Uganda Act or statute

Parliament of Uganda

Business Names Registration Act

Jurisdiction: Uganda
Structure: 21 provisions
Citation: Chapter 105
Dates: Undated source snapshot

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Dates: Undated source snapshot

Source attribution: Source: Uganda Legal Information Institute

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Purpose and legislative effect

“Section 1 provides definitions of terms used in the Act (for example "business", "business name", "Christian name", "firm", "foreign firm", "individual", "initials", "showcards", and "surname") and two subsections clarifying references to former names and changes of name.”

Anyone who signs a statement required under the Act that is false in any material particular to their knowledge commits an offence and may be convicted and punished with up to three months' imprisonment or a fine not exceeding one thousand shillings, or both. The Minister may require persons, firms, or corporate secretaries to furnish particulars; those required must supply particulars to the registrar when directed, and failure or furnishing materially false particulars is an offence punishable by up to three months' imprisonment or a fine up to one thousand shillings or both. The registrar must file received statements or statutory declarations, send a certificate of registration to the registering firm or person, and the certificate (or a certified copy) must be kept in a conspicuous position at the principal place of business; failure to exhibit it makes partners or the person guilty of an offence punishable by a fine not exceeding one thousand shillings. The registrar at the register office must keep an index of all firms and persons registered at that office under this Act. Persons who were partners in a firm when it ceased business, the individual, or their personal representative must send prescribed notice to the registrar within three months; failure is an offence punishable by a fine up to one thousand shillings; the Minister may extend the time; the registrar may remove names from the register and may send a registered-post notice and remove if no satisfactory answer is received.

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1. Interpretation

Section 1 provides definitions of terms used in the Act (for example "business", "business name", "Christian name", "firm", "foreign firm", "individual", "initials", "showcards", and "surname") and two subsections clarifying references to former names and…

Section 1

14. Removal of names from register

Section 14

19. Power of Minister to make rules

Minister has power to make rules.

Section 19

4. Manner and particulars of registration

Firms or persons required to register must send or deliver to the registrar a written statement in the prescribed form containing specified particulars.

Section 4

9. Disability of persons in default

Persons (defaulters) who fail to furnish required particulars have their contract-related rights unenforceable, but may apply to the High Court for relief and may raise counterclaims if sued; the court may grant relief under stated conditions.

Section 9

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Showing 21 of 21 provisions

Provision 10Offence 7Commencement 3Interpretation

§ 11. InterpretationInterpretation

Section 1. Interpretation Section 1(1) In this Act, unless the context otherwise requires— Section 1(1)(a) " business " includes profession; Section 1(1)(b) " business name " means the name or style under which any business is carried on, whether in partnership or otherwise; Section 1(1)(c) " Christian name " includes any forename; Section 1(1)(d) " firm " means an unincorporate body of two or more individuals, or one or more individuals and one or more corporations, or two or more corporations, who have entered into partnership with one another with a view to carrying on business for profit; Section 1(1)(e) " foreign firm " means any firm , individual or corporation whose principal place of business is situate outside the Commonwealth; Section 1(1)(f) " individual " means a natural person and shall not include a corporation; Section 1(1)(g) " initials " includes any recognised abbreviation of a Christian name ; Section 1(1)(h) " showcards " means cards containing or exhibiting articles dealt with, or samples or representations thereof; Section 1(1)(i) " surname ", in the case of a peer or person usually known by a title different from his or her surname, means that title. Section 1(2) References in this Act to a former Christian name or surname shall not include a former Christian name or surname where that name or surname has been changed or disused before the person bearing the name had attained the age of eighteen years, and, in the case of a married woman, shall not include the name or surname by which she was known previous to the marriage. Section 1(3) References in this Act to a change of name shall not include a change of name which has taken place before the person whose name has been changed has attained the age of eighteen years, or, in the case of a peer or a person usually known by a title different from his or her surname , the adoption of or succession to the title.

Section 1

§ 1010. Penalty for false statementsOffence

Section 10. Penalty for false statements Section If any statement required to be furnished under this Act contains any matter which is false in any material particular to the knowledge of any person signing it, that person commits an offence and is liable on conviction to imprisonment for a period not exceeding three months or to a fine not exceeding one thousand shillings or to both such imprisonment and fine.

Section 10

§ 1111. Duty to furnish particulars to MinisterOffence

The Minister may require persons, firms, or corporate secretaries to furnish particulars; those required must supply particulars to the registrar when directed, and failure or furnishing materially false particulars is an offence punishable by up to three months' imprisonment or a fine up to one thousand shillings or both.

Section 11. Duty to furnish particulars to Minister Section 11(1) The Minister may require any person to furnish him or her with such particulars as appear necessary to the Minister for the purpose of ascertaining whether or not the person or the firm of which he or she is partner should be registered under this Act, or an alteration made in the registered particulars, and may also in the case of a corporation require the secretary or any other officer of a corporation performing the duties of secretary to furnish such particulars; and if any person when so required fails to supply such particulars as it is in the person’s power to give, or furnishes particulars which are false in any material form, he or she commits an offence and is liable on conviction to imprisonment for a period not exceeding three months or to a fine not exceeding one thousand shillings or to both such imprisonment and fine. Section 11(2) If from any information so furnished it appears to the Minister that any firm or person ought to be registered under this Act, or an alteration ought to be made in the registered particulars, the Minister may require the firm or person to furnish to the registrar the required particulars within such time as may be allowed by the Minister; but, where any default under this Act has been discovered from the information acquired under this section, no proceedings under this Act shall be taken against any person in respect of such default prior to the expiration of the time within which the firm or person is required by the Minister under this section to furnish particulars to the registrar.

Section 11

§ 1212. Registrar to file statement and issue certificate of registrationOffence

The registrar must file received statements or statutory declarations, send a certificate of registration to the registering firm or person, and the certificate (or a certified copy) must be kept in a conspicuous position at the principal place of business; failure to exhibit it makes partners or the person guilty of an offence punishable by a fine not exceeding one thousand shillings.

Section 12. Registrar to file statement and issue certificate of registration Section On receiving any statement or statutory declaration made in pursuance of this Act, the registrar shall cause it to be filed, and he or she shall send by post or deliver a certificate of the registration of the statement or statutory declaration to the firm or person registering; and the certificate or a certified copy of it shall be kept in a conspicuous position at the principal place of business of the firm or individual , and if not kept so exhibited, every partner in the firm , or the person, as the case may be, commits an offence and is liable on conviction to a fine not exceeding one thousand shillings.

Section 12

§ 1313. Index to be keptProvision

The registrar at the register office must keep an index of all firms and persons registered at that office under this Act.

Section 13. Index to be kept Section At the register office the registrar shall keep an index of all the firms and persons registered at that office under this Act.

Section 13

§ 1414. Removal of names from registerOffence

Persons who were partners in a firm when it ceased business, the individual, or their personal representative must send prescribed notice to the registrar within three months; failure is an offence punishable by a fine up to one thousand shillings; the Minister may extend the time; the registrar may remove names from the register and may send a registered-post notice and remove if no satisfactory answer is received.

Section 14. Removal of names from register Section 14(1) If any firm or individual registered under this Act ceases to carry on business , it shall be the duty of the persons who were partners in the firm at the time when it ceased to carry on business or of the individual , or if he or she is dead of his or her personal representative, within three months after the business has ceased to be carried on, to send by post or deliver to the registrar notice in the prescribed form that the firm or individual has ceased to carry on business ; and if any person whose duty it is to give that notice fails to do so within such time as aforesaid, he or she commits an offence and is liable on conviction to a fine not exceeding one thousand shillings; but the Minister may in his or her absolute discretion, on reasonable cause therefor being shown, extend such time as aforesaid to such time as he or she may think fit. Section 14(2) On receipt of the notice required by subsection (1), the registrar may remove the firm or individual from the register. Section 14(3) Where the registrar has reasonable cause to believe that any firm or individual registered under this Act is not carrying on business , he or she may send to the firm or individual by registered post a notice that, unless an answer is received to the notice within one month from the date thereof, the firm or individual may be removed from the register. Section 14(4) If the registrar either receives an answer from the firm or individual to the effect that the firm or individual is not carrying on business or does not within one month after sending the notice receive an answer, he or she may remove the firm or individual from the register.

Section 14

§ 1515. MisleadingbusinessnamesProvision

If a business name is misleading about ownership or control by Commonwealth citizens and the registrar is satisfied of that, the registrar must refuse registration or remove the name; an aggrieved person may appeal to the Minister whose decision is final.

Section 15. Misleadingbusinessnames Section 15(1) Where any business name under which the business of a firm or individual is carried on contains any word which, in the opinion of the registrar, is calculated to lead to the belief that the business is under the ownership or control of persons who are Commonwealth citizens, and the registrar is satisfied that the nationality of the persons by whom the business is wholly or mainly owned or controlled is at any time such that the name is misleading, the registrar shall refuse to register the business name or, as the case may be, remove the business name from the register; but any person aggrieved by a decision of the registrar under this provision may appeal to the Minister whose decision shall be final. Section 15(2) The registration of a business name under this Act shall not be construed as authorising the use of that name if apart from such registration the use of the name could be prohibited.

Section 15

§ 1616. Restrictions on the registration of certainbusinessnamesProvision

The registrar must not register business names that imply government sanction, unless the Minister approves.

Section 16. Restrictions on the registration of certainbusinessnames Section The registrar shall not register any business name containing any word or words expressing or implying the sanction, approval or patronage of the Government, the administration of a district, or of any officer thereof except with the approval of the Minister.

Section 16

§ 1717. RegistrarProvision

The registrar of companies, or another person the Minister appoints, must serve as the registrar for purposes of this Act.

Section 17. Registrar Section The registrar of companies, or such other person as the Minister may determine, shall be registrar for purposes of this Act.

Section 17

§ 1818. Inspection of statements registeredProvision

Any person may inspect documents filed by the registrar on payment of prescribed fees (not exceeding two shillings per inspection) and may require certified copies or extracts (fees not exceeding four shillings for a certificate and one shilling per 72-word folio).

Section 18. Inspection of statements registered Section 18(1) Any person may inspect the documents filed by the registrar on payment of such fees as may be prescribed not exceeding two shillings for each inspection; and any person may require a certificate of the registration of any firm or person, or a copy of or extract from any registered statement to be certified by the registrar or assistant registrar, and there shall be paid for such certificate of registration, certified copy or extract such fees as may be prescribed not exceeding four shillings for the certificate of registration, and not exceeding one shilling for each folio of seventy-two words, of the entry, copy or extract. Section 18(2) A certificate of registration, or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy or extract under the hand of the registrar (whom it shall not be necessary to prove to be the registrar), shall, in all legal proceedings, civil or criminal, be received in evidence.

Section 18

§ 1919. Power of Minister to make rulesProvision

Minister has power to make rules.

Section 19. Power of Minister to make rules Section the fees to be paid to the registrar under this Act;

Section 19

§ 22. Firms and persons to be registeredProvision

Specifies categories of firms and individuals with a place of business in Uganda who are to be registered under the Act, including firms trading under business names that are not composed solely of partners' true surnames and individuals trading under business names that are not just their true surname.

Section 2. Firms and persons to be registered Section 2(1) Subject to this Act— Section 2(1)(a) every firm having a place of business in Uganda and carrying on business under a business name which does not consist of the true surnames of all partners who are individuals and the corporate names of all partners who are corporations without any addition other than the true Christian names of individual partners or initials of such Christian names; Section 2(1)(b) every individual having a place of business in Uganda and carrying on business under a business name which does not consist of a true surname without any addition other than his or her true Christian names or the initials thereof; Section 2(1)(c) every individual or firm having a place of business in Uganda who, or a member of which, has either before or after the passing of this Act changed his or her name, except in the case of a woman in consequence of marriage, Section 2(2) Notwithstanding subsection (1)— Section 2(2)(a) where two or more individual partners have the same surname , the addition of an "s" at the end of that surname shall not of itself render registration necessary; Section 2(2)(b) where the business is carried on by a receiver or manager appointed by any court, registration shall not be necessary; and Section 2(2)(c) a purchase or acquisition of property by two or more persons as joint tenants or tenants in common is not of itself to be deemed carrying on a business whether or not the owners share any profits arising from the sale thereof.

Section 2

§ 2020. Publication of true names, etc.Offence

Registered individuals and firms must display specified name and nationality details on trade catalogues, trade circulars, showcards and business letters that show the business name and are issued or sent to any person in the Commonwealth; failure is an offence punishable by a fine not exceeding one hundred and fifty shillings.

Section 20. Publication of true names, etc. Section 20(1) Every individual and firm required by this Act to be registered shall, in all trade catalogues, trade circulars, showcards and business letters, on or in which the business name appears and which are issued or sent by the individual or firm to any person in any part of the Commonwealth, have mentioned in legible characters— Section 20(1)(a) in the case of an individual , his or her present Christian name or the initials thereof and present surname , any former Christian name or surname , his or her nationality, and, if that nationality is not his or her nationality of origin, his or her nationality of origin; Section 20(1)(b) in the case of a firm , the present Christian names or the initials thereof and present surnames, any former Christian names and surnames, and the nationality, and, if the nationality is not the nationality of origin, the nationality of origin of all the partners in the firm or, in the case of a corporation being a partner, the corporate name. Section 20(2) If default is made in compliance with this section, the individual or, as the case may be, every member of the firm commits an offence and is liable on conviction for each offence to a fine not exceeding one hundred and fifty shillings.

Section 20

§ 2121. Offences by corporationsOffence

If a corporation commits an offence under this Act, every director, secretary and officer of the corporation who is knowingly a party to the default commits a like offence and is liable to a like penalty.

Section 21. Offences by corporations Section Where a corporation commits an offence under this Act, every director, secretary and officer of the corporation who is knowingly a party to the default commits a like offence and is liable to a like penalty.

Section 21

§ 33. Registration by nominee, etc.Provision

A firm, individual or corporation with a place of business in Uganda that carries on business mainly as a nominee, trustee, or as general agent for a foreign firm must be registered and must furnish the particulars in the Schedule; registration is not required if the business is carried on by a court-appointed receiver or manager.

Section 3. Registration by nominee, etc. Section Where a firm , individual or corporation having a place of business in Uganda carries on the business wholly or mainly as nominee or trustee of or for another person, or other persons, or another corporation, or acts as general agent for any foreign firm , the first-mentioned firm , individual or corporation shall be registered in the manner provided by this Act, and, in addition to the other particulars required to be furnished and registered, there shall be furnished and registered the particulars mentioned in the Schedule to this Act; except that where the business is carried on by a receiver or manager appointed by any court, registration under this section shall not be necessary.

Section 3

§ 44. Manner and particulars of registrationCommencement

Firms or persons required to register must send or deliver to the registrar a written statement in the prescribed form containing specified particulars.

Section 4. Manner and particulars of registration Section 4(1) Every firm or person required under this Act to be registered shall furnish by sending by post or delivering to the registrar at the register office a statement in writing in the prescribed form containing the following particulars— Section 4(1)(a) the business name ; Section 4(1)(b) the general nature of the business ; Section 4(1)(c) the principal place of the business ; Section 4(1)(d) where the registration to be effected is that of a firm , the present Christian name and surname , any former Christian name or surname , the nationality, and, if that nationality is not the nationality of origin, the nationality of origin, the usual residence and the other business occupation, if any, of each of the individuals who are partners, and the corporate name and registered or principal office of every corporation which is a partner; Section 4(1)(e) where the registration to be effected is that of an individual , the present Christian name and surname , any former Christian name or surname , the nationality, and, if that nationality is not the nationality of origin, the nationality of origin, the usual residence, and the other business occupation, if any, of such individual ; Section 4(1)(f) where the registration to be effected is that of a corporation, its corporate name and registered or principal office; Section 4(1)(g) if the business is commenced after the passing of this Act, the date of the commencement of the business ; Section 4(1)(h) where the registration to be effected is that of a firm , the age of each of the firm ’s partners; Section 4(1)(i) where the registration to be effected is that of an individual , the age of such individual , but where any such person is of or over the age of twenty-one years, it shall be sufficient to state his or her age as "full age". Section 4(2) Where a business is carried on under two or more business names, each of those business names shall be stated.

Section 4

§ 55. Statement to be signed by persons registeringProvision

The registration statement must be signed by the registrant: individuals sign themselves; corporations by a director or secretary; firms by partners or appropriate corporate representatives; certain firm signatories must verify by statutory declaration; such declarations are not evidence regarding others' partnership liability; the High Court or a judge may order register rectification on application by someone alleging or claiming to be a partner.

Section 5. Statement to be signed by persons registering Section The statement required for the purpose of registration must in the case of an individual be signed by the individual , and in the case of a corporation by a director or secretary of the corporation, and in the case of a firm either by all the individuals who are partners, and by a director or the secretary of all corporations which are partners or by some individual who is a partner, or a director or the secretary of some corporation which is a partner, and in either of the last two cases must be verified by a statutory declaration made by the signatory; but no such statutory declaration stating that any person other than the declarant is a partner, or omitting to state that any person other than as aforesaid is a partner, shall be evidence for or against any such other person in respect of his or her liability or nonliability as a partner, and the High Court or a judge of the High Court may on the application of any person alleged or claiming to be a partner direct the rectification of the register and decide any question arising under this section.

Section 5

§ 66. Time for registrationCommencement

Particulars required under the Act must be furnished within fourteen days after the firm or person commences business, or after the date of a change of name where registration is required because of that change.

Section 6. Time for registration Section 6(1) The particulars required to be furnished under this Act shall be furnished within fourteen days after the firm or person commences business , or the business in respect of which registration is required, as the case may be. Section 6(2) This section shall apply, in the case where registration is required in consequence of a change of name, as if for references to the date of the commencement of the business there were substituted references to the date of such change.

Section 6

§ 77. Registration of changes infirmProvision

When a registered firm or person changes any registered particulars, that firm or person must, within fourteen days (or a longer period the Minister may allow on application), send to the registrar a written statement in the prescribed form specifying the nature and date of the change.

Section 7. Registration of changes infirm Section Whenever a change is made or occurs in any of the particulars registered in respect of any firm or person, that firm or person shall, within fourteen days after the change or such longer period as the Minister may, on application being made in any particular case, whether before or after the expiration of the fourteen days, allow, furnish by sending by post or delivery to the registrar a statement in writing in the prescribed form specifying the nature and date of the change signed, and where necessary verified, in like manner as the statement required on registration.

Section 7

§ 88. Penalty for default in registrationOffence

Persons or firms required to furnish a statement of particulars who default without reasonable excuse commit an offence and, on conviction, are liable to a fine not exceeding one hundred and fifty shillings for each day the default continues; the court must order the statement to be furnished to the registrar within a time specified.

Section 8. Penalty for default in registration Section If any firm or person by this Act required to furnish a statement of particulars or of any change in particulars shall, without reasonable excuse, make default in so doing in the manner and within the time specified by this Act, every partner in the firm or the person so in default commits an offence and is liable on conviction to a fine not exceeding one hundred and fifty shillings for every day during which the default continues, and the court shall order a statement of the required particulars or change in the particulars to be furnished to the registrar within such time as may be specified in the order.

Section 8

§ 99. Disability of persons in defaultCommencement

Section 9. Disability of persons in default Section 9(1) Where any firm or person required by this Act to furnish a statement of particulars or of any change in particulars shall have made default in so doing, then the rights of that defaulter under or arising out of any contract made or entered into by or on behalf of that such defaulter in relation to the business in respect to the carrying on of which particulars were required to be furnished at any time while he or she is in default shall not be enforceable by action or other legal proceeding whether in the business name or otherwise; but— Section 9(1)(a) the defaulter may apply to the court for relief against the disability imposed by this section, and the court, on being satisfied that the default was accidental, or due to inadvertence, or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular contracts, on condition of the costs of the application being paid by the defaulter, unless the court otherwise orders, and on such other conditions, if any, as the court may impose, but such relief shall not be granted except on such service and such publication of notice of the application as the court may order, nor shall relief be given in respect of any contract if any party to the contract proves to the satisfaction of the court that, if this Act had been complied with, he or she would not have entered into the contract; Section 9(1)(b) nothing in this subsection shall prejudice the rights of any other parties as against the defaulter in respect of such contract as aforesaid; Section 9(1)(c) if any action or proceeding shall be commenced by any other party against the defaulter to enforce the rights of that party in respect of such contract, nothing in this subsection shall preclude the defaulter from enforcing in that action or proceeding by way of counterclaim, setoff or otherwise, such rights as he or she may have against that party in respect of the contract. Section 9(2) In this section "court" means the High Court or a judge of the High Court; but without prejudice to the power of the High Court or a judge of the High Court to grant such relief as aforesaid, if any proceeding to enforce any contract is commenced by a defaulter in a magistrate’s court, the court may, as respects that contract, grant such relief as aforesaid.

Section 9

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Minister to make rules Section the fees to be paid to the registrar under this Act
Section 19

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