Partnerships (Amendment) Regulations, 2023

STATUTORY INSTRUMENTS
SUPPLEMENT No. 1 6th January, 2023
STATUTORY INSTRUMENTS SUPPLEMENT

to The Uganda Gazette No. 1, Volume CXVI, dated 6th January, 2023
Printed by UPPC, Entebbe, by Order of the Government.
S T A T U T O R Y I N S T R U M E N T S
2023 No. 5.
THE PARTNERSHIPS (BENEFICIAL OWNERS)

REGULATIONS, 2023
ARRANGEMENT OF REGULATIONS
Regulation
1. Title
2. Interpretation
3. Register of beneficial owners.
4. Registrar to verify identity of beneficial owner.
5. Register to be kept at registered office of partnership
6. Changes in particulars of beneficial owners
7. Registrar to keep record of beneficial owner information
8. Inspection of information on beneficial owners.
9. Cooperation with other agencies.
10. Penalty for false statements.

85
SCHEDULE 1—FORMS
FORM 1—Notice of Beneficial Owner Particulars
FORM 2—Notice of Change of Particulars of Beneficial Owners
FORM 3—Application to Inspect Particulars of Beneficial Owners
SCHEDULE 2—FEES
86
S T A T U T O R Y I N S T R U M E N T S
2023 No. 5.
The Partnerships (Beneficial Owners) Regulations, 2023

(Under section 294 (1) of the Partnerships Act, 2010,
Act No. 2 of 2010)
IN EXERCISE of the powers conferred on the Minister responsible

for justice by section 52A(5) of the Partnerships Act, 2012, these
Regulations are made this 29th day of December, 2022.
1. Title
These Regulations may be cited as the Partnerships (Beneficial
Owners) Regulations, 2023.
2. Interpretation
In these Regulations, unless the context otherwise requires—
“accountable person” includes the registrar of partnerships;
“beneficial owner” means a natural person who has final

ownership or control of a partnership or a natural person on
whose behalf a transaction is conducted in a partnership,
and includes a natural person who exercises ultimate
control over a partnership;
“beneficial owner information” means the information required
under regulation 3;
“competent authority” means investigative, prosecuting, judicial,

regulatory or supervisory authorities of the Government of
Uganda and includes the Financial Intelligence Authority;
“ultimate effective control” means exercise ownership or control

is exercised through actual or chain of ownership or by
means other than direct control.
87
3. Register of beneficial owners.
(1) A limited liability partnership with beneficial owners shall
keep a register of its beneficial owners and enter in the register the
following particulars—
(a) the names and postal addresses of each beneficial owner;
(b) the national identification numbers (NIN) of the beneficial
owners;
(c) the date on which each beneficial owner was entered in the
register as a beneficial owner;
(d) the date on which any person ceased to be a beneficial
owner;
(e) the address, including the mobile telephone number, the
postal address and e-mail address;
(f) the tax identification number;
(g) a summary of the nature of business activities the person is
engaged in;
(h) the immigration status, passport and visa details and work
permit status, where applicable, where the beneficial
owner is foreigner.
(2) A limited liability partnership shall send notice to the

registrar of the creation of the register and of the particulars of its
beneficial owners using Form 1 specified in Schedule 1 to these
Regulations.
(3) The notice shall be given to the registrar within fourteen

days after creating the register.
(4) Where a limited liability partnership defaults in complying

with this Regulation, the limited liability partnership and every officer
of the limited liability partnership who is in default is liable to a daily
default fine of twenty five currency points.
88
4. Registrar to verify identity of beneficial owner.
(1) The registrar shall verify the identity of every beneficial
owner of a limited liability partnership or a transaction within the
limited liability partnership.
(2) For the purposes of subregulation (1), the registrar shall

establish measures to verify the identity of the beneficial owners of the
limited liability partnership or a transaction within the limited liability
partnership.
5. Register to be kept at registered office of partnership

(1) A limited liability partnership with a register of beneficial
owners shall keep the register at the registered office of the limited
liability partnership or such other place specified in subregulation (2).
(2) Where—
(a) the work of making up the register of a limited liability
partnership is done at an office other than the registered
office of the limited liability partnership, the register may
be kept at that other office; or
(b) a limited liability partnership arranges with some other
person for the making up of the register on behalf of the
limited liability partnership, the register may be kept at the
office of that person at which the work is done but it shall
not be kept at a place outside Uganda.
(3) A limited liability partnership shall send notice to the

registrar of the place where its register of beneficial owners is kept
using Form 1 specified in Schedule 1 to these Regulations.

with this regulation, the limited liability partnership and every officer
89
6. Changes in particulars of beneficial owners
(1) Where there is a change in any of the particulars of a
beneficial owner specified in section 52A of the Act and regulation 3
and included in the register of beneficial owners of the limited liability
partnership the limited liability partnership shall amend the register of
beneficial owners to reflect the change.
(2) The limited liability partnership shall give notice of any
change referred to in subregulation (1) using Form 2 specified in
Schedule 1 to these Regulations.
with this regulation, the limited liability partnership and every officer
7. Registrar to keep record of beneficial owner information

(1) The registrar shall establish an official record of beneficial
owner information.
(2) The official record referred to in subregulation (1) shall
contain particulars of beneficial owners for all limited liability partnerships
as submitted in Form 1 specified in Schedule 1 to these Regulations.
(3) The registrar shall, ensure that the particulars of beneficial

owners provided by a limited liability partnership are correct.
8. Inspection of information on beneficial owners.

(1) On payment of the fee prescribed in Schedule 2 to these
Regulations, a person, may apply to the registrar to inspect the
particulars of beneficial owners using Form 3 specified in Schedule 1
to these Regulations.
(2) The registrar may prescribe the time and other conditions
relating to inspection of the particulars of beneficial owners.
(3) A person may, upon payment of the fee prescribed in

Schedule 2 apply to the registrar for a copy of, or an extract from
90
a document or particulars, of a document containing particulars on
beneficial owners of any limited liability partnership.
(4) A ministry, department or agency of Government,

including a competent authority, shall not be required to pay any fee,
for a copy of any document in the register which is required by that
ministry, department or agency of Government in the performance of
its functions.
(5) Competent authorities shall be given timely access to

particulars of beneficial owners.
9. Cooperation with other agencies.

(1) In the performance of his or her functions, the registrar
shall cooperate with other ministries, departments or agencies of
Government and regional and foreign bodies dealing with beneficial
owner regulation.
(2) For the purposes of implementing the Act and these

Regulations, the registrar may enter into an arrangement with a
ministry, department, or agency of Government or a regional or
international body relating to—
(a) the exchange of information between the registrar and
ministry, department or agency of Government or the
regional or international body;
(b) the enforcement of the provisions on beneficial owners in
the Partnerships Act and these Regulations; or
(c) the conduct of investigations relating to a limited liability
partnership.
10. Penalty for false statements.

Any person who in any notice or document required by or for the
purposes of these Regulations, willfully makes a statement which is
false in any material particular, knowing it to be false, is liable to a
daily default fine of twenty five currency points.
91
SCHEDULE 1
FORMS
FORM 1
Reg 3(2) and 6(2).
NOTICE OF BENEFICIAL OWNERS PARTICULARS*
Name of Limited Liability Partnership: ……………………………………

Reg. No. of Limited Liability Partnership …………………………………
To The Registrar of Partnerships:
The above Limited Liability Partnership hereby gives notice that the
following person is a beneficial owner of the Limited Liability Partnership.
PART A: DETAILS OF WHERE REGISTER IS KEPT
The register of beneficial owners of the Limited Liability Partnership is kept

at …………………………(Place and Address)
PART B: DETAILS OF BENEFICIAL OWNER
Date on which the person became a beneficial owner: ____/____/________

[dd/mm/yyyy]
PARTICULARS OF BENEFICIAL OWNER

NIN/ Current Current
Full Date of birth Postal
passport Nationality Address email telephone Occupation
Name [dd/mm/yyyy] address
details address number
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NATURE OF BENEFICIAL OWNERSHIP OR CONTROL
Nature of ownership or control the beneficial
owner has in the partnership (state percentage
shares person holds in the partnership/
percentage of voting rights person holds in
Name of beneficial owner the cooperative society/ right to appoint or
remove a majority of the board of directors
of the cooperative society/ whether a person
exercises significant influence or control over
the cooperative society)
Signed .................................................
Partner.
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FORM 2
Reg 5(2)
NOTICE OF CHANGE OF PARTICULARS OF

BENEFICIAL OWNER
Name of Limited Liability Partnership: ... ... ... .... ..... ... . ... .... ... ... ... ... ... ...
NOTE: This Notice must be forwarded to the Registrar of Partnerships

within 14 days after the date of the change, as the case may be.
Presented by:……………………………………………………………….
NOTICE of change of particulars of beneficial owners.
TO: THE REGISTRAR OF PARTNERSHIPS:
…………………………………… (insert name of limited liability

partnership) hereby gives notice, in accordance with section 52A of the
Partnerships Act, 2010, that the particulars of registered beneficial owners
have changed as follows:
………………………………………………………………………………
……………………………………………………………………………
……………………………………………………………………………
…………………………………………………….as from the ……………
day of ……………………………………… 20 …………………………
Signed .................................................
Partner
DATED this ............ day of .....................………...... the year ..................
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FORM 3
Regulation 3(1) and 6(2).
APPLICATION TO INSPECT THE PARTICULARS OF

BENEFICIAL OWNERS/COPY OF EXTRACT*
TO: THE REGISTRAR OF PARTNERSHIPS:
I, ... ... ... .………………. (insert name of person) hereby apply to inspect the
particulars of beneficial owners/copy of extract of particulars of beneficial
owners*, of ………………………………….. (name of Limited Liability
Partnership).
The particulars of beneficial owners to be inspected are as follows:

……………………………. (describe in detail particulars to be inspected/
copies required*)
DATED this ............ day of .................…….......... 20..................
Signed .................................................
(Applicant)
Decision of Registrar ……………………… (indicate whether application

approved or not approved; if not approved, detailed written reasons for
refusal should be given to applicant)
* Choose whichever is applicable
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SCHEDULE 2

Regulation 8(1), (3)
FEES
Fee in Uganda
S/N Description of fee
Shillings (UGX)
Application to inspect particulars of

1 25,000
beneficial owner
Application for copy of, or extract from

a document or particulars of a document
2 25,000
containing particulars on beneficial
owners of a trustee (per copy)
HON. NORBERT MAO

Minister of Justice and Constitutional Affairs.
96

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STATUTORY INSTRUMENTS

SUPPLEMENT No. 1 6th January, 2023

STATUTORY INSTRUMENTS SUPPLEMENT

THE PARTNERSHIPS (BENEFICIAL OWNERS)

3. Register of beneficial owners.

4. Registrar to verify identity of beneficial owner.

5. Register to be kept at registered office of partnership

6. Changes in particulars of beneficial owners

7. Registrar to keep record of beneficial owner information

8. Inspection of information on beneficial owners.

9. Cooperation with other agencies.

10. Penalty for false statements.

The Partnerships (Beneficial Owners) Regulations, 2023

IN EXERCISE of the powers conferred on the Minister responsible

“accountable person” includes the registrar of partnerships;

“beneficial owner” means a natural person who has final

“competent authority” means investigative, prosecuting, judicial,

“ultimate effective control” means exercise ownership or control

(2) A limited liability partnership shall send notice to the

(3) The notice shall be given to the registrar within fourteen

(4) Where a limited liability partnership defaults in complying

(2) For the purposes of subregulation (1), the registrar shall

5. Register to be kept at registered office of partnership

(3) A limited liability partnership shall send notice to the

(4) Where a limited liability partnership defaults in complying

7. Registrar to keep record of beneficial owner information

(3) The registrar shall, ensure that the particulars of beneficial

8. Inspection of information on beneficial owners.

(3) A person may, upon payment of the fee prescribed in

(4) A ministry, department or agency of Government,

(5) Competent authorities shall be given timely access to

9. Cooperation with other agencies.

(2) For the purposes of implementing the Act and these

10. Penalty for false statements.

NOTICE OF BENEFICIAL OWNERS PARTICULARS*

Name of Limited Liability Partnership: ……………………………………

To The Registrar of Partnerships:

PART A: DETAILS OF WHERE REGISTER IS KEPT

The register of beneficial owners of the Limited Liability Partnership is kept

PART B: DETAILS OF BENEFICIAL OWNER

Date on which the person became a beneficial owner: ____/____/________

PARTICULARS OF BENEFICIAL OWNER

NOTICE OF CHANGE OF PARTICULARS OF

NOTE: This Notice must be forwarded to the Registrar of Partnerships

NOTICE of change of particulars of beneficial owners.

TO: THE REGISTRAR OF PARTNERSHIPS:

…………………………………… (insert name of limited liability

DATED this ............ day of .....................………...... the year ..................

Regulation 3(1) and 6(2).

APPLICATION TO INSPECT THE PARTICULARS OF

TO: THE REGISTRAR OF PARTNERSHIPS:

The particulars of beneficial owners to be inspected are as follows:

DATED this ............ day of .................…….......... 20..................

Decision of Registrar ……………………… (indicate whether application

* Choose whichever is applicable

Application to inspect particulars of

Application for copy of, or extract from

HON. NORBERT MAO

Date on which the person became a beneficial owner: //____