any provisions regulating the giving of notice to any such debenture holders, the provisions
of the company's articles regulating the giving of notice to members shall apply.
(7) In the case of a company which is, by virtue of a licence from the Minister, exempt from the obligation
to use the word limited as part of its name, a resolution altering the company s objects shall also require
the same notice to the Minister as to members of the company.
(8) Where a company passes a resolution altering its objects---
(a) if no application is made with respect thereto under this section, it shall within fourteen days from the
end of the period for making such an application deliver to the registrar of companies a printed copy of its
memorandum as altered; and
(b) if such an application is made it shall
(i) forthwith give notice of that fact to the registrar; and
(ii) within fourteen days from the date of any order cancelling or confirming the alteration wholly or in part,
deliver to the registrar a certified copy of the order and, in the case of an order confirming the alteration
wholly or in part, a printed copy of the memorandum as altered.
(9) The court may by order at any time extend the time for the delivery of documents to the registrar under
subsection (8)(b) for such period as the court may think proper.
(10) If a company makes default in giving notice or delivering any document to the registrar of companies
as required by subsection (8), the company and every officer of the company who is in default are liable to a
default fine of two hundred shillings.
(11) The validity of an alteration of the provisions of a companys memorandum with respect to the objects
of the company shall not be questioned on the ground that it was not authorised by subsection (1) except in
proceedings taken for the purpose (whether under this section or otherwise) before the expiration of thirty
days after the date of the resolution in that behalf and where any such proceedings are taken otherwise than
under this section, subsections (8), (9) and (10) shall apply in relation to the proceedings as if they had been
taken under this section and as if an order declaring the alteration invalid were an order cancelling it and as
if an order dismissing the proceedings were an order confirming the alteration.
(12) In relation to a resolution for altering the provisions of a companys memorandum with respect to the
objects of the company passed before the 1st January, 1961, this section shall have effect as it~ in lieu of
the exception to subsection (1) and subsections (2) to (11), there had been enacted in this section the
provisions of section 7(2) to (7) of the repealed Companies Ordinance.
company proposes to be registered and if the company has a share capital, the amount of share capital with
which the company proposes to be registered.
(2) In the case of a company limited by guarantee, the articles must state the number of members with
which the company proposes to be registered.
(3) Where an unlimited company or a company limited by guarantee has increased the number of its
members beyond the registered number, it shall, within fourteen days after the increase was resolved on or
took place, give to the registrar notice of the increase, and the registrar shall record the increase.
(4) If default is made in complying with subsection (3), the company and every officer of the company who
is in default are liable to a default fine.
Registration.
(1) The registrar may, on written application, reserve pending registration of a company or a change of
name by an company. Any such reservation shall remain in force for a period days or such longer period,
not exceeding sixty days, as the registrar special reasons, allow, and during that period no other company
entitled to be registered with that name.
(2) No name shall be reserved and no company shall be registered by a name which, in the opinion of the
registrar, is undesirable.
20. Power to dispense with limited" in the name of charitable and other companies; licences
issued under this section.
(1) Where it is proved to the satisfaction of the Minister that an association about to be formed as a limited
company is to be formed for promoting commerce, art, science, religion, charity or any other useful object,
and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the
payment of any dividend to its members, the Minister may by licence direct that the association may be
registered as a company with limited liability, without the addition of the word "limited" to its name, and
the association may be registered accordingly and shall, on registration, enjoy all the privileges and, subject
to this section, be subject to all the obligations of limited companies.
(2) Where it is proved to the satisfaction of the Minister ---
(a) that the objects of a company registered under this Act as a limited company are restricted to those
specified in subsection (1) and to objects incidental or conducive to them; and
(b) that by its constitution the company is required to apply its profits, if any, or other income in promoting
its objects and is prohibited from paying any dividend to its members, the Minister may by licence authorise
the company to make by special resolution a change in its name including or consisting of the omission of
the word limited", and section 19(3) and (4) shall apply to a change of name under this subsection as they
apply to a change of name under that section.
(3) A licence by the Minister under this section may be granted on such conditions and subject to such
regulations as the Minister thinks fit, and those conditions and regulations shall be binding on the body to
which the licence is granted, and where the grant is under subsection (1) shall, if the Minister so directs, be
inserted in the memorandum and articles, or in one of those documents.
(4) A body to which a licence is granted under this section shall be ~al excepted from the provisions of this
Act relating to the use of the word "limited" as any part of its name, the publishing of its name and the
sending be of lists of members to the registrar.
(5) The Minister may upon the recommendation of the registrar revoke a licence under this section, and
upon revocation the registrar shall enter in the register the word "limited" at the end of the name of the
body to which it was granted, and the body shall cease to enjoy the exemptions and an privileges or, as the
case may be, the exemptions granted by this section; but for before recommendation is made to the
Minister, the registrar shall give to the body notice in writing of his or her intention and shall afford it an
opportunity of being heard in opposition to the revocation.
(6) Where a body in respect of which a licence under this section is in force alters the provisions of its
memorandum with respect to its objects, the registrar may (unless he or she sees fit to recommend the
revocation of the licence) recommend to the Minister the variation of the licence by making it subject to
such conditions and regulations as the Minister may think fit, in lieu of or in addition to the conditions and
regulations, if any, to which the licence was formerly subject.
(7) Where a licence granted under this section to a body the name of which contains the words Chamber
of Commerce" is revoked, the body shall, within six weeks from the date of revocation or such longer
period as the registrar may think fit to allow, change its name to a name which does not contain those
words, and---
(a) the notice to be given under subsection (5) to that body shall include a statement of the effect of the
foregoing provisions of this subsection; and
(b) section 19(3) and (4) shall apply to a change of name under this subsection as they apply to a change of
name under that section.
(8) If the body makes default in complying with the requirements of subsection (7), it is liable to a fine not
exceeding one thousand shillings for every day during which the default continues.
limited by guarantee.
(1) In the case of a company limited by guarantee and not having a share capital, and registered after the 3rd
April, 1923, every provision in the memorandum or articles or any resolution of the company purporting to
five any person a right to participate in the divisible profits of the company otherwise than as a member
shall be void.
(2) For the purpose of the provisions of this Act relating to the memorandum of a company limited by
guarantee and of this Section, every provision in the memorandum or articles, or in any resolution, of a
company of limited by guarantee and registered on or after the 3rd April, 1923, purporting to divide the
undertaking of the company into shares or interests shall be treated as a provision for a share capital,
notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.
23. Alterations in memorandum or articles increasing liability to contribute to share capital not to
bind existing members without consent.
Notwithstanding anything in the memorandum or articles of a company, no member of the company shall
be bound by an alteration made in the memorandum or articles after the date on which he or she became a
member, if and so far as the alteration requires him or her to take or subscribe for more shares than the
number held by him or her at the date on which the alteration is made, or in any way increases his or her
liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company; but
this section shall not apply in any case where the member agrees in writing, either before or after the
alteration is made, to be bound by the alteration.
24. Power to alter conditions in memorandum which could have been contained in articles.
(1) Subject to sections 23 and 211, any condition contained in a companys memorandum which could
lawfully have been contained in articles of association instead of in the memorandum may, subject to this
section, be altered by the company by special resolution; but if an application is made to the court for the
alteration to be cancelled, it shall not have effect except insofar as it is confirmed by the court.
(2) This section shall not apply where the memorandum itself provides for or prohibits the alteration of any
of the said conditions, and shall not authorise any variation or abrogation of the special rights of any class
of members.
(3) Section 7(2), (3), (4), (8) and (10) (except subsection (2)(b)) shall the apply in relation to any alteration
and to any application made under this very section as they apply in relation to alterations and to
applications made under that section.
(4) This section shall apply to a companys memorandum whether registered before or after the
commencement of this Act.
company who is in default are liable for each offence to a fine not exceeding two hundred shillings.
Membership of a company
Private Companies
company and persons who, having been formerly in the employment of the company, were while in that
employment, and have continued after the determination of that employment to be, members of the
company; and
(c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.
(2) Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes
of this section, be treated as a single member.
exceeding ten thousand shillings or to both, unless lie or she proves either that the untrue statement was
immaterial or that he or she had reasonable ground to believe and did up to the time of the delivery for
registration of the statement in lieu of prospectus believe that the untrue statement was true.
(5) For the purposes of this section
(a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading
in the form and context in which it is included: and
(b) a statement shall be deenied to be included in a statement in lieu of prospectus if it is contained therein
or in any report or memorandum appearing on the face thereof or by reference incorprated therein.
32. Members severally liable for debts where a business is carried on with fewer than the required
number of members.
If at any time the number of members of a company is reduced, in the case of a private company, below
two, or, in the case of any other company, below seven, and it carries on business for more than six months
while the number is so reduced, every person who is a member of the company during the time that it so
carries on business after those six months and is cognisant of the fact that it is carrying on business with
fewer than two members, or seven members, as the case may be, is severally liable for the payment of the
whole debts of the company contracted during that time, and may be severally sued for the payment of
those debts.
Contracts, etc.
(1) A company may, by writing under its common seal, empower any person, either generally or in respect
of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in Uganda.
(2) A deed signed by such an attorney on behalf of the company and under his or her seal shall bind the
company and have the same effect as if it were under its common seal.
36. Power for a company to have official seal for use abroad.
(1) A company whose objects require or comprise the transaction of business beyond the limits of Uganda
may, if authorised by its articles, have for use in any place not situate in Uganda an official seal which shall
take the ed form of an embossed metal die, which shall be a facsimile of the common seal of the company,
with the addition on its face of the name of every place or where it is to be used.
(2) A deed or other document to which an official seal is duly affixed shall bind the company as if it bad
been sealed with the common seal of the company.
(3) A company having an official seal for use in any such place may, by writing under its common seal,
authorise any person appointed for the purpose in that place, to affix the official seal to any deed or other
document to which the company is party in that place.
(4) The authority of any such agent shall, as between the company and any person dealing with the agent.
continue during the period, if any, mentioned in the instrument conferring the authority, or in no period is
there mentioned, then until notice of the revocation or determination of the agents authority has been
given to the person dealing with him or her.
(5) The person affixing any such official seal shall, by writing under his or her hand, certify on the deed or
other instrument to which the seal is affixed, the date on which and the place at which it is affixed.
Prospectus
(3) Subject to section 40, it shall not be lawful to issue any form of application for shares in or debentures
of a company unless the form is issued with a prospectus which complies with the requirements of this
section; except that this subsection shall not apply if it is shown that the form of application was issued
either---
(a) in connection with a bona fide invitation to a person to enter into an underwriting agreement with
respect to the shares or debentures; or
(b) in relation to shares or debentures which were not offered to the public.
(4) If any person acts in contravention of subsection (3), he or she is liable to a fine not exceeding ten
thousand shillings.
(5)In the event of noncompliance with or contravention of any of the requirements of this section, a
director or other person responsible for the prospectus shall not incur any liability by reason of the
noncompliance or contravention, if
(a) as regards any matter not disclosed, he or she proves that he or she was not cognisant thereof;
(b) he or she proves that the noncompliance or contravention arose from an honest mistake of fact on his
or her part; or
(c) the noncompliance or contravention was in respect of matters which in the opinion of the court dealing
with the case were immaterial or was otherwise such as ought, in the opinion of that court, having regard to
all the circumstances of the case, reasonably to be excused, but in the event of failure to include in a
prospectus a statement with respect to the matters specified in paragraph 16 of the Third Schedule to this
Act, no director or other person shall incur any liability in respect of the failure unless it is proved that he or
she had knowledge of the matters not disclosed.
(6) This section shall not apply
(a) to the issue to existing members or debenture holders of a company of a prospectus or form of
application relating to shares in or debentures of the company, whether an applicant for shares or
debentures will or will not have the right to renounce in favour of other persons; or
(b) to the issue of a prospectus or form of application relating to shares or debentures which are or are to
be in all respects uniform with shares or debentures previously issued, but, subject as aforesaid, this section
shall apply to a prospectus or a form of application whether issued on or with reference to the formation of
a company or subsequently.
(2) If, after delivery of the prospectus for registration but prior to its registration, the expert withdraws his
or her consent, the person who has delivered the prospectus for registration shall immediately notify the
registrar.
(3) If any prospectus is issued in contravention of this section, the company and every person who is
knowingly a party to the issue of the prospectus are liable to a fine not exceeding ten thousand shillings.
(4) In this section, "expert" includes engineer, valuer, accountant and any other person whose profession
gives authority to a statement made by him or her.
(c) where the registrar has, under subsection (4) referred the prospectus to the Capital Markets Authority for
its opinion, the authority has approved the prospectus.
(6) If a prospectus is issued without a copy of it being delivered under this section to the registrar or
without the copy so delivered having endorsed on it or attached to it the required documents, the company,
and every person who is knowingly a party to the issue of the prospectus, are liable to a tine not exceeding
one hundred shillings for every day from the date of the issue of the prospectus until a copy of it is so
delivered with the required documents endorsed on it or attached to it.
previously to the statutory meeting vary or the terms of a contract referred to in the prospectus or
statement in lieu of prospectus, except subject to the approval of the statutory meeting.
(2) This section shall not apply to a private company but shall apply to a company which was a private
company before becoming a public company.
not apply in the case of a person liable, by reason of his or her having given a consent required of him or
her by section 41, as a person who has authorised the issue of the prospectus in respect of an untrue
statement purporting to be made by him or her as an expert.
(3) A person who, apart from this subsection would under subsection (1) be liable, by reason of his or her
having given a consent required of him or her by section 41 , as a person who has authorised the issue she
of a prospectus in respect of an untrue statement purporting to be made by him or her as an expert shall
not be so liable if he or she proves---
(a) that, having given his or her consent under section 41 to the issue of the prospectus, he or she withdrew
it in writing before delivery of a copy of the prospectus for registration:
(b) that, after delivery of a copy of the prospectus for registration and before allotment under it, he or she,
on becoming aware of the untrue statement, withdrew his or her consent in writing and gave reasonable
public notice of the withdrawal and of the reason for the withdrawal: or
(c) that he or she was competent to make the statement and that he or she had reasonable ground to believe
and did up to the time of the allotment of the shares or debentures believe that the statement was true.
(4) Where---
(a) the prospectus contains the name of a person as a director of the company, or as having agreed to
become a director of the company, and he or she has not consented to become a director, or has withdrawn
his or her consent before the issue of the prospectus, and has not authorised or consented to the issue of
the prospectus; or
(b) the consent of a person is required under section 4 1 to the issue of the prospectus and he or she either
has not given that consent or has withdrawn it before the issue of the prospectus, the directors of the
company, except any without whose knowledge or consent the prospectus was issued, and any other person
who authorised the issue of the prospectus are liable to indemnify the person named as aforesaid or whose
consent was required as aforesaid against all damages, costs and expenses to which he or she may be made
liable by reason of his or her name having been inserted in the prospectus or of the inclusion in the
prospectus of a statement purporting to be made by him or her as an expert, as the case may be, or in
defending himself or herself against any action or legal proceeding brought against him or her in respect of
the prospectus.
(5) A person shall not be deemed for the purposes of subsection (4) to have authorised the issue of a
prospectus by reason only of his or her having given the consent required by section 41 to the inclusion in
the prospectus of a statement purporting to be made by him or her as an expert.
(6) For the purposes of this section---
(a) "promoter" means a promoter who was a party to the preparation of the prospectus, or of the portion of
it containing the untrue statement, hut does not include any person by reason of his or her acting in a
professional capacity for persons engaged in procuring the formation of the company: and
(b) "expert" has the same meaning as in section 41
the time of the issue of the prospectus, believe that the statement was true.
(2) A person shall not be deemed for the purpose of this section to have authorised the issue of a
prospectus by reason only of his or her having given the consent required by section 41 to the inclusion in it
of a statement purporting to be made by him or her as an expert.
47. Document containing an offer of shares or debentures for sale to be deemed a prospectus.
(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all
or any of those shares or debentures being offered for sale to the public, any document by which the offer
for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company,
and all enactments and rules of law as to the contents of prospectuses and to liability in respect of
statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have
effect accordingly, as if the shares or debentures had been offered to the public for subscription and as ii
persons accepting the offer in respect of any shares or debentures were subscribers for those shares or
debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in
respect of misstatements contained in the document or otherwise in respect thereof.
(2) For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of or
an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered
for sale to the public if it is shown---
(a) that an offer of the shares or debentures or of any of them for sale to the public was made within six
months after the allotment or agreement to allot; or
(b) that at the date when the offer was made the whole consideration to be received by the company in
respect of the shares or debentures had not been so received.
(3) Section 39 as applied by this section shall have effect as if it required a prospectus to state in addition to
the matters required by that section to be stated in a prospectus
(a) the net amount of the consideration received or to be received by the company in respect of the shares
or debentures to which the offer relates: and
(b) the place and time at which the contract under which those shares or debentures have been or are to be
allotted may be inspected, and section 42 as applied by this section shall have effect as though the persons
making the offer were persons named in a prospectus as directors of a company.
(4) Where a person making an offer to which this section relates is a company or a firm, it shall be sufficient
if the document aforesaid is signed on behalf of the company or firm by two directors of the company or
not less than half of the partners, as the case may be, and any such director or partner may sign by his or her
agent authorised in writing.
Allotment
50. Prohibition of allotment in certain cases unless a statement in lieu of a prospectus is delivered
to the registrar.
(1) A company having a share capital which does not issue a d in the prospectus on or with reference to its
formation, or which has issued such a prospectus but has not proceeded to allot any of the shares offered to
the public for subscription, shall not allot any of its shares or debentures unless at least three days before
the first allotment of either shares or debentures there has been delivered to the registrar for registration a
statement in lieu of prospectus signed by every person who is named in it as a director or a proposed
director of the company or by his or her agent authorised in writing, in the form and containing the
particulars set out in Part 1 of the Fourth Schedule to this Act and, in the cases mentioned in Part 11 of that
Schedule, setting out the reports specified in that Part, and Parts I and II shall have effect subject to Part III
of that Schedule.
(2) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any
such report as aforesaid have made in it or have, without giving the reasons, indicated in it any such
adjustments as are mentioned in paragraph 5 of the Fourth Schedule, have endorsed thereon or attached to
it a written statement signed by those persons setting out the adjustments and giving the reasons therefore.
(3) This section shall not apply to a private company.
(4) If a company acts in contravention of subsection (1) or (2), the company and every director of the
company who knowingly and willfully authorises or permits the contravention are liable to a fine not
exceeding two thousand shillings.
(5) Where a statement in lieu of prospectus delivered to the registrar under subsection (1) includes any
untrue statement, any person who authorised the delivery of the statement in lieu of prospectus for
registration is liable on conviction to imprisonment for a term not exceeding two years to a fine not
exceeding ten thousand shillings or to both, unless he or she proves either that the untrue statement was
immaterial or that he or she had reasonable ground to believe and did up to the time of delivery for
registration of the statement in lieu of prospectus believe that the untrue statement was true.
(6) For the purposes of this section
(a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading
in the form and context in which it is included and
(b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein
or in any report or memorandum appearing on the face thereof or by reference incorporated therein.
(b) in relation to a prospectus offering shares for sale with the following modifications
(i) references to sale shall be substituted for references to allotment;
(ii) the Persons by whom the offer is made, and not the company, shall be liable under subsection (2) to
repay money received from applicants, and references to the companys liability under that subsection shall
be construed accordingly; and
(iii) for the reference in subsection (3) to the company and every officer of the company who is in default,
there shall be substituted a reference to any person by or through whom the offer is made and who
knowingly and willfully authorises or permits the default.
55. Power to pay certain commissions; prohibition of payment of all other commissions, discounts,
etc.
(1) A company may pay a commission to any person in consideration of his or her subscribing or agreeing
to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for any shares in the company if---
(a) the payment of the commission is authorised by the articles;
(b) the commission paid or agreed to be paid does not exceed 10 percent of the price at which the shares
are issued or the amount or rate authorised by the articles, whichever is the less;
(c) the amount or rate percent of the commission paid or agreed to be paid is---
(i) in the case of shares offered to the public for subscription, disclosed in the prospectus; or
(ii) in the ease of shares not offered to the public for subscription, disclosed in the statement in lieu of
prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of
prospectus and delivered before the payment of the commission to the registrar for registration, and, where
a circular or notice, not being a prospectus, inviting subscription for the shares is issued, also disclosed in
that circular or notice: and
(d) the number of shares which persons have agreed for a commission to subscribe absolutely is disclosed
in the manner aforesaid.
(2) Except as aforesaid, no company shall apply any of its shares or capital money either directly or
indirectly in payment of any commission, discount or allowance, to any person in consideration of his or
her subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the company,
or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the
company, whether the shares or money be so applied by being added to the purchase money of any
property acquired by the company or to the contract price of any work to be executed for the company, or
the money be paid out of the nominal purchase money or contract price, or otherwise.
(3) Nothing in this section shall affect the power of any company to pay such brokerage as it has heretofore
been lawful for a company to pay.
(4) A vendor to, promoter of, or other person who receives payment in money or shares from, a company
shall have and shall be deemed always to have had power to apply any part of the money or shares so
received in payment of any commission, the payment of which, if made directly by the company, would
have been legal under this section.
(5) If default is made in complying with the provisions of this section relating to the delivery to the registrar
of the statement in the prescribed form, the company and every officer of the company who is in default
are liable to a fine not exceeding five hundred shillings.
56. Prohibition of provision of financial assistance by a company for purchase of or subscription for
its own or its holding companys shares.
(1) Subject as provided in this section, it shall not be lawful for a company to give, whether directly or
indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial
assistance for the purpose of or in connection with a purchase or subscription made or to be made by any
person of or for any shares in the company, or, where the company is a subsidiary company, in its holding
company.
(2) Nothing in this section shall be taken to prohibit---
(a) where the lending of money is part of the ordinary business of a company, the lending of money by the
company in the ordinary course of its business;
(b) the provision by a company, in accordance with any scheme for the time being in force, of money for
the purchase of, or subscription for, fully-paid shares in the company or its holding company, being a
purchase or subscription by trustees of or for shares to be held by or for the benefit of employees of the
company, including any director holding a salaried employment or office in the company;
(c) the making by a company of loans to persons, other than directors, bona fide in the employment of the
company with a view to enabling those persons to purchase or subscribe for fully-paid shares in the
company or its holding company to be held by themselves by way of beneficial ownership.
(3)If a company acts in contravention of this section, the company and every officer of the company who is
in default are liable to a fine not exceeding twenty thousand shillings.
(1) Subject as provided in this section, a company may issue at a discount shares in the company of a class
already issued; except that---
(a) the issue of the shares at a discount must be authorised by resolution passed in general meeting of the
company and must be sanctioned by the court;
(b) the resolution must specify the maximum rate of discount at which the shares are to be issued;
(C) not less than one year must at the date of the issue have elapsed since the date on which the company
was entitled to commence business;
(d) the shares to be issued at a discount must be issued within one month after the date on which the issue
is sanctioned by the court or within such extended time as the court may allow.
(2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to
the court for an order sanctioning the issue, and on any such application the court, if, having regard to all
the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such
terms and conditions as it thinks fit.
(3) Every prospectus relating to the issue of the shares must contain particulars of the discount allowed on
the issue of the shares or of so much of that discount as has not been written off at the date of the issue of
the prospectus.
(4) if default is made in complying with subsection (3), the company and every officer of the company who
is in default are liable to a default fine.
shares in pursuance of this subsection; but where new shares are issued before the redemption of the old
shares, the new shares shall not, so far as relates to stamp duty, be deemed to have been issued in pursuance
of this subsection unless the old shares are redeemed within one month after the issue of the new shares.
(5) The capital redemption reserve fund may, notwithstanding anything in this section, be applied by the
company in paying up un-issued shares of the company to be issued to members of the company as fully
paid bonus shares.
61. Power of a company to arrange for different amounts being paid on shares.
A company, if so authorised by its articles, may do any one or more of the following things---
(a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and
times of payment of calls on their shares;
(b) accept from any member the whole or a part of the amount remaining unpaid on any shares held by him
or her, although no part of that amount has been called up;
(c) pay dividend in proportion to the amount paid up on each share where a larger amount is paid up on
some shares than on others.
64.Notice to the registrar of consolidation of share capital, conversion of shares into stock, etc.
(1) If a company having a share capital has---
(a) consolidated and divided its share capital into shares of larger amount than its existing shares;
(b) converted any shares into stock;
(c) reconverted stock into shares;
(d) subdivided its shares or any of them;
(e) redeemed any redeemable preference shares; or
(f) cancelled any shares, otherwise than in connection with a reduction of a share capital under section 68, it
shall within thirty days after so doing give notice thereof to the registrar specifying as the case may be, the
shares consolidated, divided, converted, subdivided, redeemed or cancelled, or the stock reconverted.
(2) If default is made in complying with this section, the company and every officer of the company who is
in default are liable to a default fine.
66. Power of unlimited company to provide for reserve share capital on re-registration.
An unlimited company having a share capital may, by its resolution for registration as a limited company in
pursuance of this Act, do either or both of the following things---
(a) increase the nominal amount of its share capital by increasing the nominal amount of each of its shares,
but subject to the condition that no part of the increased capital shall be capable of being called up except in
the event and for the purposes of the company being wound up;
(b) provide that a specified portion of its uncalled share capital shall not be capable of being called up
except in the event and for the purposes of the company being wound up.
(b) no such payment, whether authorised by the articles or by special resolution, shall be made without the
previous sanction of the registrar;
(c) before sanctioning any such payment the registrar may, at the expense of the company, appoint a person
to inquire and report to him or her as to the circumstances of the case, and may, before making the
appointment, require the company to give security for the payment of the costs of the inquiry;
(d) the payment shall be made only for such period as may be determined by the registrar, and that period
shall in no case extend beyond the close of the half-year next after the half-year during which the works or
buildings have been actually completed or the plant provided;
(e) the rate of interest shall in no case exceed 5 percent per year or such other rate as the Minister may for
the time being by statutory instrument prescribe;
(f) the payment of the interest shall not operate as a reduction of the amount paid Up on the shares in
respect of which it is paid.
69. Application to the court for a confirming order; objections by creditors and settlement of the list
of objecting creditors.
(1) Where a company has passed a resolution for reducing share capital, it shall apply by petition to the
court for an order confirming the reduction.
(2) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid
share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the
court so directs, the following provisions shall have effect, subject, nevertheless, to subsection (3) ---
(a) every creditor of the company who at the date fixed by the court is entitled to any debt or claim which, if
that date were the commencement of the winding up of the company would be admissible in proof against
the company, shall be entitled to object to the reduction;
(b) the court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as
possible without requiring an application from any creditor, the names of those creditors and the nature and
amount of their debts or claims, and may publish notices fixing a day or days within which creditors not
entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the
reduction;
(c) where a creditor entered on the list whose debt or claim is not discharged or has not determined does
not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor, on
the company securing payment of his or her debt or claim by appropriating, as the court may direct, the
following amount ---(i) if the company admits the full amount of the debt or claim, or though not admitting
it, is willing to provide for it, then the full amount of the debt or claim;
(ii) if the company does not admit and is not willing to provide for the full amount of the debt or claim, or
if the amount is contingent or not ascertained, then an amount fixed by the court after the like inquiry and
adjudication as if the company were being wound up by the court.
(3) Where a proposed reduction of share capital involves either the diminution of any liability in respect of
unpaid share capital or the payment to any shareholder of any paid-up share capital, the court may, if having
regard to any special circumstances of the case it thinks proper so to do direct that subsection (2) shall not
apply as regards any class or classes of creditors.
70. Order confirming the reduction and powers of the court on making such order.
(1) The court, if satisfied, with respect to every creditor of the company who under section 69 is entitled to
object to the reduction, that either his or her consent to the reduction has been obtained or his or her debt
or claim has been discharged or has determined, or has been secured, may make an order confirming the
reduction on such terms and conditions as it thinks fit.
(2) Where the court makes any such order, it may
(a) if for any special reason it thinks proper so to do, make an order directing that the company shall, during
such period, commencing on or at any time after the date of the order, as is specified in the order, add to its
name as the last words thereof the words and reduced"; and
(b) make an order requiring the company to publish as the court directs the reason for reduction or such
other information in regard thereto as the court may think expedient with a view to giving proper
information to the public and, if the court thinks fit, the causes which led to the reduction.
(3) Where a company is ordered to add to its name the words and reduced, those words shall, until the
expiration of the period specified in the order, be deemed to be part of the name of the company.
persons who did not consent to or vote in favour of the resolution for the variation, may apply to the court
to have the variation cancel led, and, where any such application is made, the variation shall not have effect
until it is confirmed by the court.
(2) An application under this section shall be made by petition within thirty days after the date on which the
consent was given or the resolution was passed and may be made on behalf of the shareholders entitled to
make the application by such one or more of their number as they may appoint in writing for the purpose.
(3) On any such application, the court, after hearing the applicant ones and any other persons who apply to
the court to be heard and appear to the court to be interested in the application, may, if it is satisfied, having
regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of
the class represented by the applicant, disallow the variation, and shall, if not so satisfied, confirm the
variation.
(4) The decision of the court on any such application shall be final.
(5) The company shall within thirty days after the making of an or order by the court on any such
application forward a certified copy of the order to the registrar, and, if default is made in complying with
this provision, the company and every officer of the company who is in default are liable to a default fine.
(6) In this section , "variation" includes abrogation, and "varied" shall be construed accordingly.
of transfer.
(2) For the purposes of subsection (1), "transfer" means a transfer duly stamped and otherwise valid, and
does not include such a transfer as the company is for any reason entitled to refuse to register and does not
register.
(3) If default is made in complying with this section, the company and every officer of the company who is
in default are liable to a default fine.
(4) If any company on whom a notice has been served requiring the company to make good any default in
complying with the provisions of subsection (1) fails to make good the default within ten days after the
service of the notice, the court may, on the application of the person entitled to have the certificates or the
debentures delivered to him or her, make an order directing the company and any officer of the company to
make good the default within such time as may be specified in the order, and any such order may provide
that all costs of and incidental to the application shall be borne by the company or by any officer of the
company responsible for the default.
89. Rights of debenture holders and shareholders to inspect the register of debenture holders and
to have copies of a trust deed.
(1) Every register of holders of debentures of a company shall, except when duly closed (but subject to such
reasonable restrictions as the company may in general meeting impose so that not less than two hours in
each day shall be allowed for inspection), be open to the inspection of the registered holder of any such
debentures or any holder of shares in the company without fee, and of any other person on payment of a
fee of two shillings or such lesser sum as may be prescribed by the company.
(2) Every registered holder of debentures and every holder of shares in a company may require a copy of
the register of the holders of debentures of the company or any part thereof on payment of one shilling for
every hundred words required to be copied.
(3) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any
such debentures at his or her request on payment in the case of a printed trust deed of the sum of one
shilling or such lesser sum as may be prescribed by the company, or, where the trust deed has not been
printed, on payment of one shilling for every hundred words required to be copied.
(4) If inspection is refused, or a copy is refused or not forwarded, the company and every officer of the
company who is in default are liable to a fine not exceeding one hundred shillings, and further arc liable to a
default fine of forty shillings.
(5) Where a company is in default as aforesaid, the court may by order compel an immediate inspection of
the register or direct that the copies required shall be sent to the person requiring them.
(6) For the purposes of this section, a register shall be deemed to be duly closed if closed in accordance with
provisions contained in the articles or in the debentures or, in the case of debenture stock, in the stock
certificates, or in the trust deed or other document securing the debentures or debenture stock, during such
period or periods, not exceeding in the whole thirty days in any year, as may be therein specified.
than three-fourths in value of the debenture holders present in person or, where proxies are permitted, by
proxy at a meeting summoned for the purpose in accordance with the provisions of the deed or, if the deed
makes no provision for summoning meetings, a meeting summoned for the purpose in any manner
approved by the court.
priority which any person would have had under or by virtue of any mortgage or charge created before that
date.
95. Payment of certain debts out of assets subject to floating charge in priority to claims under the
charge.
(1) Where either a receiver is appointed on behalf of the holders of any debentures of a company secured by
a floating charge, or possession is taken by or on behalf of those debenture holders of any property
comprised in or subject to the charge, then, if the company is not at the time in the course of being wound
up, the debts which in every winding up are under the provisions of Part VI of this Act relating to
preferential payments to be paid in priority to all other debts shall be paid out of any assets coming to the
hands of the receiver or other person taking possession as aforesaid in priority to any claim for principal or
interest in respect of the debentures.
(2) The periods of time mentioned in those provisions of Part VI of this Act shall be reckoned from the
date of the appointment of the receiver or of possession being taken as aforesaid, as the case may be.
(3) Where the date referred to in subsection (2) occurred before the commencement of this Act, subsections
(1) and (2) shall have effect with the substitution, for references to those provisions of Part VI of this Act,
of duty, references to those provisions which by virtue of section 315(9) are deemed have to remain in force
in the case therein mentioned.
(4) Any payments made under this section shall be recouped as far as may be out of the assets of the
company available for payment of general creditors.
and the certificate shall be conclusive evidence that the requirements of this Part of this Act as to
registration have been complied with.
(3) if any person makes default in complying with the requirements of this section, he or she is liable to a
fine not exceeding one hundred shillings for every day during which the default continues.
106. Right to inspect copies of instruments creating mortgages and charges and companys register
of charges.
(1) The copies of instruments creating any charge requiring registration under this Part of this Act with the
registrar, and the register of charges kept under section 105, shall be open during business hours (but
subject to such reasonable restrictions as the company in general meeting may impose, so that not less than
two hours in each day shall be allowed for inspection) to the inspection of any creditor or member of the
company without fee, and the register of charges shall also be open to the inspection of any other person on
payment of such fee, not exceeding one shilling for each inspection, as the company may prescribe.
(2) If inspection of the copies or register is refused, any officer of the company refusing inspection, and
every director and manager of the company authorising or knowingly and willfully permitting the refusal, is
liable to a fine not exceeding one hundred shillings, and a further fine not exceeding forty shillings for every
day during which the refusal continues; and the court may by order compel an immediate inspection of the
copies or register.
108. Notification of the situation of the registered office and the registered postal address and of
change in them.
(1) Notice of the situation of the registered office and the registered postal address, and of any change in
them, shall be given within fourteen days after the date of incorporation of the company or of the change,
as the case may be, to the registrar, who shall record them.
(2) The inclusion in the annual return of a company of a statement as to the situation of its registered office
or as to its registered postal address shall not be taken to satisfy the obligations imposed by this section.
(3) If default is made in complying with this section, the company and every officer of the company who is
in default are liable to a default fine.
every person who is responsible for the contravention is, without prejudice to any other liability, liable to a
fine not exceeding one thousand shillings for every day during which the contravention continues.
(7) This section shall not apply--
(a) to a private company but shall apply to a company which was a private company before becoming a
public company;
(b) to a company registered before the 15th January, 1906, which has not issued a prospectus inviting the
public to subscribe for its shares.
Register of members.
116. Consequences of failure to comply with requirements as to register owing to agents default.
Where by virtue of section 112(2)(b), the register of members is kept at the office of some person other
than the company, and by reason of any default of his or hers the company fails to comply with section 112
(3), 113(3)or 115(5)or of the with any requirements of this Act as to the production of the register, that for
any other person is liable to the same penalties as if he or she were an officer of the company who was in
default, and the power of the court under section 115(5) shall extend to the making of orders against that
other person and his or her officers and servants.
Branch register.
have power to keep in Uganda branch registers of their members resident in Uganda, the Minister may by
statutory instrument direct that section 112(2) except for its exceptions and sections 115 and 118 shall,
subject to any modifications and adaptations specified in the instrument, apply to and in relation to any
such branch registers kept in Uganda as they apply to and in relation to the registers of companies within
the meaning of this Act.
Annual return.
(a) the situation of the registered office of the company and the registered postal address of that office;
(b) in a case in which the register of members is, under the provisions of this Act, kept elsewhere than at the
registered office, the address of the place where it is kept;
(c) in a case in which any register of holders of debentures of a company or any duplicate of any such
register or part of any such register is, under this Act, kept, in Uganda, elsewhere than at the registered
office of the company, the address of the place where it is kept;
(d) all such particulars with respect to the persons who at the date of the return are the directors of the
company and any person who at that date is secretary of the company as are by this Act required to be
contained with respect to directors and the secretary respectively in the register of directors and secretaries
of a company, except that a company need not make a return under this subsection either in the year of its
incorporation or, if it is not required by section 131 to hold an annual general meeting during the following
year, in that year.
(2) There shall be annexed to the return a statement containing particulars of the total amount of the
indebtedness of the company in respect of all mortgages and charges which are required to be registered
with the registrar under this Act, or which would have been required so to be registered if created after the
3rd April, 1923.
(3) If a company fails to comply with this section, the company and every officer of the company who is in
default are liable to a default fine.
(4) For the purposes of this section, "officer" and "director" include any person in accordance with whose
directions or instructions the directors of the company are accustomed to act.
(2) If any such balance sheet as aforesaid or document required by law to be annexed to it did not comply
with the requirements of the law as in force at the date of the audit with respect to the form of balance
sheets or those documents, as the case may be, there shall be made such additions to and corrections in the
copy as would have been required to be made in the balance sheet or document in order to make it comply
with those requirements, and the fact that the copy has been so amended shall be stated on it.
(3) If a company fails to comply with this section, the company and every officer of the company who is in
default are liable to a default fine.
(4) For the purposes of subsection (3), officer" includes any person in accordance with whose directions or
instructions the directors of the company are accustomed to act.
(5) Subsection (1) shall not apply to a private company unless at least one shareholder is a company which is
not a private company.
(4) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within
fourteen days after the passing thereof, be forwarded to the registrar and recorded by him or her.
(5)If default is made in holding a meeting of the company in accordance with subsection (1) or in complying
with any directions of the registrar under subsection (2). the company and every officer of the company
who is in default are liable to a fine not exceeding two thousand shillings, and if default is made in
complying with subsection (4), the company and every officer of the company who is in default are liable to
a default fine of forty shillings.
agreed-- -
(a) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and
vote at that meeting; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and
vole at the meeting, being a majority together holding not less than 95 percent in nominal value of the
shares giving a right to attend and vote at the meeting, or, in the case of a company not having a share
capital, together representing not less than 95 percent of the total voting rights at that meeting of all the
members.
136. Proxies.
(1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to
appoint another person (whether a member or not) as his or her proxy to attend and vote instead of him or
her, and a proxy appointed to attend and vote instead of a member of a private company shall also have the
same right as the member to speak at the meeting; except that unless the articles otherwise provide
(a) this subsection shall not apply in the case of a company not having a share capital:
(b) a member of a private company shall not be entitled to appoint more than one proxy to attend on the
same occasion; and
(c) a proxy shall not be entitled to vote except on a poll.
(2) In every notice calling a meeting of a company having a share capital, there shall appear with reasonable
prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where
that is allowed, one or more proxies to attend and vote instead of him or her, and that a proxy need not also
be a member; and if default is made in complying with this subsection as respects any meeting, every officer
of the company who is in default is liable to a fine not exceeding one thousand shillings.
(3) Any provision contained in a companys articles shall be void insofar as it would have the effect of
requiring the instrument appointing a proxy, or any other document necessary to show the validity of or
otherwise relating to the appointment of a proxy, to be received by the company or any other person more
than fortyeight hours before a meeting or adjourned meeting in order that the appointment may be
effective thereat.
(4) If for the purpose of any meeting of a company invitations to appoint as proxy a person or one of a
number of persons specified in the invitations are issued at the company s expense to some only of the
members entitled to be sent a notice of the meeting and to vote at the meeting by proxy every officer of the
company who knowingly and willfully authorizes or permits their issue as aforesaid is liable to a tine not
exceeding two thousand shillings.
(5) An officer is not liable under subsection (4) by reason only of the issue to a member at his or her request
in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the
form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(6) This section shall apply to meetings of any class of members of a company as it applies to general
meetings of the company.
(a) a copy of the requisition signed by the requisitionists (or two or more copies which between them
contain the signatures of all the requisitionists) is deposited at the registered office of the company ---
(i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting;
and
(ii) in the case of any other requisition, not less than one week before the meeting; and
(b) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the companys
expenses in giving effect to it, except that if , after a copy of a requisition requiring notice of a resolution
has been deposited at the registered office of the company, an annual general meeting is called for a date six
weeks or less after the copy has been deposited, the copy though not deposited within the time required by
this subsection shall be deemed to have been properly deposited for the purposes thereof.
(5) The company shall also not be bound under this section to circulate any statement if, on the application
either of the company or of any other person who claims to be aggrieved, the court is satisfied that the
rights conferred by this section are being abused to secure needless publicity for defamatory matter ; and
the court may order the companys costs on an application under this section to be paid in whole or in part
by the requisitionists, notwithstanding that they are not parties to the application.
(6) Notwithstanding anything in the companys articles, the business which may be dealt with at an annual
general meeting shall include any resolution of which notice is given in accordance with this section , and
for the purposes of this subsection notice shall be deemed to have been so given notwithstanding the
accidental omission, in giving it, of one or more members.
(7) In the event of any default in complying with the provisions of this section, every officer of the
company who is in default is liable to a fine not exceeding ten thousand shillings.
Where by any provision hereafter contained in this Act special notice is required of a resolution, the
resolution shall not be effective unless notice of the intention to move it has been given to the company not
less than twenty- eight days before the meeting at which it is moved, and the company shall give its
members notice of any such resolution at the same time and in the same manner as it gives notice of the
meeting or, if that is not practicable , shall give them notice of the resolution, either by advertisement in a
newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than
twentyone days before the meeting ; but if after notice of the intention to move such a resolution has
been given to the company, a meeting is called for a date twenty-eight days or less after the notice has been
given, the notice though not given within the time required by this section shall be deemed to have been
properly given for the purposes thereof
(c) the directors of a company, the resolution shall for all purposes be treated as having been passed on the
date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.
(3) The books of account shall be kept at the registered office of the company or at such other place in
Uganda as the directors think fit and shall at all times be open to inspection by the directors.
(4) If any person being a director of a company fails to take all reasonable steps to secure compliance by the
company with the requirements of this section, or has by his or her own willful act been the cause of any
default by the company there under, he or she is, in respect of each offence, liable on conviction to
imprisonment for a term not exceeding twelve months or to a fine not exceeding ten thousand shillings or
to both such imprisonment and fine; but---
(a) in any proceedings against a person in respect of an offence under this section consisting of a failure to
take reasonable steps to secure compliance by the company with the requirements of this section, it shall be
a defence to prove that he or she had reasonable ground to believe and did believe that a competent and
reliable person was charged with the duty of seeing that those requirements were complied with and was in
a position to discharge that duty; and
(b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court,
the offence was committed willfully.
(2) A companys balance sheet and profit and loss account shall comply with the requirements of the Sixth
Schedule to this Act, so far as applicable to them.
(3) Except as expressly provided in the following provisions of this section or in Part III of the Sixth
Schedule to this Act, the requirements of subsection (2) and the Sixth Schedule shall be without prejudice
either to the general requirements of subsection (1) or to any other requirements of this Act.
(4) The registrar may, on the application or with the consent of a companys directors, modify in relation to
that company any of the requirements of this Act as to the matters to be stated in a companys balance
sheet or profit and loss account (except the requirements of subsection (1)) for the purpose of adapting
them to the circumstances of the company.
(5) Subsections (1) and (2) shall not apply to a companys profit and loss account if---
(a) the company has subsidiaries; and
(b) the profit and loss account is framed as a consolidated profit and loss account dealing with all or any of
the companys Subsidiaries as well as the company and---
(i) complies with the requirements of this Act relating to consolidated profit and loss accounts; and
(ii) shows how much of the consolidated profit or loss for the financial year is dealt with in the accounts of
the company.
(6) If any person being a director of a company fails to take all reasonable steps to secure compliance as
respects any accounts laid before the company in general meeting with the provisions of this section and
with the other requirements of this Act as to the matters to be stated in the accounts, he or she is, in respect
of each offence, liable on conviction to imprisonment for a term not exceeding twelve months or to a fine
not exceeding ten thousand shillings; but---
(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to
prove that he or she had reasonable ground to believe and did believe that a competent and reliable person
was charged with the duty of seeing that those provisions or those other requirements, as the case may be,
were complied with and was in a position to discharge that duty; and
(b) a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court
dealing with the case, the offence was committed willfully.
(7) For the purposes of this section and the following provisions of this Act, except where the context
otherwise requires---
(a) any reference to a balance sheet or profit and loss account shall include any notes thereon or document
annexed thereto giving information which is required by this Act and is thereby allowed to be so given; and
(b) any reference to a profit and loss account shall be taken, in the case of a company not trading for profit,
as referring to its income and expenditure account, and references to profit or to loss and, if the company
has subsidiaries, references to a consolidated profit and loss account shall be construed accordingly.
(3) The group accounts may be wholly or partly incorporated in the companys own balance sheet and
profit and loss account.
(a) that a person cannot be appointed thereto without the exercise in his or her favour by that other
company of such a power as aforesaid;
(b) that a persons appointment thereto follows necessarily from his or her appointment as director of that
other company; or
(c) that the directorship is held by that other company itself or by a subsidiary of it.
(3) In determining whether one company is a subsidiary of another---
(a) any shares held or power exercisable by that other in a fiduciary capacity shall be treated as not held or
exercisable by it;
(b) subject to paragraphs (c) and (d) of this subsection, any shares held or power exercisable---
(i) by any person as a nominee for that other (except where that other is concerned only in fiduciary
capacity); or
(ii) by, or by a nominee for, a subsidiary of that other, not being a subsidiary which is concerned only in a
fiduciary capacity, shall be treated as held or exercisable by that other;
(c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the
first-mentioned company or of a trust deed for securing any issue of such debentures shall be disregarded;
(d) any shares held or power exercisable by, or by a nominee for, that other or its subsidiary (not being held
or exercisable as mentioned in paragraph (c) of this subsection) shall be treated as not held or exercisable by
that other if the ordinary business of that other or its subsidiary, as the case may be, includes the lending of
money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes
of a transaction entered into in the ordinary course of that business.
(4) For the purposes of this Act, a company shall be deemed to be anothers holding company if, but only
if, that other is its subsidiary.
(5) In this section, "company" includes any body corporate, and equity share capital" means, in relation to a
company, its issued share capital excluding any part thereof which, neither as respects dividends nor as
respects capital, carries any right to participate beyond a specified amount in a distribution.
(1) The profit and loss account, and so far as not incorporated in the balance sheet or profit and loss
account, any group accounts laid before the company in general meeting, shall be annexed to the balance
sheet, and the auditors report shall be attached to the balance sheet.
(2) Any accounts so annexed shall be approved by the board of directors before the balance sheet is signed
on their behalf.
(3) If any copy of a balance sheet is issued, circulated or published without having annexed to it a copy of
the profit and loss account or any group accounts required by this section to be so annexed, or without
having attached to it a copy of the auditors report, the company and every officer of the company who is in
default are liable to a fine not exceeding one thousand shillings.
158. Right to receive copies of the balance sheet and auditors report.
(1) A copy of every balance sheet, including every document required by law to be annexed to it, which is to
be laid before a company in general meeting, together with a copy of the auditors report, shall, not less than
twenty-one days before the date of the meeting, be sent to every member of the company (whether he or
she is or is not entitled to receive notices of general meetings of the company), every holder of debentures
of the company (whether he or she is or is not so entitled) and all persons other than members or holders
of debentures of the company, being persons so entitled; except that
(a) in the case of a company not having a share capital, this subsection shall not require the sending of a
copy of those documents to a member of the company who is not entitled to receive notices of general
meetings of the company or to a holder of debentures of the company who is not so entitled;
(b) this subsection shall not require a copy of those documents to be sent
(i) to a member of the company or a holder of debentures of the company, being in either case a person
who is not entitled to receive notices of general meetings of the company and of whose address the
company is unaware;
(ii) to more than one of the joint holders of any shares or debentures none of whom arc entitled to receive
such notices or
(iii) in the case of joint holders of any shares or debentures some of whom are and some of whom are not
entitled to receive such notices, to those who are not so entitled; and
(c) if the copies of those documents are sent less than twenty-one days before the date of the meeting, they
shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members
entitled to attend and vote at the meeting.
(2) Any member of a company, whether he or she is or is not entitled to have sent to him or her copies of
the companys balance sheets, and any holder of debentures of the company, whether he or she is or is not
so entitled, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet
of the company, including every document required by law to be annexed to it, together with a copy of the
auditors report on the balance sheet.
(3) If default is made in complying with subsection (1), the company and every officer of the company who
is in default are liable to a fine not exceeding four hundred shillings, and if, when any person makes a
demand member for any document with which he or she is by virtue of subsection (2) entitled notices of to
be furnished, default is made in complying with the demand within seven days after the making of the
demand, the company and every officer of the company who is in default are liable to a default fine unless it
is proved, that person has already made a demand for and been furnished with a copy of the document.
(4) Subsections (1) to (3) shall not have effect in relation to a balance sheet of a private company laid before
it before the commencement of this Act, and the right of any person to be furnished with a copy of any
such balance sheet and the liability of the company in respect of a failure to satisfy that right shall be the
same as they would have been if this Act had not passed.
company and every officer of the company who is in default are liable to a default fine.
(5) Subject as hereafter provided, the first auditors of a company may be appointed by the directors at any
time before the first annual general meeting, and auditors so appointed shall hold office until the conclusion
of that meeting; except that
(a) the company may at a general meeting remove any such auditors and appoint in their place any other
persons who have been nominated for appointment by any member of the company and of whose
nomination notice has been given to the members of the company not less than fourteen days before the
date of the meeting: and
(b) if the directors fail to exercise their powers under this subsection, the company in general meeting may
appoint the first auditors, and thereupon those powers of the directors shall cease.
(6) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues,
the surviving or continuing auditor or auditors, if any, may act.
(7) The remuneration of the auditors of a company
(a) in the case of an auditor appointed by the directors or by the registrar may be fixed by the directors or
by the registrar, as the case may be;
(b) subject to paragraph (a) of this subsection, shall be fixed by the company in general meeting or in such
manner as the company in general meeting may determine.
(8)For the purposes of subsection (7), any sums paid by the company in respect of the auditors expenses
shall be deemed to be included in the expression "remuneration".
(4) Subsection (3) shall apply to a resolution to remove the first auditors by virtue of section 159(5) as it
applies in relation to a resolution that a retiring auditor shall not be reappointed.
162. Auditors report and right of access to books and to attend and be heard at general meetings.
(1) The auditors shall make a report to the members on the accounts examined by them, and on every
balance sheet, every profit and loss account and all group accounts laid before the company in general
meeting during that their tenure of office, and the report shall contain statements as to the matters
mentioned in the Seventh Schedule to this Act.
(2) The auditors report shall be read before the company in general meeting and shall be open to inspection
by any member.
(3) Every auditor of a company shall have a right of access at all of times to the books and accounts and
vouchers of the company and shall be as an entitled to require from the officers of the company such
information and explanation as he or she thinks necessary for the performance of the duties of the auditors.
(4) The auditors of a company shall be entitled to attend any general meeting of the company and to receive
all notices of and other communications relating to any general meeting which any member of the company
is entitled to receive and to be heard at any general meeting which they attend on any part of the business of
the meeting which concerns them as auditors.
report shall be annexed to the accounts and this Act shall apply in relation thereto accordingly, except that
the auditors shall report thereon only so far as it gives the said information.
inspection.
suggesting
(i) that the companys business is being conducted with intent to defraud its creditors or the creditors of any
other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its
members or that it was formed for any fraudulent or unlawful purpose.
(ii) that persons concerned with its formation or the management of its affairs have in connection therewith
been guilty of fraud, misfeasance or other misconduct toward its members;
(iii) that its members have not been given all the information with respect to its affairs which they might
reasonably expect; or
(iv) that it is desirable to do so.
167. Power of inspectors to carry au investigation into the affairs of related companies.
If an inspector appointed under section 165 or 166 to investigate the affairs of a company thinks it
necessary for the purposes of his or her investigation to issued; Investigate also the affairs of any other body
corporate which is or has at any relevant time been the companys subsidiary or holding company or a
subsidiary of its holding company or a holding company of its subsidiary, he or she shall have power to do
so, and shall report on the affairs of the other body corporate so far as he or she thinks the results of his or
her investigation of that body corporate arc relevant to the investigation of the affairs of the first-mentioned
company.
questions as the court may deem just for the purpose of enabling him or her to explain or qualify any
answers given by him or her, and notes of the examination shall be taken down in writing and shall be read
over to or by, and signed by, the person examined and may thereafter be used in evidence against him or
her.
(5) Notwithstanding anything in subsection (4)(c), the court may allow the person examined such costs as in
its discretion it may think fit, and any costs so allowed shall be paid as part of the expenses of the
investigation.
(6) In this section, any reference to officers or to agents shall include past, as well as present, officers or
agents, as the case may be, and for the purposes of this section, "agents", in relation to a company or other
body corporate includes the bankers and advocates of the company or other body corporate and any
persons employed by the company or other body corporate as auditors, whether those persons are or are
not officers of the company or other body corporate.
public interest to be brought by any body corporate dealt with by the report for the recovery of damages in
respect of any fraud, misfeasance or other misconduct m connection with the promotion or formation of
that body corporate or the management of its affairs, or for the recovery of any property of the body
corporate which has been misapplied or wrongfully retained, he or she may himself or herself bring
proceedings for that purpose in the name of the body corporate.
(4) The registrar shall indemnify the body corporate against any Costs or expenses incurred by it in or in
connection with any proceedings brought by virtue of subsection (3).
178. Secretary.
(1) Every company shall have a secretary, and a sole director shall not also be secretary.
(2) Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is
for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if
there is no assistant or deputy secretary capable of acting, by or to any officer of the company authorised
generally or specially in that behalf by a resolution of the board of directors.
(a) have as secretary to the company a corporation the sole director of which is a sole director of the
company; or
(b) have as sole director of the company a corporation the Sole director of which is secretary to the
company.
180. Avoidance of acts done by a person in dual capacity as director and secretary.
A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be
satisfied by its being done by or to the same person acting both as director and as, or in place of the
secretary.
life at the commencement of this Act, whether or not subject to retirement under an age limit by virtue of
the articles or otherwise.
(2) Special notice shall be required of any resolution to remove a director under this section or to appoint
somebody instead of a director so removed at the meeting at which he or she is removed, and on receipt
of notice of an intended resolution to remove a director under this section the company shall forthwith
send a copy thereof to the director concerned, and the director (whether or not he or she is a member of
the company) shall be entitled to be heard on the resolution at the meeting.
(3) Where notice is given of an intended resolution to remove a director under this section and the director
concerned makes with respect thereto representations in writing to the company (not exceeding a
reasonable length) and requests their notification to members of the company, the company shall, unless the
representations are received by it too late for it to do so
(a) in any notice of the resolution given to members of the company state the fact of the representations
having been made; and
(b) send a copy of the representations to every member of the company to whom notice of the meeting is
sent (whether before or after receipt of the representations by the company), and if a copy of the
representations is not sent as aforesaid because received too late or because of the companys default, the
director may (without prejudice to his or her right to be heard orally), require that the representations shall
be read out at the meeting, except that copies of the representations need not be sent out and the
representations need not be read out at the meeting if, on the application either of the company or of any
other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are
being abused to secure needless publicity for defamatory matter; and the court may order the companys
costs on an application under this section to be paid in whole or in part by the director, notwithstanding
that he or she is not a party to the application.
(4) A vacancy created by the removal of a director under this section, if not filled at the meeting at which lie
or she is removed, may be filled as a casual vacancy.
(5) A person appointed director in place of a person removed under this section shall be treated, for the
purpose of determining the time at which he or she or any other director is to retire, as if he or she had
become director on the day on which the person in whose place he or she is appointed was last appointed a
director.
(6) Nothing in this section shall be taken as depriving a person removed there under of compensation or
damages payable to him or her in respect of the termination of his or her appointment as director or of any
appointment terminating with that as director or as derogating from any power to remove a director which
may exist apart from this section.
186. Minimum age for appointment of directors and retirement of directors over the age limit.
(1) Subject to this section, no person shall be capable of being appointed a director of a company which is
subject to this section if at the time of his or her appointment he or she has not attained the age of twenty
one, or he or she has attained the age of seventy.
(2) Subject as aforesaid, a director of a company which is subject to this section shall vacate his or her office
at the conclusion of the annual general meeting commencing next after he or she attains the age of seventy;
but acts done by a person as director shall be valid notwithstanding that it is afterwards discovered that his
or her appointment had terminated by virtue of this subsection.
(3) Where a person retires by virtue of subsection (2), no provision for the automatic reappointment of
retiring directors in default of another appointment shall apply; and if at the meeting at which he or she
retires the vacancy is not filled, it may be filled as a casual vacancy.
(4) Nothing in subsections (1) to (3) shall p1-event the appointment of a director at any age, or require a
director to retire at any time, if his or her appointment is or was made or approved by the company in
general meeting, but special notice shall be required of any resolution appointing or approving the
appointment of a director for it to have effect for the purposes of this subsection; and the notice thereof
given to the company and by the company to its members must state or must have stated the age of the
person to whom it relates.
(5) A person reappointed director on retiring by virtue of subsection (2), or appointed in place of a director
so retiring, shall be treated, for the purpose of determining the time at which he or she or any other director
is to retire, as if he or she had become director on the day on which the retiring director was last appointed
before his or her retirement; but except as provided by this subsection, the retirement of a director out of
turn by virtue of subsection (2) shall be disregarded in determining when any other directors are to retire.
(6) In the case of a company first registered after the commencement of this Act, this section shall have
effect subject to the provisions of the companys articles; and in the case of a company first registered
before the commencement of this Act---
(a) this section shall have effect subject to any alterations of the companys articles made after the
commencement of this Act;
(b) if at the commencement of this Act the companys articles contained provision for retirement of
directors under an age limit or for preventing or restricting appointments of directors over a given age, this
section shall not apply to directors to whom that provision applies.
(7) A company shall be subject to this section if it is not a private company or if, being a private company, it
is the subsidiary of a body corporate incorporated in Uganda which is not a private company; and for the
purposes of any other section of this Act which refers to a company subject to this section, a company shall
be deemed to be subject to this section notwithstanding that all or any of the provisions thereof are
excluded or modified by the companys articles.
invalid appointment or the date on which the appointment terminated, as the case may be, until the last day
on which he or she is shown to have acted there under.
the official receiver or liquidator shall appear and call the attention of the court to any matters which seem
to him or her to be relevant and may himself or herself give evidence or call witnesses.
(5) An order may be made by virtue of subsection (l) (b) (ii) notwithstanding that the person concerned may
be criminally liable in respect of the matters on the ground of which the order is to be made, and for the
purposes of subsection (l) (b) (ii) officer" includes any person in accordance with whose directions or
instructions the directors of the company have been accustomed to act.
(6) If any person acts in contravention of an order made under this section, he or she is, in respect of each
offence, liable on conviction to imprisonment for a term not exceeding two years or to a fine not exceeding
ten thousand shillings or to both.
(4) Where the approval of the company is not given as required by any such condition, the directors
authorising the making of the loan, or the entering into the guarantee, or the provision of the security, shall
be jointly and severally liable to indemnify the company against any loss arising there from.
192. Approval of the company requisite for payment by it to a director for loss of office, etc.
It shall not be lawful for a company to make to any director of the company any payment by way of
compensation for loss of office, or as consideration for or in connection with his or her retirement from
office, without particulars with respect to the proposed payment (including the amount thereof) being
disclosed to members of the company and the proposal being approved by the company in general meeting.
193. Approval of the company requisite for any payment in connection with transfer of its property
to a director for loss of office, etc.
(1) It shall not be lawful in connection with the transfer of the whole or any part of the undertaking or
property of a company for any payment to be made to any director of the company by way of
compensation for loss of office, or as consideration for or in connection with his or her retirement from
office, unless particulars with respect to the proposed payment (including the amount thereof) have been
disclosed to the members of the company and the proposal approved by the company in general meeting.
(2) Where a payment which is hereby declared to be illegal is made to a director of the company, the
amount received shall be deemed to have been received by him or her in trust for the company.
194. Duty of director to disclose payment for loss of office, etc, made in connection with transfer of
shares in company.
(1) Where, in connection with the transfer to any persons of all or any of the shares in a company, being a
transfer resulting from---
(a) an offer made to the general body of shareholders;
(b) an offer made by or on behalf of some other body corporate with a view to the company becoming its
subsidiary or a subsidiary of its holding company;
(c) an offer made by or on behalf of an individual with a view to his or her obtaining the right to exercise or
control the exercise of not a less than one-third of the voting power at any general meeting of the company;
or
(d) any other offer which is conditional on acceptance to a given extent, a payment is to be made to a
director of the company by way of compensation for loss of office, or as consideration for or in connection
with his or her retirement from office, that director shall take all reasonable steps to secure a that
particulars with respect to the proposed payment (including the amount of the payment) shall be included in
or sent with any notice of the offer made for their shares which is given to any shareholders.
(2) lf---
(a) any such director fails to take reasonable steps as required by subsection (1); or
(b) any person who has been properly required by any such director to include those particulars in or send
them with any such notice as aforesaid fails to do so, he or she is liable to a fine not exceeding five hundred
shillings.
(3) If
(a) the requirements of subsection (1) are not complied with in relation to any such payment as is herein
mentioned; or
(b) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer,
approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates
and other holders of shares of the same class as any of those shares, any sum received by the director on
account of the payment shall be deemed to have been received by him or her in trust for any persons who
have sold their shares as a result of the offer made, and the expenses incurred by him or her in distributing
that sum among those persons shall be borne by him or her and not retained out of that sum.
(4) Where the shareholders referred to in subsection (3 )(b) are not all the members of the company and no
provision is made by the articles for summoning or regulating such a meeting as is mentioned in that
paragraph, the provisions of this Act and of the companys articles relating to general meetings of the
company shall, for that purpose, apply to the meeting either without modification or with such
modifications as the registrar on the application of any person concerned may direct for the purpose of
adapting them to the circumstances of the meeting.
(5) If at a meeting summoned for the purpose of approving any payment as required by subsection (3)(b) a
quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not
present. the payment shall be deemed for the purposes of that paragraph to have been approved.
(a) any person in accordance with whose directions or instructions the directors of a company are
accustomed to act shall be deemed to be a director of the company; and
(b) a director of a company shall be deemed to hold, or to have an interest or right in or over, any shares or
debentures if a body corporate other than the company holds them or has interest or right in or over
them, and either
(i) that body corporate or its directors are accustomed to act in accordance with his or her directions or
instructions; or
(ii) he or she is entitled to exercise or control the exercise of one-third or more of the voting power at any
general meeting of that body corporate.
ascertainable.
(4) The amount to be shown under subsection (1)(c)---
(a) shall include any sums paid to or receivable by a director or past director by way of compensation for the
loss of office as director of the company or for the loss, while director of the company or on or in
connection with his or her ceasing to be a director of the company, of any other office in connection with
the management of the companys affairs or of any office as director or otherwise in connection with the
management of the affairs of any subsidiary thereof; and
(b) shall distinguish between compensation in respect of the office of director, whether of the company or
its subsidiary, and compensation in respect of other offices, and for the purposes of this section, references
to compensation for loss of office shall include sums paid as consideration for or in connection with a app
persons retirement from office.
(5) The amounts to be shown under each paragraph of subsection (1)
(a) shall include all relevant sums paid by or receivable from ---
(i) the company;
(ii) the companys subsidiaries; and
(iii) any other person, except sums to be accounted for to the company or any of its subsidiaries or, by
virtue of section 194, to past or present members of the company or any of its subsidiaries or any class of
those members; and
(b) shall distinguish, in the case of the amount to be shown under subsection (1)(c), between the sums
respectively paid by or receivable from the company, the companys subsidiaries and persons other than the
company and its subsidiaries.
(6) The amounts to be shown under this section for any financial year shall be the sums receivable in
respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums
paid during that year, so, however, that where
(a) any sums are not shown in the accounts for the relevant financial year on the ground that the person
receiving them is liable to account therefore as mentioned in subsection (5 )(a), but the liability is
thereafter wholly or partly released or is not enforced within a period of two years; or (b) any sums paid by
way of expense allowance are charged to income tax after the end of the relevant financial year, those sums
shall, to the extent to which the liability is released or not enforced or they are charged as aforesaid, as the
case may be, be shown in the first accounts in which it is practicable to show them or in a statement
annexed thereto, and shall be distinguished from the amounts to be shown therein apart from this
provision.
(7) Where it is necessary to do so for the purpose of making any distinction required by this section in any
amount to be shown there under the directors may apportion any payments between the matters in respect
of which they have been paid or are receivable in such manner as they think appropriate.
(8) If in the case of any accounts the requirements of this section are not complied with, it shall be the duty
of the auditors of the company by whom the accounts are examined to include in their report thereon, so
for as they are reasonably able to do so, a statement giving the required particulars.
(9) In this section any reference to a companys subsidiary
(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the
companys nomination, direct or indirect, of any other body corporate, shall, subject to the following
paragraph, include that body corporate, whether or not it is or was in fact the companys subsidiary: and
(b) shall for the purposes of subsections (2) and (3) be taken as referring to a subsidiary at the time the
services were rendered, and for the purposes of subsection (4) be taken as referring to a subsidiary
immediately before the loss of office as director of the company.
199. General duty to make disclosure for purposes of sections 196 to 198.
(1) Any director of a company shall give notice to the company of such matters relating to himself or
herself as may be necessary for the purposes of sections 196, 197 and of 198 except so far as it relates to
loans made, by the company or by any other person under a guarantee from or on a security provided by
the company, to an officer of the company.
(2) Any such notice given for the purposes of section 196 shall be in writing and, if it is not given at a
meeting of the directors, the director giving it shall take reasonable steps to secure that it is brought up and
read at the next meeting of directors after it is given.
(3) Subsection (1) shall apply---
(a) for the purposes of section 198, in relation to officers other than directors; and
(b) for the purposes of sections 197 and 198, in relation to persons who are or have at any time during the
preceding five years been officers, as it applies in relation to directors.
(4) Any person who makes default in complying with subsections (1) to (3) is liable to a fine not exceeding
one thousand shillings.
(b) a body corporate shall be deemed to be the whollyowned subsidiary of another if it has no members
except that other and that others whollyowned subsidiaries and its or their nominees.
(4) The register shall contain the following particulars with respect to the secretary or, where there are joint
secretaries, with respect to each of them---
(a) in the case of an individual, his or her present Christian name and surname, any former Christian name
and surname and his or her usual residential and postal address; and
(b) in the case of a corporation, its corporate name and registered office, except that where all the partners
in a firm are joint secretaries, the name and principal office of the firm may be stated instead of those
particulars.
(5) The company shall, within the periods respectively mentioned in subsection (6), send to the registrar a
return in the prescribed form containing the particulars specified in the register and a notification in the
prescribed form of any change among its directors or in its secretary or in any of the particulars contained in
the register, specifying the date of the change.
(6) The periods referred to in subsection (5) are the following---
(a) the period within which the return is to be sent shall be a period of fourteen days from the appointment
of the first directors of the company; and
(b) the period within which the notification of a change is to be sent shall be fourteen days from the
happening of the change.
(7) The register to be kept under this section shall during business hours (subject to such reasonable
restrictions as the Company may by its articles or in general meeting so impose, so that not less than two
hours in each day be allowed for inspection) be open to the inspection of any member of the company
without charge and of any other person on payment of two shillings, or such lesser sum as the company
may prescribe, for each Inspection.
(8) If any inspection required under this section is refused or if default is made in complying with
subsection (1), (2), (3), (4) or (5) the company and every officer of the company who is in default are liable
to a default fine.
(9) In the case of any such refusal, the court may by order compel an immediate inspection of the register.
(10)For the purposes of this section
(a) a person in accordance with whose directions or instructions the directors of a company are accustomed
to act shall be deemed to be a director and officer of the company;
(b) "Christian name" includes a forename;
(c) in the case of a peer or person usually known by a title different from his or her surname, surname
means that title;
(d) references to a former Christian name or surname do not include---
(i) in the case of a peer or a person usually known by a title different from his or her surname, the name by
which he or she was known previous to the adoption of , or succession to the title;
(ii) in the case of any person, a former Christian name or surname where that name or surname was
changed or disused before the person bearing the name attained the age of eighteen years or has been
changed or disused for a period of not less than twenty years; or
(iii) in the case of a married woman, the name or surname by which she was known previous to the
marriage.
of the company.
(4) If a company makes default in complying with subsection (3), the company and every officer of the
company who is in default are liable to a tine not exceeding one hundred shillings for each copy in respect
of which default is made.
(5) In this and section 208, "company" means any company liable to be wound up under this Act, and
"arrangement" includes a reorganisation of the share capital of the company by the consolidation of shares
of different deem classes or by the division of shares into shares of different classes or by both those
methods.
shown to the court that the compromise or arrangement has been proposed for the purposes of or in
connection with a scheme for the reconstruction of any company or companies or the amalgamation of any
two or more companies, and that under the scheme the whole or any part of the undertaking or the
property of any company concerned in the scheme (in this section referred to as " transferor company") is
to be transferred to another company (in this section referred to as "the transferee company" ), the court
may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make
provision for all or any of the following matters
(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property
or liabilities of any transferor company;
(b) the allotting or appropriation by the transferee company of any shares, debentures, policies or other like
interests in that company, which under the compromise or arrangement are to be allotted or appropriated
by that company to or for any person;
(c) the continuation by or against the transferee company of any legal proceedings pending by or against any
transferor company;
(d) the dissolution, without winding up, of any transferor company;
(e) the provision to be made for any persons who, within such time and in such manner as the court directs,
dissent from the compromise or arrangement;
(f) such incidental, consequential and supplemental matters as are necessary to secure that the
reconstruction or amalgamation shall be fully and effectively carried out.
(2) Where an order under this section provides for the transfer of property or liabilities, that property shall,
by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be
transferred to and become the liabilities of, the transferee company, and in the case of any property, if the
order so directs, freed from any charge which is by virtue of the compromise or arrangement to cease to
have effect.
(3) Where an order is made under this section, every company in relation to which the order is made shall
cause a certified copy thereof to be delivered to the registrar for registration within seven (lays after the
making of the order, and if default is made in complying with this subsection, the company and every
officer of the company who is in default shall be liable to a default fine.
(4) In this section, property includes property rights and powers of every description, and liabilities"
includes duties.
(5) Notwithstanding section 207(5),"company" in this section does not include any company other than a
company within the meaning of this Act.
210. Power to acquire shares of shareholders dissenting from a scheme or contract approved by a
majority.
(1) Where a scheme or contract involving the transfer of shares or any class of shares in a company ( in this
section referred to as "the transferor company" ) to another company, whether a company within the
meaning of this Act or not (in this section referred to as " the transferee company" ), has, within four
months after the making of the offer in that behalf by the transferee company been approved by the holders
of not less than ninetenths in value of the shares whose transfer is involved (other than shares already
held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary), the
transferee company may, at any time within two months after the expiration of those four months give
notice in the prescribed manner to any dissenting shareholder that it desires to acquire his or her shares, and
when such a notice is given, the transferee company shall, unless on an application made by the dissenting
shareholder within one month from the date on which the notice was given the court thinks fit to order
otherwise, be entitled and bound to acquire those shares on the terms on which, under the scheme or
contract, the shares of the approving shareholders are to be transferred to the transferee company; except
that where shares in the transferor company of the same class or classes as the shares whose transfer is
involved are already held as aforesaid to a value greater than onetenth of the aggregate of their value and
that of the shares (other than those already held as aforesaid) whose transfer is involved, the foregoing
provisions of this subsection shall not apply unless
(a) the transferee company offers the same terms to all holders of the shares (other than those already held
as aforesaid) whose transfer is involved, or, where those shares include shares of different classes, of each
class of them; and
(b) the holders who approve the scheme or contract, besides holding not less than nine-tenths in value of
the shares (other than those already held as aforesaid) whose transfer is involved, are not less than three
fourths in number of the holders of those shares.
(2) Where, in pursuance of any such scheme or contract as aforesaid, shares in a company are transferred to
another company or its nominee, and those shares together with any other shares in the firstmentioned
company held by, or by a nominee for, the transferee company or its subsidiary at the date of the transfer
comprise or include ninetenths in value of the shares in the firstmentioned company or of any class of
those shares, then---
(a) the transferee company shall within one month from the date of the transfer (unless on a previous
transfer in pursuance of the scheme or contract it has already complied with this requirement) give notice of
that fact in the prescribed manner to the holder of the remaining shares or of the remaining shares of that
class, as the case may be, who have not assented to the scheme or contract; and
(b) any such holder may within three months from the giving of the notice to him or her require the
transferee company to acquire the shares in question, and where a shareholder gives notice under paragraph
(b) of this subsection with respect to any shares, the transferee company shall be entitled and bound to
acquire those shares on the terms on which under the scheme or contract the shares of the approving
shareholders were transferred to it, or on such other terms as may be agreed or as the court on the
application of either the transferee company or the shareholder thinks fit to order.
(3) Where a notice has been given by the transferee company under subsection (1) and the court has not, on
an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on
the expiration of one month from the date on which the notice has been given, or, if an application to the
court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a
copy of the notice to the transferor company together with an instrument of transfer executed on behalf of
the shareholder by any person appointed by the transferee company and on its own behalf by the transferee
company, and pay or transfer to the transferor company the amount or other consideration representing the
price payable by the transferee company for the shares which by virtue of this section that company is
entitled to acquire, and the transferor company shall thereupon register the transferee company as the
holder of those shares~ but an instrument of transfer shall not be required for any share for which a share
warrant is for the time being outstanding.
(4) Any sums received by the transferor company under this section shall be paid into a separate bank
account, and any such sums and any other consideration so received shall be held by that company on trust
for the several persons entitled to the shares in respect of which those sums or other consideration were
respectively received.
(5) In this section, dissenting shareholder includes a shareholder who has not assented to the scheme or
contract and any shareholder who has failed or refused to transfer his or her shares to the transferee
company in accordance with the scheme or contract.
Minorities
1. PRELIMINARY.
modes of winding up
Contributories.
jurisdiction.
thousand shillings then due has served on the company, by leaving it at the registered office of the
company, a demand under his or her hand requiring the company to pay the sum so due and the company
has for three weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable
satisfaction of the creditor;
(b) if execution or other process issued on a judgment, decree or order of any court in favour of a creditor
of the company is returned unsatisfied in whole or in part; or
(c) if it is proved to the satisfaction of the court that the company is unable to pay its debts, and in
determining whether a company is unable to pay its debts the court shall take into account the contingent
and prospective liabilities of the company.
commencement of winding up
(1) Where, before the presentation of a petition for the winding up of a company by the court, a resolution
has been passed by the company for voluntary winding up, the winding up of the company shall be deemed
to have commenced at the time of the passing of the resolution, and unless the court, on proof of fraud or
mistake, thinks lit otherwise to direct, all proceedings taken in the voluntary winding up shall be deemed to
have been validly taken.
(2) in any other case, the winding up of a company by the court shall be deemed to commence at the time
of the presentation of the petition for the winding up.
official receiver a statement as to the affairs of the company in the prescribed form, verified by affidavit,
and showing the particulars of its assets, debts and liabilities, the names, postal addresses and occupations
of its creditors, the securities held by them respectively, the dates when the securities were respectively
given, and such further or other information as may be prescribed or as the official receiver may require.
(2) The statement shall be submitted and verified by one or more of the persons who are at the relevant
date the directors and by the person who is at that date the secretary of the company, or by such of the
persons hereafter in this subsection mentioned as the official receiver, subject to the direction of the court,
may require to submit and verify the statement, that is to say, persons--
(a) who are or have been officers of the company;
(b) who have taken part in the formation of the company at any time within one year before the relevant
date;
(c) who are in the employment of the company, or have been in the employment of the company within
that year, and are in the opinion of the official receiver capable of giving the information required;
(d) who are or have been within that year officers of or in the employment of a company which is, or within
that year was, an officer of the company to which the statement relates;
(e) who are at the relevant date the receivers or managers of the whole or substantially the whole of the
companys capital.
(3) The statement shall be submitted within fourteen days from the relevant date or within such extended
time as the official receiver or the court may for special reasons appoint.
(4) Any person making or concurring in making the statement and affidavit required by this section may be
allowed, and if so allowed shall be paid by the official receiver or provisional liquidator, as the case may be,
out of the assets of the company such costs and expenses incurred in and about the preparation and making
of the statement and affidavit as the official receiver may consider reasonable, subject to an appeal to the
court.
(5) If any person, without reasonable excuse, makes default in complying with the requirements of this
section, he or she is liable to a fine not exceeding two hundred shillings for every day during which the
default continues.
(6) Any person stating himself or herself in writing to be a creditor or contributory of the company shall be
entitled by himself or herself or by his or her agent at all reasonable times, on payment of the prescribed
fee, to inspect the statement submitted in pursuance of this section, and to a copy of it or extract from it.
(7) Any person untruthfully so stating himself or herself to be a creditor or contributory commits an
offence and is liable on conviction to a fine not exceeding four hundred shillings.
(8) In this section, ~the relevant date" means, in a case where a provisional liquidator is appointed, the date
of his or her appointment, and in a case where no such appointment is made, the date of the winding up
order.
liabilities;
(b) the company has failed, as to the causes of the failure; and
(c) whether in his or her opinion further inquiry is desirable as to any matter relating to the promotion,
formation or failure of the company or the conduct of its business.
(2) The official receiver may also, if he or she thinks lit, make a further report, or further reports, stating the
manner in which the company was formed and whether in his or her opinion any fraud has been committed
by any person in its promotion or formation or by any officer of the company in relation to the company
since its formation, and any other matters which in his or her opinion it is desirable to bring to the notice of
the court.
(3) If the official receiver states in any such further report as aforesaid that in his or her opinion a fraud has
been committed as aforesaid, the court shall have the further powers provided in section 268.
Liquidators.
of the particular company in respect of which he or she is appointed and not by his or her individual name.
240. Provisions where a person other than the official receiver is appointed liquidator.
Where, in the winding up of a company by the court a person other than the official receiver is appointed
liquidator, that person
(a) shall not be capable of acting as liquidator until he or she has notified his or her appointment to the
registrar and given security in the prescribed manner to the satisfaction of the official receiver;
(b) shall give the official receiver such information and such access to and facilities for inspecting the hooks
and documents of the company and generally such aid as may be requisite for enabling that officer to
perform his or her duties under this Act.
(b) to carry on the business of the company so far as may be necessary for the beneficial winding up thereof;
(c) to appoint an advocate to assist him or her in the performance of his or her duties;
(d) to pay any classes of creditors in full;
(e) to make any compromise, or arrangement with creditors, or persons claiming to be creditors, or having
or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding
only in damages against the company, or whereby the company may be rendered liable;
(f) to compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all
claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or
supposed to subsist between the company and a contributory or alleged contributory or other debtor or
person apprehending liability to the company, and all questions in any way relating to or affecting the assets
or the winding up of the company, on such terms as may be agreed, and take any security for the discharge
of any such call, debt, liability or claim and give a complete discharge in respect thereof.
(2) The liquidator in a winding up by the court shall have power---
(a) to sell the movable and immovable property and things in action of the company by public auction or
private contract, with power to transfer the whole thereof to any person or company or to sell the same in
parcels;
(b) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other
documents, and for that purpose to use, when necessary, the companys seal;
(c) to prove, rank and claim in the bankruptcy, insolvency or sequestration of any contributory for any
balance against his or her estate, and to receive dividends in the bankruptcy, insolvency or sequestration in
respect of that balance, as a separate debt due from the bankrupt or insolvent, and ratably with the other
separate creditors;
(d) to draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of
the company, with the same effect with respect to the liability of the company as if the bill or note had
been drawn, accepted, made or endorsed by or on behalf of the company in the course of its business;
(e) to raise on the security of the assets of the company any money requisite;
(f) to take out in his or her official name letters of administration to any deceased contributory, and to do in
his or her official name any other act necessary for obtaining payment of any money due from a
contributory or his or her estate which cannot be conveniently done in the name of the company, and in all
such cases the money due shall, for the purpose of enabling the liquidator to take out the letters of
administration or recover the money, be deemed to be clue to the liquidator himself or herself; but that
nothing in this paragraph shall be deemed to affect the rights, duties and privileges of the Administrator
General;
(g) to appoint an agent to do any business which the liquidator is unable to do himself or herself;
(h) where winding up proceedings have been commenced in respect of the company in one or more of the
prescribed territories as well as in Uganda, to make such payments to a liquidator or provisional liquidator
of the company in any of the prescribed territories as may be necessary for the distribution of the
companys assets;
(I) to do all such other things as may be necessary for winding up the affairs of the company and
distributing its assets.
(3) The exercise by a liquidator in a winding up by the court of the powers conferred by this section shall be
subject to the control of the court, and any creditor or contributory may apply to the court with respect to
she explains the retention to the satisfaction of the court he or she shall pay interest on the amount SO
retained in excess at the rate of 20 percent per year, and shall be liable to disallowance of all or such part of
his or her remuneration as the court may think just, and to be removed from his or her office by the court,
and shall be liable to pay any expenses occasioned by reason of his or her default.
(4) A liquidator of a company which is being wound up by the court shall not pay any sums received by him
or her as liquidator into his or her private banking account.
liquidation, and has distributed a final dividend, if any, to the creditors, and adjusted the rights of the
contributories among themselves, and made a final return, if any, to the contributories, or has resigned, or
has been removed from his or her office, the court shall, on his or her application, cause a report on his or
her accounts to be prepared, and, on his or her complying with all to the the requirements of the court, shall
take into consideration the report and any objection which may be urged by any creditor or contributory or
person interested against the release of the liquidator and shall either grant or withhold the release
accordingly.
(2) Where the release of a liquidator is withheld, the court may, on the application of any creditor or
contributory or person interested, make such order as it thinks just, charging the liquidator with the
consequences of any act or default which he or she may have done or made contrary to his or her duty.
(3) An order of the Court releasing the liquidator shall discharge him or her from all liability in respect of
any act done or default made by him or her in the administration of the affairs of the company or otherwise
in relation to his or her conduct as liquidator, but any such order may be revoked on proof that it was
obtained by fraud or by suppression or concealment of any material fact.
(4) Where the liquidator has not previously resigned or been removed, his or her release shall operate as a
removal of him or her from his or her office.
Committees of inspection.
251. Meetings of creditors and contributories to determine whether a committee of inspection shall
be appointed.
(1) When a winding up order has been made by the court, it shall be the business of the separate meetings
of creditors and contributories summoned for the purpose of determining whether or not an application
should be made to the court for appointing a liquidator in place of the official receiver, to determine further
whether or not an application is to be made to the court for the appointment of a committee of inspection
to act with the liquidator and who are to be members of the committee if appointed.
(2) The court may make any appointment and order required to give effect to any such determination, and if
there is a difference between the determinations of the meetings of the creditors and contributories in
respect of the matters aforesaid, the court shall decide the difference and make such order thereon as the
court may think fit.
liquidator.
(5) If a member of the committee becomes bankrupt or compounds or arranges with his or her creditors or
is absent from five consecutive meetings of the committee without the leave of those members who
together with himself or herself represent the creditors or contributories, as the case may be, his or her
office shall thereupon become vacant.
(6) A member of the committee may be removed by an ordinary resolution at a meeting of creditors, if he
or she represents creditors, or of contributories, if he or she represents contributories, of which twenty
one days notice has been given, stating the object of the meeting.
(7) On a vacancy occurring in the committee the liquidator shall forthwith summon a meeting of creditors
or of contributories, as the case may require, to fill the vacancy, and the may, by resolution, reappoint the
same or appoint another creditor or contributory to fill the vacancy; but if the liquidator, having regard to
the position in winding up, is of the opinion that it is unnecessary for the vacancy to be filled, he or she
may apply to the court, and the court may make an order that the vacancy shall not be filled, or shall not be
filled except in such circumstances as may be specified in the order.
(8) The continuing members of the committee, if not less than two, may act notwithstanding any vacancy in
the committee.
(2) In settling the list of contributories, the court shall distinguish between persons who are contributories
in their own right and persons who are contributories as being representatives of or liable for the debts of
others.
257. Payment of debts due by a contributory to the company and extent to which setoff allowed.
(1) The court may, at any time after making a winding up order, make an order on any contributory for the
time being on the list of contributories to pay, in the manner directed by the order, any money due from
him or her or from the estate of the person whom he or she represents to the company, exclusive of any
money payable by him or her or the estate by virtue of any call in pursuance of this Act.
(2) The court in making such an order may
(a) in the case of an unlimited company, allow to the contributory by way of setoff any money due to him or
her or to the estate which he or she represents from the company on any independent dealing or contract
with the company, but not any money due to him or her as a member of the company in respect of any
dividend or profit; and
(b) in the case of a limited company, make to any director or manager whose liability is unlimited or to his
or her estate the like allowance.
(3) In the case of any company, whether limited or unlimited, when all the creditors arc paid in lull, any
money due on any account to a contributory from the company may be allowed to him or her by way of
setoff against any subsequent call.
winding up by the court shall be subject in all respects to the orders of the court.
266. Power to summon persons suspected of having property of the company. etc.
(1) The court may, at any time after the appointment of an interim liquidator or the making of a winding up
order, summon before it any officer of the company or person known or suspected to have in his or her
possession any property of the company or supposed to be indebted to the company, or any person whom
the court deems capable of giving information concerning the promotion, formation, trade, dealings, affairs
or property of the company.
(2) The court may examine him or her on oath concerning the matters aforesaid, either by word of mouth
or on written interrogatories and may reduce his or her answers to writing and require him or her to sign
them.
(3) The court may require him or her to produce any books and papers in his or her custody or power
relating to the company, but, where he or she claims any lien on books or papers produced by him or her,
the production shall be without prejudice to that lien, and the court shall have jurisdiction in the winding up
to determine all questions relating to that lien.
(4) If any person so summoned, after being tendered a reasonable sum for his or her expenses, refuses to
come before the court at the time appointed, not having a lawful impediment (made known to the court at
the time of its sitting and allowed by it), the court may cause him or her to be arrested and brought before
the court for examination.
(7) Notwithstanding subsection (6) if any such person applies to the court to be exculpated from any
charges made or suggested against him or her, the official receiver shall appear on the hearing of the
application and call the attention of the court to any matters which appear to the official receiver to be
relevant, and if the court, after hearing any evidence given or witnesses called by the official receiver, grants
the application, the court may allow the applicant such costs as in its discretion it may think fit.
(8) Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by,
the person examined, and may thereafter be used in evidence against him or her, and shall be open to
the Inspection of any creditor or contributory at all reasonable times.
(9) The court may, if it thinks fit, adjourn the examination from time to time.
275. Appeals.
Subject to such conditions and limitations as may be prescribed by general rules, an appeal shall lie---
(a) to the High Court from a decision or order given or made by a magistrates court in the exercise of any
jurisdiction conferred upon it under section 219;
(b) to the Court of Appeal on a matter of law, but not on a matter of fact, from a decision or order given or
made by the High Court in the exercise of the appellate jurisdiction conferred upon it by paragraph (a) of
this section;
(c) to the Court of Appeal from a decision or order given or made by the High Court in respect of a special
case referred to it under section 221;
(d) to the Court of Appeal from any decision or order given or made by the High Court in the exercise of
the jurisdiction conferred upon it by section 218, not being a decision or order of the kind referred to in
paragraphs (b) and (c) of this section.
(2) In this Act, a resolution for voluntary winding up means a resolution passed under any of the
provisions of subsection (1).
279. Effect of voluntary winding up on the business and status of the company.
(1) In case of a voluntary winding up, the company shall, from the commencement of the winding up, cease
to carry on its business, except so far as may be required for the beneficial winding up of the company.
(2) The corporate state and corporate powers of the company shall, notwithstanding anything to the
contrary in its articles, continue until it is dissolved.
Declaration of solvency
(3) Any director of a company making a declaration under this section without having reasonable grounds
for the opinion that the company will be able to pay its debts in full within the period specified in the
declaration is liable to imprisonment for a period not exceeding twelve months or to a fine not exceeding
twenty thousand shillings or to both, and if the company is wound up in pursuance of a resolution passed
within thirty days after the making of the declaration, but its debts are not paid or provided for in full within
the period stated in the declaration, it shall be presumed until the contrary is shown that the director did not
have reasonable grounds for his or her opinion.
(4) A winding up in the case of which a declaration has been made and delivered in accordance with this
section or section 228 of the repealed Companies Ordinance, is in this Act referred to as "a members'
voluntary winding up" , and a winding up in the case of which a declaration has not been made and
delivered as aforesaid is in this Act referred to as " a creditors voluntary winding up.
285. Power of the liquidator to accept shares, etc, as consideration for the sale of property of the
company.
(1) Where a company is proposed to be or is in course of being, wound up voluntarily, and the whole or
part of its business or property is proposed to be transferred or sold to another company, whether a
company within the meaning of this Act or not (in this section called "the transferee company"), the
liquidator of the first-mentioned company (in this section called the transferor company") may, with the
sanction of a special resolution of that company, conferring either a general authority on the liquidator or an
authority in respect of any particular arrangement, receive, in compensation or part compensation for the
transfer or sale, shares, policies or other like interests in the transferee company for distribution among the
members of the transferor company, or may enter into any other arrangement whereby the members of the
transferor company may, in lieu of receiving cash, shares, policies or other like interests, or in addition
thereto, participate in the profits of or receive any other benefit from the transferee company.
(2) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor
company.
(3) If any member of the transferor company who did not vote in favour of the special resolution expresses
his or her dissent there from in writing addressed to the liquidator, and left at the registered office of the
company within seven days after the passing of the resolution, he or she may require the liquidator either to
abstain from carrying the resolution into effect or to purchase his or her interest at a price to be determined
by agreement or by arbitration in accordance with the law relating to arbitration for the time being in force
in Uganda.
(4) If the liquidator elects to purchase the members interest, the purchase money must be paid before the
company is dissolved and be raised by the liquidator in such manner as may be determined by special
resolution.
(5) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before
or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, if an order is
made within a year for winding up the company by or subject to the supervision of the court, the special
resolution shall not be valid unless sanctioned by the court.
287. Duty of the liquidator to call a general meeting at the end of year.
(1) Subject to section 289, in the event of the winding up continuing for more than one year, the liquidator
shall summon a general meeting of the company at the end of the first year from the commencement of the
winding up, and of each succeeding year, or at the first convenient date within three months from the end
of the year or such longer period as the registrar may allow, and shall lay before the meeting an account of
his or her acts and dealings and of the conduct of the winding up during the preceding year.
(2) If the liquidator fails to comply with this section, he or she is liable to a fine not exceeding two hundred
shillings.
(2) The meeting shall be called by advertisement in the Gazette, and in a newspaper circulating in Uganda
specifying the time, place and object thereof, and published thirty days at least before the meeting.
(3) Within fourteen days after the meeting, the liquidator shall send to the registrar a copy of the account,
and shall make a return to him or her of the holding of the meeting and of its date; and if the copy is not
sent or the, return is not made in accordance with this subsection, the liquidator is liable to a fine not
exceeding one hundred shillings for every day during which the under default continues; except that ii a
quorum is not present at the meeting, the liquidator shall, in lieu of the return hereinbefore mentioned,
make a return that the meeting was duly summoned and that no quorum was present at it, and upon such a
return being made the provisions of this subsection as to the making of the return shall be deemed to have
been complied with.
(4) The registrar on receiving the account and either of the returns mentioned in subsection (3) shall
forthwith register them, and on the expiration of three months from the registration of the return the
company shall be deemed to be dissolved; but the court may, on the application of the liquidator or of any
other person who appears to the court to be interested, make an order deferring the date at which the
dissolution of the company is to take effect for such time as the court thinks fit,
(5) The person on whose application an order of the court under this section is made shall, within seven
days after the making of the order, deliver to the registrar a certified copy of the order for registration, and
if that person tails so to do he or she is liable to a fine not exceeding one hundred shillings for every day
during which the default continues.
(6) If the liquidator fails to call a general meeting of the company as required by this section, he or she is
liable to a fine not exceeding one thousand shillings.
(a) cause a full statement of the position of the companys affairs together with a list of the creditors of the
company and the estimated amount of their claims to be laid before the meeting of the creditors to be held
as aforesaid; and
(b) appoint one of their number to preside at the meeting.
(4) It shall be the duty of the director appointed to preside at the meeting of the creditors to attend the
meeting and preside at it.
(5) If the meeting of the company at which the resolution for voluntary winding up is to be proposed is
adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the meeting of the
p were a creditors held in pursuance of subsection (1) shall have effect as if it had been passed immediately
after the passing of a resolution for winding up the company.
resolution.
(3) Subject to this section and to any general rules made in this behalf, the provisions of section 252 except
subsection (1), shall apply with respect to a committee of inspection appointed under this section as they
apply with respect to a committee of inspection appointed in a winding up by the court.
297. Duty of the liquidator to call meetings of the company and of creditors at the end of each year.
(1) In the event of the winding up continuing for more than one year, the liquidator shall summon a general
meeting of the company and a meeting of the creditors at the end of the first year from the commencement
of the winding up, and of each succeeding year, or at the first convenient date within three months from the
end of the year or such longer period as the registrar may allow, and shall lay before the meetings an
account of his or her acts and dealings and of the conduct of the winding up during the preceding year.
(2) If the liquidator fails to comply with this section, he or she is liable to a fine not exceeding two hundred
shillings.
either such meeting, the liquidator shall, in lieu of the return herein before mentioned, make a return that
the meeting was duly summoned and that no quorum was present thereat and upon such a return being
made the provisions of this subsection as to the making of the return shall, in respect of that meeting, be
deemed to have been complied with.
(4) The registrar on receiving the account and, in respect of each such meeting, either of the returns
mentioned in subsection (3), shall forthwith register them, and on the expiration of three months from the
registration thereof the company shall be deemed to be dissolved, but the court may, on the application of
the liquidator or of any other person who appears to the court to be interested, make an order deferring the
date at which the dissolution of the company is to take effect for such time as the court thinks fit.
(5) The person on whose application an order of the court under this section is made shall within seven
days after the making of the order, deliver to the registrar a certified copy of the order for registration; and
if that person fails to do so, he or she is liable to a fine not exceeding one hundred shillings for every day
during which the default continues.
(6) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required
by this section, he or she is liable to a fine not exceeding one thousand shillings.
themselves.
(3) When several liquidators arc appointed, any power given by this Act may be exercised by such one or
more of them as may be determined at the time of their appointment, or, in default of such determination,
by any number not less than two.
302. Power of the court to appoint and remove a liquidator in voluntary winding up.
(1) If from any cause whatever there is no liquidator acting, the court part may appoint a liquidator.
(2) The court may, on cause shown, remove a liquidator and appoint another liquidator.
insofar as the operation of that section is excluded in a voluntary winding up by general rules.
(2) Notwithstanding anything in subsection (1)(c), the sum to which priority is to be given under that
paragraph shall not, in the case of any one claimant, exceed four thousand shillings; except that where a
claimant under subsection (1)(c) is a labourer in husbandry who has entered into a contract for the payment
of a portion of his or her wages in a lump sum at the end of the year of hiring, he or she shall have priority
in respect of the whole of such sum, or a part of it, as the court may decide to be due under the contract,
proportionate to the time of service up to the relevant date.
(3) Where any compensation under any law for the time being in force in Uganda relating to compensation
of workers is a weekly payment, the amount due in respect thereof shall, for the purposes of subsection (l)
(d) be taken to be the amount of the lump sum for which the weekly payment months could, if redeemable,
be redeemed if the employer made an application for years that purpose under such law.
(4) Where any payment has been made to any clerk, servant, worker or labourer in the employment of a
company, on account of wages or salary out of money advanced by some person for that purpose, the
person by whom the money was advanced shall in a winding up have a right of priority in respect of the
money so advanced and paid-up to the amount by which the sum in respect of which the clerk, servant,
worker or labourer would have been entitled to priority in the winding up has been diminished by reason of
the payment having been made.
(5) The foregoing debts shall---
(a) rank equally among themselves and be paid in full, unless the assets are insufficient to meet them, in
which case they shall abate in equal proportions; and
(b) so far as the assets of the company available for payment of general creditors are insufficient to meet
them, have priority over the claims of holders of debentures under any floating charge created by the
company, and be paid accordingly out of any property comprised in or subject to that charge.
(6) Subject to the retention of such sums as may be necessary for the costs and expenses of the winding up,
the foregoing debts shall be discharged forthwith so far as the assets are sufficient to meet them.
(7) In the event of a landlord or other person distraining or having distrained on any goods or effects of the
company within six months next before the date of a winding up order, the debts to which priority is given
by this section shall be a first charge on the goods or effects so distrained on, or the proceeds of the sale of
those goods or effects; but in respect of any money paid under any such charge, the landlord or other
person shall have the same rights of priority as the person to whom the payment is made.
(8) For the purposes of this section---
(a) any remuneration in respect of a period of absence from work through sickness or other good cause
shall be deemed to be wages in respect of services rendered to the company during that period;
(b) " the relevant date" means ---
(i) in the case of a company ordered to be wound up compulsorily, the date of the appointment (or first
appointment) of an interim liquidator, or, if no such appointment was made, the date of the winding up
order, unless in either case the company had commenced to be wound up voluntarily before that date; and
(ii) in any case where tile foregoing subparagraph does not apply, means the date of the passing of the
resolution for the winding up of the company.
(9) This section shall not apply in the case of a winding up where the pa relevant date as defined in section
261(6) of the repealed Companies Ordinance occurred before tile commencement of this Act, and in such
a case the provisions relating to preferential payments which would have applied in this Act had not been
passed shall be deemed to remain in full force.
burdened with onerous covenants, of shares or stock in companies, of unprofitable contracts, or of any
other property that is unsaleable, or not readily saleable, by reason of its binding its possessor to the
performance of any onerous act or to the payment of any sum of money, the liquidator of the company,
notwithstanding that he or she has endeavored to sell or has taken possession of the property or exercised
any act of ownership in relation to it, may, with the leave of the court and subject to this section, by writing
signed by him or her, at any time within twelve months after the commencement of the winding up or such
extended period as may be allowed by the court, disclaim the property except that where any such property
has not come to the knowledge of the liquidator within one month after the commencement of the winding
up. the power under this section of disclaiming the property may be exercised at any time within any twelve
months after he or she has become aware of it or such extended period as may be allowed by the court.
(2) The disclaimer shall operate to determine, as from the date of the disclaimer, the rights, interest and
liabilities of the company, and the property of the company, in or in respect of the property disclaimed, but
shall not, except so far as is necessary for the purpose of releasing the company and the property of the
company from liability, affect the rights or liabilities of any other person.
(3) The court, before or on granting leave to disclaim, may require such notices to be given to persons
interested, and impose such terms as a condition of granting leave, and make such other order in the matter
as the court thinks just.
(4) The liquidator shall not be entitled to disclaim any property under this section in any case where an
application in writing has been made to him or her by any persons interested in the property requiring him
or her to decide whether he or she will or will not disclaim and the liquidator has not, within twenty-eight
days after the receipt of the application or such further period as may be allowed by the court, given
notice to the applicant that he or she intends to apply to the court for leave to disclaim, and, in the case of a
contract, if the liquidator, after such an application as aforesaid, does not within that period or further
period disclaim the contract, the company shall be deemed to have adopted it.
(5) The court may, on the application of any person who is, as against the liquidator, entitled to the benefit
or subject to the burden of a contract made with the company, make an order rescinding the contract on
such terms as to payment by or to either party of damages for the nonperformance of the contract, or
otherwise as the court thinks just, and any damages payable under the order to any such person may be
proved by him or her as a debt in the winding up.
(6) The court may, on an application by any person who either claims any interest in any disclaimed
property or is under any liability not discharged by this Act in respect of any disclaimed property and on
hearing any such persons as it thinks fit, make an order for the vesting of the property in or the delivery of
the property to any persons entitled to it, or to whom it may seem just that the property should be
delivered by way of compensation for such liability as aforesaid, or a trustee for him or her, and on such
terms as the court thinks just, and on any such vesting order being made, the property comprised in it shall
vest accordingly in the person named in it in that behalf without any conveyance or assignment for the
purpose.
(7) Notwithstanding subsection (6) where the property disclaimed is of a leasehold nature, the court shall
not make a vesting order in favour of any person claiming under the company, whether as underlessee or as
mortgagee by demise, including a chargee by way of legal mortgage, except upon the terms of making that
person---
(a) subject to the same liabilities and obligations as those to which the company was subject under the lease
in respect of the property at the commencement of the winding up; or
(b) if the court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned
to that person at that date, and in either event (if the case so requires) as if the lease had comprised only the
property comprised in the vesting order, and any mortgagee or underlessee declining to accept a vesting
order upon such terms shall be excluded from all interest in and security upon the property, and, if there is
no person claiming under the company who is willing to accept an order upon such terms, the court shall
have power to vest the estate and interest of the company in the property in any person liable either
personally or in a pc representative character, and either alone or jointly with the company, to perform the
lessees covenants in the lease, freed and discharged from all estates, incumbrances and interests created
therein by the company.
(8) Any person injured by the operation of a disclaimer under this section shall be deemed to be a creditor
of the company to the amount of the Injury and may, accordingly, prove the amount as a debt in the
winding up.
320. Restriction of the rights of a creditor as to execution or attachment in the case of a company
being wound up.
(1) Where a creditor has issued execution against the movable or immovable property of a company or has
attached any debt due to the company, and the company is subsequently wound up, he or she shall not be
the entitled to retain the benefit of~ the execution or attachment against the of, liquidator in the winding up
of the company unless he or she has completed the execution or attachment before the commencement of
the winding up; except that---
(a) where any creditor has had notice of a meeting having been called at which a resolution for voluntary
winding up is to be proposed, the date on which the creditor so had notice shall, for the purposes of the
foregoing provision, be Substituted for the ser date of the commencement of the winding up;
(b) a person who purchases in good faith under a sale by a bailiff on an order of the court any movable
property of a company on which an execution has been levied shall in all cases acquire a oh good title
thereto against the liquidator; and
(c) the rights conferred by this subsection on the liquidator may be set aside by the court in favour of the
creditor to such extent and subject to such terms as the court may think fit.
(2) For the purposes of this section, an execution against movable property shall be taken to be completed
by seizure and sale, and an attachment of a debt shall be deemed to be completed by receipt of the debt and
an execution against immovable property shall be deemed to be completed by seizure and, in the case of an
equitable interest, by the appointment of a receiver.
(3) In this and section 321, "movable property" includes all chattels personal, and "bailiff" includes any
officer charged with the execution of a writ or other process.
delivered, and the liquidator may sell the goods, or a sufficient part thereof, for the purpose of satisfying
that charge.
(2) Subject to subsection (3), where under an execution in respect of a decree for a sum exceeding four
hundred shillings the movable property of a company is sold or money is paid in order to avoid sale, the
bailiff shall deduct the costs of the execution from the proceeds of the sale or the money paid and retain the
balance for fourteen days, and if within that lime notice is served on him or her of a petition for the
winding up of the company having been presented or of a meeting having been called at which there is to
be proposed a resolution for the voluntary winding up of the company and an order is made or a resolution
is passed, as the case may be, For the winding up of the company, the bailiff shall pay the balance to the
liquidator, who shall be entitled to retain it as against the execution creditor.
(3) The rights conferred by this section on the liquidator may be set aside by the court in favour of the
creditor to such extent and subject to such terms as the court thinks fit.
book or paper affecting or relating to the property or affairs of the company; (j) within twelve months next
before the commencement of the winding up or at any time thereafter makes or is privy to the making of
any false entry in any book or paper affecting or relating to the property or affairs of the company;
(k) within twelve months next before the commencement of the winding up or at any time thereafter
fraudulently parts with, alters or makes any omission in, or is privy to the fraudulent parting with, altering
or making any omission in, any document affecting or relating to the property or affairs of the company;
(l) after the commencement of the winding up or at any meeting of the creditors of the company within
twelve months next before the commencement of the winding up attempts to account for any part of the
property of the company by fictitious losses or expenses;
(m) has within twelve months next before the commencement of the winding up or at any time thereafter,
by any false representation or other fraud, obtained any property for or on behalf of the company on credit
which the company does not subsequently pay for;
(n) within twelve months next before the commencement of the winding up or at any time thereafter, under
the false pretence the company is carrying on its business, obtains on credit, for or on behalf of the
company, any property which the company does not subsequently pay for; (o) within twelve months next
before the commencement of the winding up or at any time thereafter pawns, pledges or disposes of any
properly of the company which has been obtained on credit and has not been paid for, unless such
pawning, pledging or disposing is in the ordinary way of the business of the company;
(p) is guilty of any false representation or other fraud for the purpose of obtaining the consent of the
creditors of the company or any of them to an agreement with reference to the affairs of the company or
to the winding up;
(q) has within twelve months next before the commencement of the winding up been privy to the carrying
on of the business of the company knowing that the company was unable to pay its debts;
(r) has been privy to the contracting by the company of any debt provable in the liquidation without having
at the time when debt was contracted any reasonable or probable ground of expectation (proof whereof
shall lie on him or her) that the company would be able to pay that debt, he or she commits an offence and
is, in the case of the offences mentioned in paragraphs (m), (n) and (o) of this subsection, liable on
conviction to imprisonment for a term not exceeding live years and in the case of any other offence is liable
on conviction to imprisonment for a term not exceeding three years.
(2) It shall be a good defence to a charge under any of paragraphs (a), b), (c), (d), (f), (n), (o), (q) and (r) of
subsection (1) if the accused proves that he or she had no intent to defraud and to a charge under any of
paragraphs (h), (i) and (j) of that subsection if lie or she proves that he or she had no intent to conceal the
state of affairs of the company or to defeat the law.
(3) Where any person pawns, pledges or disposes of any property in circumstances which amount to an
offence under subsection (1 )(o), every person who takes in pawn or pledge or otherwise receives the
property knowing it to be pawned, pledged or disposed of in such circumstances as aforesaid commits an
offence and is liable on conviction to be punished in the same way as if lie or she had been convicted of any
offence under section 314(1) of the Penal Code Act.
(4) For the purposes of this section, officer includes any person in accordance with whose directions or
instructions the directors of a company have been accustomed to act.
If any officer or contributory of any company being wound up destroys, mutilates, alters or falsifies any
books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any
register, book of account or document belonging to the company with intent to defraud or deceive any
person, he or she commits an offence and is liable to imprisonment for a term not exceeding seven years,
and is also liable to a fine.
325. Officers of a company Failing to account for loss of part of the company's property.
(1) If any person being a past or present officer of a company which is being wound up under this Act, on
being required by the official receiver at any time or iii tile course of his or her examination by the court
under section 268 to account for the loss of any substantial part of the company s property incurred within
a period of a year next preceding the commencement of the winding up, fails to give a satisfactory
explanation of the manner in which the loss occurred, he or she commits an offence and is liable on
conviction to imprisonment for a term not exceeding three years.
(2) A prosecution shall not be instituted against any person under this section except by order of the
Director of Public Prosecutions.
328. Power of the court to assess damages against delinquent directors, etc.
(1) If in the course of winding up a company it appears that any person who has taken part in the formation
or promotion of the company, or any past or present director, manager or liquidator, or any officer of the
company, has misapplied or retained or become liable or accountable for any money or property of the
company, or been guilty of any misfeasance or breach of trust in relation to the company, the court may, on
the application of the official receiver, or of the liquidator, or of any creditor or contributory examine into
the conduct of the promoter, director, manager, liquidator or officer and compel him or her to repay or
restore the money or property or any part of the money or property respectively with interest at such rate as
the court thinks just, or to contribute such sum to the assets of the company by way of compensation in
respect of the misapplication, retainer, misfeasance or breach of trust as the court thinks just.
(2) This section shall have effect notwithstanding that the offence is one for which the offender may be
criminally liable.
(3) Where an order for payment of money is made under this section, the order shall be deemed to be a
final decree within the meaning of section 2(1)(g) of the Bankruptcy Act.
respect of dividends or other sums due to any person as a member of the company, the liquidator shall
forthwith pay that money to the official receiver for the credit of the Companies Liquidation Account and
shall be entitled to the prescribed certificate of receipt for the money so paid, and that certificate shall be an
effectual discharge to him or her in respect of the money.
(2) For the purpose of ascertaining and getting in any money payable under this section, the like powers
may be exercised, and by the like authority, as are exercisable under section 134 of the Bankruptcy Act, for
the purposes of ascertaining and getting in the sums, funds and dividends referred to in that section.
(3) Any person claiming to be entitled to any money paid under this section may apply to the official
receiver for payment of that money, and the official receiver may, on a certificate by the liquidator that the
person claiming is entitled, pay to that person the sum due.
(4) Any person dissatisfied with the decision of the official receiver in respect of a claim made under this
section may appeal to the court.
Provisions as to dissolution
the register, the court on an application made by the company or member or creditor before the expiration
of ten years from the publication in the Gazette of the notice aforesaid may, if satisfied that the company
was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the
company be restored to the register, order the name of the company to be restored to the register, and upon
a certified copy of the order being delivered to the registrar for registration, the company shall be deemed to
have continued in existence as if its name had not been struck off; and the court may by the order give such
directions and make such provisions as seem just for placing the company and all other persons in the same
position as nearly as may be as if the name of the company had not been struck off.
(8) A notice to be sent under this section to a liquidator may be addressed to the liquidator at his or her last
known place of business, and a letter or notice to be sent under this section to a company may be addressed
to the company at its registered postal address or, if no postal address has been registered, to the care of
some officer of the company, or if there is no officer of the company whose name and address are known
to the registrar, may be sent to each of the persons who subscribed the memorandum, addressed to him or
her at the address mentioned in the memorandum.
345. Power of the Government to disclaim title to property vesting under section 344.
(1) Where any property vests in the Government under section 344, the Governments title to the property
under that section may be disclaimed by a notice signed by the Attorney General.
(2) Where a notice of disclaimer under this section is executed as respects any property, that property shall
be deemed not to have vested in the Government under section 344, and section 319(2) and (6) shall apply
in relation to the property as if it had been disclaimed under section 319(l) immediately before the
dissolution of the company.
(3) The right to execute a notice of disclaimer under this section may be waived by or on behalf of the
Government either expressly or by taking possession or other act evincing that intention.
(4) A notice of disclaimer under this section shall be of no effect unless it is executed within twelve months
of the date on which the vesting of the property as aforesaid came to the notice of the Attorney General, or,
if an application in writing is made to the Attorney General by any person interested in the property
requiring him or her to decide whether he or she will or will not disclaim, within three months after the
receipt of the application or such further period as may be allowed by the court which would have had
jurisdiction to wind tip the company it it had not been dissolved.
(5) A statement in a notice of disclaimer of any property under this section that the vesting of the property
came to the notice of the Attorney General on a specified date or that no such application as aforesaid was
received by him or her with respect to the property before a specified date shall, until the contrary is
proved, be sufficient evidence of the fact stated.
(6) A notice of disclaimer tinder this section shall be delivered to the registrar for registration by him or her,
and copies of the notice of disclaimer shall be published in the Gazette and sent to any persons who have
given the Attorney General notice that they claim to be interested in the property.
351. Power to appoint the official receiver as receiver for debenture holders or creditors.
Where an application is made to the court to appoint a receiver on behalf of the debenture holders or other
creditors of a company which is being wound up by the court, the official receiver may be so appointed.
twelve months, and within two months, or such longer period as the court may allow, after he or she ceases
to act as receiver or manager of the property of the company, send to the registrar, to any trustees for the
debenture holders of the company on whose behalf he or she was appointed, to the company and (so far as
he or she is aware of their addresses) to all such debenture holders an abstract in the prescribed form
showing his or her receipts and payments during that period of twelve months or, where he or she ceases to
act as aforesaid, during the period from the end of the period to which the last preceding abstract related up
to the date of his or her so ceasing, and the aggregate amounts of his or her receipts and of his or her
payments during all preceding periods since his or her appointment.
(3) Where the receiver is appointed under the powers contained in any instrument, this section shall have
effect---
(a) with the omission of the references to the court in subsection (1); and
(b) with the substitution for the references to the court in subsection (2) of references to the registrar, and
in any other case references to the court shall be taken as referring to the court by which the receiver was
appointed.
(4) Subsection (1) shall not apply in relation to the appointment of a receiver or manager to act with an
existing receiver or manager or in place of a receiver or manager dying or ceasing to act, except that, where
that subsection applies to a receiver or manager who dies or ceases to act before it has been fully complied
with, the references in subsection (1)(b) and (c) to the receiver shall (subject to subsection (5)) include
references to his or her successor and to any continuing receiver or manager.
(5) Nothing in subsection (4) shall be taken as limiting the meaning of the receiver" where used in, or in
relation to, subsection (2).
(6) This and section 356, where the company is being wound up, shall apply notwithstanding that the
receiver or manager and the liquidator are the same person, but with any necessary modifications arising
from that fact.
(7) Nothing in subsection (2) shall be taken to prejudice the duty of the receiver to render proper accounts
or his or her receipts and payments to the persons to whom, and at the times at which, he or she may be
required to do so apart from that subsection.
(8) If the receiver makes default in complying with the requirements of this section, he or she is liable to a
fine not exceeding one hundred shillings for every day during which the default continues.
(b) who have taken part in the formation of the company at any time within one year before the date of the
receivers appointment;
(c) who are in the employment of the company or have been in the employment of the company within that
year, and are in the opinion of the receiver capable of giving the information required;
(d) who are or have been within that year officers of or in the employment of a company which is, or within
that year was, an officer of the company to which the statement relates.
(3) Any person making the statement and affidavit shall be allowed, and shall be paid by the receiver (or his
or her successor) out of his or her receipts, such costs and expenses incurred in and about the preparation
and making of the statement and affidavit as the receiver (or his or her successor) may consider reasonable,
subject to an appeal to the court.
(4) Where the receiver is appointed under the powers contained in any instrument, this section shall have
effect with the substitution for references to the court of references to the registrar or official receiver and
for references to an affidavit of references to a statutory declaration; and in any other case, references to the
court shall be taken as referring to the court by which the receiver was appointed.
(5) If any person without reasonable excuse makes default in complying with the requirements of this
section, he or she is liable to a fine not exceeding two hundred shillings for every day during which the
default continues.
(6) References in this section to the receivers successor shall include a continuing receiver or manager.
(2) In the case of any such default as is mentioned in subsection (1)(a), an application for the purposes of
this section may be made by any member or creditor of the company or by the registrar, and in the case of
any such default as is mentioned in subsection (1)(b), the application shall be made by the liquidator, and in
either case the order may provide that all costs of and incidental to the application shall be borne by the
receiver or manager, as the case may be.
(3) Nothing in this section shall be taken to prejudice the operation of any enactments imposing penalties
on receivers in respect of any such default as is mentioned in subsection (1).
360. Application of the Act to companies formed and registered under us or former enactments.
This Act shall apply to existing companies---
(a) in the case of a limited company, other than a company limited by guarantee, as if the company had
been formed and registered under this Act as a company limited by shares;
(b) in the case of a company limited by guarantee, as if the company had been formed and registered under
this Act as a company limited by guarantee; and
(c) in the case of a company other than a limited company, as if the company had been formed and
registered under this Act as an unlimited company, but that reference, express or implied, to the date of
registration shall be construed as a reference to the date at which the company was registered under that
one of the repealed Ordinances under which such company was registered.
outside Uganda which have, before the 1st January, 1961, established a place of business in Uganda and
continue to have a place of business in Uganda on and after the 1st January, 1961
(2) A foreign company shall not be deemed to have a place of business in Uganda solely on account of its
doing business through an agent in Uganda at the place of business of the agent.
370. Documents, etc, to be delivered to the registrar by foreign companies carrying on business in
Uganda.
(1) Foreign companies which, after the 1St January, 1961, establish a place of business within Uganda shall,
within thirty days of the establishment of the place of business, deliver to the registrar for registration
(a) a certified copy of the charter, statutes or memorandum and articles of the company or other instrument
constituting or defining the constitution of the company, and, if the instrument is not written in the English
language a certified translation thereof;
(b) a list of the directors and secretary of the company containing the particulars mentioned in subsection
(2);
(C) a statement of all subsisting charges created by the company, being charges of the kinds set out in
section 96(2) and not being charges comprising solely property situated outside Uganda;
(d) the names and postal addresses of one or more persons resident in Uganda authorised to accept on
behalf of the company service of process and any notices required to be served on the company;
(e) the full address of the registered or principal office of the company.
(2) The list referred to in subsection (1)(b) shall contain the following particulars with respect to each
director and secretary---
(a) in the case of an individual, his or her present Christian name and surname and any former Christian
name or surname, his or her usual postal address, his or her nationality and his or her business occupation,
if any; and
(b) in the case of a corporation, its corporate name and registered or principal office and its postal address,
except that where all the partners in a firm are joint secretaries of the company, the name and principal
office of the firm may be stated instead of the particulars mentioned in this subsection.
(3) Section 201 (l0)(b), (c) and (d) shall apply for the purpose of the construction of references in subsection
(2)to present and former Christian names and surnames as they apply for the purpose of the construction of
such references in that section.
(4) If any charge, being a charge which ought to have been included in the statement required by subsection
(1)(c), is not so included, it shall be void as regards property in Uganda against the liquidator and any
creditor of the company.
and the secretary of the company verifying the conditions requisite for such exemption.
(2) If any such document as is mentioned in subsection (1) is not the English language, there shall be
annexed to it a certified thereof.
375. Obligation to state name of foreign company, whether limited and country where incorporated.
(1) Every foreign company shall---
(a) in every prospectus inviting subscriptions for its shares or debentures in Uganda state the country in
which the company is incorporated;
(b) conspicuously exhibit in legible Roman characters on every place where it carries on business in Uganda
the name of the company and the country in which the company is incorporated;
(C) cause the name of the company and of the country in which the company is incorporated to be stated in
legible Roman letters in all bill heads and letter paper and in all notices and other official publications of the
company; and
(d) if the liability of the members of the company is limited, cause notice of that fact to be stated in the
English language in legible Roman characters in every such prospectus as aforesaid and in all billheads,
letter paper, notices and other official publications of the company in Uganda and to be affixed on every
place where it carries on its business.
(2) Every foreign company shall in all trade catalogues, trade circulars, showcards and business letters on or
in which the companys name appears and which are issued or sent by the company to any person in
Uganda, state in legible Roman letters with respect to every director being a corporation, the corporate
name, and with respect to every director, being an individual, the following particulars
(a) his or her present Christian name, or the initials of that name, and present surname;
(b) any former Christian names and surnames;
(c) his or her nationality.
(3) If special circumstances exist which render it in the opinion of the registrar expedient that such an
exemption should be granted, the registrar may by order grant, subject to such conditions as may be
specified in the order, exemption from the obligations imposed by subsection (2).
377. Cessation of business by a foreign company and striking it off the register.
(1) If any foreign company ceases to have a place of business in Uganda, it shall forthwith give notice in
writing of the fact to the registrar for registration; and as from the date on which notice is so given, the
obligation of the company to deliver any document to the registrar shall cease and the registrar shall strike
the name of the company off the register.
(2) Where the registrar has reasonable cause to believe that a foreign company has ceased to have a place of
business in Uganda, he or she may send by registered post to the person authorised to accept service on
behalf of the company and, if more than one, to all such persons, a letter inquiring whether the company is
maintaining a place of business in Uganda.
(3) If the registrar receives an answer to the effect that the company has ceased to have a place of business
in Uganda or does not within three months receive any reply, he or she may strike the name of the company
off the register.
Prospectuses
(b) subject to this section, states the matters specified in Part I of the Third Schedule to this Act and sets
out the reports specified in Part II of that Schedule, subject always to the provisions contained in Part
III of that Schedule, except that the provisions of paragraph (a )( i), (ii) and (iii) of this subsection shall not
apply in the case ohm prospectus issued more than two years after the of date at which the company is
entitled to commence business, and, in the application of Part I of the Third Schedule for the purposes of
this subsection, paragraph 2 thereof shall have effect with the substitution, for the reference to the articles,
of a reference to the constitution of the company.
(2) Any condition requiring or binding an applicant for shares or debentures to waive compliance with any
requirement imposed by virtue of subsection (1)(a) or (b), or purporting to affect him or her with notice of
any contract, document or matter not specifically referred to in the prospectus, shall be void.
(3) It shall not be lawful for any person to issue to any person in Uganda a form of application for shares in
or debentures of such a company or intended company as is mentioned in subsection (1) unless the form is
issued with a prospectus which complies with this Part of this Act and the issue of the form in Uganda does
not contravene section 381.
(4) Subsection (3) shall not apply if it is shown that the form of application was issued in connection with a
bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or
debentures.
(5) In the event of noncompliance with or contravention of any of the requirements imposed by subsection
(1)(a) and (b), a director or other person responsible for the prospectus shall not incur any liability by reason
of the noncompliance or contravention if
(a) as regards any matter not disclosed, he or she proves that he or she was not cognisant thereof;
(b) he or she proves that the noncompliance or contravention arose from an honest mistake of fact on his
or her part; or
(c) the noncompliance or contravention was in respect of matters which, in the opinion of the court dealing
with the case were immaterial or were otherwise such as ought, in the opinion of that court, having regard
to all the circumstances of the case, reasonably to be excused, but in the event of failure to include in a
prospectus a statement with respect to the matters contained in paragraph 16 of the Third Schedule to this
Act, no director or other person shall incur any liability in respect of the failure unless it is proved that he or
she had knowledge of the matters not disclosed.
(6) This section
(a) shall not apply to the issue to existing members or debenture holders of a company of a prospectus or
form of application relating to shares in or debentures of the company whether an applicant for shares or
debentures will or will not have the right to renounce in favour of other persons;
(b) except insofar as it requires a prospectus to be dated, shall not apply to the issue of a prospectus relating
to shares or debentures which are or are to be in all respects uniform with shares or debentures previously
issued, but, subject as aforesaid, this section shall apply to a prospectus or form of application whether
issued on or with reference to the formation of a company or subsequently.
(7) Nothing in this section shall limit or diminish any liability which any person may incur under the general
law or this Act, apart from this section.
Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for
the issue of a form of application for shares or debentures, in contravention of any of the provisions of
sections 379 to 382 is liable to a fine not exceeding ten thousand shillings.
387. Fees.
(1) The fees to be paid to the registrar under this Act shall be such as may from time to time be prescribed
by the Minister.
(2) All fees paid under this Act shall be paid into the Consolidated
(b) require a certificate of the incorporation of any company, or a copy or extract of any other document or
any part of any other document, to be certified by the registrar, on payment for the certificate, certified copy
or extract of the prescribed fee, except that- -
(c) in relation to documents delivered to the registrar with a prospectus under section 42(1)(b)(i), the rights
conferred by this subsection shall be exercisable only during the fourteen days beginning with the date of
the prospectus or with the permission of the registrar, and in relation to documents so delivered under
section 382(1)(b), the rights shall be exercisable only during the fourteen days beginning with the date of the
prospectus or with the permission of the registrar; and
(d) the right conferred by paragraph (a) of this subsection shall not extend to any copy sent to the registrar
under section 355 of a statement as to the affairs of a company or of any comments of the receiver or his or
her successor or a continuing receiver or manager on that statement, but only to the summary of the
statement, except where the person claiming the right either is, or is the agent of, a person stating himself or
herself in writing to be a member or creditor of the company to which the statement relates, and the right
conferred by paragraph (b) of this subsection shall be similarly limited.
(2) No process for compelling the production of any documents kept by the registrar shall issue from any
court except with the leave of that court, and any such process if issued shall bear on it a statement that it is
issued with the leave of the court.
(3) A copy of, or extract from, any document kept and registered at the office of the registrar, certified to be
a true copy under the hand of the registrar (whose official position it shall not be necessary to prove), shall
in all legal proceedings be admissible as prima facie evidence of such document or extract, as the case may
be, and of the matters, transactions and accounts therein recorded.
(4) The registrar shall not, in any legal proceeding which he or she is not a party, be compellable---
(a) to produce any document the contents of which can be proved under subsection (3); or
(b) to appear as a witness to prove the matters, transactions or accounts recorded in any such document,
unless by order of the court made for special cause.
(5) Any person untruthfully stating himself or herself in writing for the purposes of subsection (1)(c) or (d)
to be a member or creditor of a company is liable to a fine not exceeding one thousand shillings.
Service of documents.
398. Provision with respect to default fines and meaning of "officer in default".
(1) Where in this Act it is provided that a company and every officer of the company who is in default arc
liable to a default fine, the company and every officer are, for every day during which the default, refusal or
contravention continues, liable to a fine not exceeding such amount as is specified in the enactment, or, if
the amount of the fine is not so specified, to a fine not exceeding one hundred shillings.
(2) For the purpose of any section of this Act which provides that an officer of a company who is in default
is liable to a fine or penalty, "officer who is in default" means any officer of the company who knowingly
and willfully authorises or permits the default, refusal or contravention mentioned in the enactment.
(1) If on an application made to a judge of the High Court in chambers by the Director of Public
Prosecutions or the registrar there is shown to be reasonable cause to believe that any person has, while an
officer of a company, committed an offence in connection with the management of the companys affairs
and that evidence of the commission of the offence is to be found in any books or papers of or under the
control of the company, an order may be made
(a) authorising any person therein to inspect those books or papers or any of them for the purpose of
investigating and obtaining false evidence of the offence; or
(b) requiring the secretary of the company or such other officer of the company as may be named in the
order to produce those books or Papers or any of them to a person named in the order at a place so named.
(2) Subsection (1) shall apply also in relation to any books or papers of a person carrying on the business of
banking so far as they relate to the companys affairs, as it applies to any books or papers of or under the
control under of the company, except that no such order as is referred to in paragraph (b) paid ii thereof
shall be made by virtue of this subsection.
(3) The decision of a judge of the High Court on an application under this section shall not be appealable.
any criminal or other proceedings or to make any application, the proceedings may be instituted or carried
on and the application may be made by the Director of Public Prosecutions or on behalf of the Director of
Public Prosecutions by any person who
(a) has been instructed by the Director of Public Prosecutions to do SO; and
(b) is otherwise entitled to appear before the court or before a judge or magistrate in chambers by virtue of
the advocates rules or, in the case of criminal proceedings, the provisions of the Magistrates Courts Act
relating to the appointment of public prosecutors, but where by this Act the consent of the Director of
Public Prosecutions is required before any proceedings are instituted or thing is done, nothing in this
subsection shall be taken as permitting any person other than the Director of Public Prosecutions to give
such consent.
Legal proceedings.