STATUTORY INSTRUMENTS

SUPPLEMENT No. 3 24th January, 2025

STATUTORY INSTRUMENTS SUPPLEMENT
to The Uganda Gazette No. 6, Volume CXVIII, dated 24th January, 2025
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

2025 No. 5

THE CAPITAL MARKETS AUTHORITY (LICENSING AND

APPROVAL) REGULATIONS, 2025

ARRANGEMENT OF REGULATIONS

Regulations

1. Title
2. Interpretation

Part II―Securities Exchange

3. Application for approval of securities exchange
4. Rules of securities exchange
5. Conditions for grant of approval of securities exchange
6. Grant of approval of securities exchange

Part III―Commodities Exchange and Securities Exchange

7. Approval of commodities exchange
8. Application for approval of commodities exchange
9. Considerations in granting approval of commodities exchange
10. Rules of commodities exchange
11. Grant of approval of commodities exchange
12. Suspension or cancellation of approval of securities exchange
or commodities exchange
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13. Obligations of commodities exchange or securities exchange

Part IV―Commodities Brokers

14. Licensing of commodities brokers
15. Application for commodities broker licence
16. Consideration for grant of commodities broker licence
17. Furnishing of information and clarifications
18. Grant of licence of commodities broker
19. Clearing and settlement through clearing house
20. Application of Warehouse Receipt System Act to commodity
contracts
21. Suspension or revocation of commodities broker or stock broker
licence

Part V―Investment House, Investment Adviser,

Fund Manager and Custodian
22. Application for licence
23. Documents to accompany application
24. Authorised functions
25. Application for custodian licence
26. Documents to accompany application

Part VI―Stock broker and Dealer

27. Application for licence
28. Specific requirements for approval
29. Stock broker or dealer’s investment limits

Part VII―Private Equity Funds and Venture Capital

30. Application for approval of private equity or venture capital
fund
31. Letter of no objection
32. Approval of fund manager
33. Resignation of fund manager
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34. Removal of fund manager
35. Handover to new fund manager
36. Appointment of new fund manager
37. Suspension or revocation of approval of private equity or
venture capital fund

Part VIII―Credit Rating Agencies

38. Application for credit rating agency licence
39. Core professional capacity

Part IX―Transaction adviser and market advisor

40. Approval of transaction adviser and market advisor
41. Notifications to Authority
42. Independence of transaction adviser
43. Conflict of interest
44. Maintenance of procedures
45. Disciplinary action against transaction adviser

Part X―Authorised Registrar

46. Application for licence to operate as authorised registrar
47. Duties of authorised registrars

Part XI―Self-Regulatory Organisations

48. Self- regulatory organisations
49. Approval of self- regulatory organisations
50. Implementation of self-regulatory organisations
51. Rules of self-regulatory organisations

Part XII―Miscellaneous
52. Alteration of facts disclosed in application
53. Consideration of applications for licence or approval of
authorised activities
54. Grant of licence or approval
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 55. Rejection of application for licence or approval
56. Suspension or revocation of licence or approval
57. General conditions
58. Representative licences
59. Restriction on use of titles
60. Replacement of licence
61. Renewal and display of licence
62. Publication of approvals and licences
63. General duty to comply
64. Form of application for licence

Part Xiii – Offences, Penalties and Repeals

65. Offences and penalties
66. Repeal of Regulations

Schedules

SCHEDULE 1— Forms
SCHEDULE 2— criteria for assessing fit and proper persons
SCHEDULE 3— Fees

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 S T A T U T O R Y I N S T R U M E N T S

2025 No. 5
The Capital Markets Authority (Licensing and Approval)
Regulations, 2025
(Under sections 50 and 149 of the Capital Markets Authority
Act, Cap. 64)
IN EXERCISE of the powers conferred on the Capital Markets
Authority by sections 50 and 149 of the Capital Markets Authority
Act, Cap. 64, these Regulations are made this 2nd day of December,
2024.
Part I—Preliminary
1. Title
These Regulations may be cited as the Capital Markets Authority
(Licensing and Approval) Regulations, 2025.

2. Interpretation
In these Regulations, unless the context otherwise requires—

“Act” means the Capital Markets Authority Act, Cap. 64;

“affiliate” means any subsidiary or holding company of a

licenced or approved person and any subsidiary of such
holding company;

“Authority” means the Capital Markets Authority established

under section 4 of the Act;

“board” means the board of directors of an approved person;

“credit rating” means an objective and independent opinion on the

general creditworthiness of an issuer of a debt instrument,
and its ability to meet its obligations in a timely manner
over the life of the financial instrument based on relevant
risk factors including the ability of the issuer to generate
cash in the future;
49
“clearing bank” means a bank as defined under the Financial
Institutions Act Cap 57 to facilitate the maintenance of a
segregated account, clearing and settlement functions on
transactions executed on an exchange, which is designated
or appointed to provide banking and other facilities to an
exchange, the clearing house of an exchange and a broker;

“client” means a person on whose account a commodities broker

or stock broker carries on trading in any commodity
contract or securities, but does not include directors, key
personnel, representatives and related companies of the
commodities broker or stock broker;

“commodity” means―
(a) agricultural, livestock, fishery, forestry, mining or
energy goods, or any product that is manufactured
or processed from any such goods;
(b) an index, right or interest in any such commodity; or
(c) any other matter as may be determined by the
Authority through an official Gazette notification to
be the subject of a commodity contract;

“commodity broker” means a company approved by the

commodities exchange and licenced by the Authority to
carry on the business of purchase or sale of commodities
contracts as an agent for investors;

“commodity contract” includes spot commodity contracts,

forward commodity contracts, commodity derivatives
trading contracts, or such other commodity contract or
class of commodity contracts as may be specified by the
Authority;

“independent director” means a director who―

50
 (a) is not and has not been in the employment of the
approved person in an executive capacity within the
last five years;
(b) is not affiliated to an adviser or consultant to the
approved person or a member of the approved
person’s senior management or a significant
customer or supplier to the approved person or
with an entity that receives significant contributions
from the approved person or an entity in which the
approved person is invested or within a period of
five years preceding the date of the application, has
not had any business relationship with the approved
person, other than the service as a director;
(c) has no personal service contract with any of the
shareholders, directors, or members of the senior
management of the approved person;
(d) is not employed by a company at which an executive
officer of the approved person serves as a director;
(e) is not a member of the immediate family of any
person described in paragraph (iii); or
(f) has not had any of the relationships described in
regulation 2, with any affiliate of the company;
“market participant” includes commodity brokers, commodity
advisers, clearing house of a commodities exchange and a
client of a commodity broker or commodity adviser;

“novation” means in relation to the clearing house of a

commodities exchange, means assigning or trading over
to a clearing house the legal counterparty risk for the trade
executed by two counterparties;

“private equity fund” means a fund that is established by Trust,

Partnership or as a company for the purpose of raising
51
 capital for investment in businesses with high growth
potential through debt, quasi debt or equity investments;

“rules” means in relation to a commodities exchange or the

clearing house of a commodities exchange, the rules
governing the exchange or the clearing house and the
conduct of its members, by whatever name called;

“settlement price” means the daily settlement price at the close

of trading;

“transaction adviser” means a company approved by the

Authority to undertake the responsibilities of a transaction
adviser;

“trading participant” means a person licenced by the Authority

to carry on the business of buying, selling, dealing or
trading securities and is admitted by an exchange as a
trading participant;

“trading system” includes any system or platform provided by

an exchange, which makes available to the members of the
exchange, and disseminates information regarding trades
effected, volumes and such other notifications as may be
placed thereon by an exchange;

“warehouse” has the meaning assigned to it under the Warehouse

Receipt System Act Cap 83;

“warehouse receipt” has the meaning assigned to it under the

Warehouse Receipt System Act Cap 83;

“warehouse receipt system” means part or the whole of

the process of depositing commodities in a licenced
warehouse, the issuance of a warehouse receipt reflecting
the quantity and quality of the deposited commodity, the
52
 management of the transfer of the receipt as a document
of title and includes, but is not limited to, the regulation of
warehouses and actors associated in the processes.

Part II―Securities Exchange

3. Application for approval of securities exchange

(1) An application for grant of approval to operate a securities
exchange shall be submitted to the Authority, in Form 1 set out in
Schedule 1 to these Regulations, on payment of the application fees
prescribed in Schedule 3 to these Regulations.

(2) An applicant seeking approval to operate a securities

exchange shall comply with the conditions for the approval of a
securities exchange in the Act, and shall in addition satisfy the
following requirements―

(a) the applicant’s directors and officers shall be fit and proper
persons as prescribed in the Act, and shall each submit a
complete fit and proper assessment form in accordance
with Schedule 2 to these Regulations;

(b) the applicant shall comply with and submit evidence

attesting to the minimum paid up share capital and
minimum working capital requirements as prescribed by
the Authority and the functional expertise, infrastructure
and experience for the operation of a securities exchange
to the satisfaction of the Authority;

(c) the applicant shall submit its rules, memorandum and

articles of association which shall be in a form that is
satisfactory to the Authority and restricting the applicant
to the business of operating a securities exchange;

(d) provide details of the trading system proposed to be adopted

by the applicant and a comprehensive business plan for
developing the securities exchange market in Uganda,
53
 including but not limited to; increasing the number of
listed companies and capital markets products, improving
liquidity and price discovery in the listed securities;

(e) provide such additional documents as may be required by

the Authority;

(f) provide evidence of payment of the prescribed fees; and

(g) provide a letter of confirmation from a supervised

financial institution where the securities exchange holds
its accounts.

(3) The articles of association of a securities exchange shall

provide for―

(a) a board of directors of not less than five persons constituted

as follows―
(i) the chief executive officer;
(ii) one third of the members of the board of directors
who shall be elected from among the trading
participants;
(iii) at least one independent executive director who shall
be present in the meetings of the board to constitute
a quorum; and

(iv) other members who shall be non-executive directors

and the criteria for independence in accordance with
the corporate governance requirements prescribed
by the Authority; and
(b) the independent and non-executive directors appointed
in subregulation 3(a)(iii), shall be persons who have
knowledge and experience in investments, finance, law or
54
 corporate governance and shall represent the interests of
investors and the public on the board.

(4) A person who carries on the business of a securities

exchange without the approval of the Authority commits an offence
and is liable on conviction to a fine not exceeding two hundred currency
points or imprisonment not exceeding two years or both.

4. Rules of securities exchange

(1) The rules that apply to an applicant for purposes of
approval to operate as a securities exchange consist of the following―
(a) the admission to the listing, suspension or de-listing of
securities by the securities exchange;
(b) the conditions governing dealing in securities by its
trading participants so as to ensure protection of the rights
of investors;

(c) the prompt disclosure, in a manner that is fair to all

investors, of material information of a price sensitive
nature and information likely to affect the price of a
security including fees on management contracts, to
enable appraisal of an issue by investors;

(d) the protection of investors against abuse of confidential

information, misleading information, fraud, deceit, and
other adverse practices in the issuing and trading of
securities;

(e) the prohibition of market manipulation in any form;

(f) the investigation into trading in securities and financial

transactions of trading participants and for conducting
spot checks on such trading participants;
(g) the suspension of trading of any security for the protection
of investors or for the conduct of orderly and fair trading;

55
 (h) the conduct of securities trading and the manner in which
information relating to transactions is to be maintained
and reported to other trading participants and customers of
the securities exchange;
(i) the segregation from other business accounts of trading
participants and segregation of customers funds and
securities;
(j) the arbitration of disputes and provision for appeal to the
Authority by trading participants, investors and listed
companies;
(k) the carrying out of the business of securities exchange
with due regard to the interest of the investing public;
(l) the trading rights on a securities exchange;
(m) registration with the securities exchange of full members,
associate members, their representatives, authorised clerks
and dealers;
(n) the conduct of trading participants, their representatives,
authorised clerks and dealers;
(o) the responsibility of trading participants for the actions
of their employees and agents in their dealings with the
public; and
(p) the listing of companies in the respective market
segments to allow investors to have a range of investment
opportunities in the listed securities across all sectors of
the economy.
(2) The rules of exchange adopted by an applicant may be
amended by the applicant with the approval of the Authority.

(3) The proposed amendments to the rules of a securities

exchange shall be submitted to the Authority, with a resolution of the
board of directors of the securities exchange, with evidence of the
stakeholder consultation to the proposed amendments.
56
 (4) Where the Authority approves the amendment of the
Rules, the Authority shall communicate its decision in writing and the
date on which the amendments shall take effect.

5. Conditions for grant of approval of securities exchange

(1) A securities exchange approved by the Authority shall—

(a) engage in the business of operating a securities exchange

and shall not directly or indirectly enter into any unrelated
business;

(b) not outsource any of its core functions including listing

and trading, without the prior approval of the Authority;

(c) comply with the Companies Act, Cap. 106 and the corporate
governance requirements prescribed by the Authority;

(d) employ a chief executive officer and other staff with

sufficient capacity to administer the securities exchange in
accordance with these regulations;

(e) establish a physical location and mode of operation which

contributes to an orderly and efficient market for securities
in Uganda;

(f) have an online surveillance capability which monitors

positions, prices and volumes in real time to ensure market
integrity;
(g) have adequate infrastructure to list and trade securities on
its platform;

(h) have a network of trading participants that have adequate

capacity that shall include financial, technological and
administrative resources and facilities to admit and
regulate the participants;

57
 (i) make necessary arrangements to establish connectivity
with its trading participants and securities central
depository;

(j) have adequate systems capacity supported by a business

continuity plan including a comprehensive disaster
recovery plan;

(k) ensure that it has professional indemnity insurance cover

for the employees of the Exchange and require dealing
members to maintain adequate professional indemnity
insurance cover;

(l) inform the Authority in writing of any modifications made

to the comprehensive business plan and the progress being
made on its implementation;

(m) submit a request to the Authority, for approval of any

persons proposed to be appointed as a chief executive
officer or director of the securities exchange, and where
the Authority rejects a person proposed as chief executive
officer or director, justifiable cause shall be given and the
decision communicated to the securities exchange within
a reasonable time; and

(n) submit a resolution of the board of directors of the

securities exchange before any trading system is installed
or implemented.
(2) The trading system referred to in paragraph (n) shall
provide for among other things―

(a) a trading facility at which all bids to purchase and offers to

sell are exposed to each other and at which members of the
public are granted an opportunity to witness the trading;

(b) a transparent and efficient pricing mechanism which―

58
 (i) displays the best offer and bid prices;
(ii) provides for automatic matching;
(iii) allows for efficient distribution of liquidity within
the market;
(iv) displays the highest and lowest prices, the latest
transactions as well as the volume of securities
traded;
(v) has an audit trail and trace back mechanism for all
transactions;
(vi) has sufficient internal controls and security measures
to ensure that only authorised persons have access;
and
(vii) maintains records of all transactions and retrieves
such records whenever necessary; and
(c) connectivity to a security central depository.

6. Grant of approval of securities exchange

(1) The Authority may, if satisfied that the applicant has met
all the requirements for approval as a securities exchange, and upon
evidence of payment of the fees prescribed in Schedule 3 to these
Regulations, grant the applicant an approval to operate a securities
exchange.

(2) The Authority may grant approval to operate a securities

exchange subject to such conditions or restrictions as it considers fit
for the proper conduct of the securities exchange and the conditions or
restrictions may, at any time, be varied by the Authority.

(3) An approval granted under subregulation (1) shall remain

valid unless suspended or revoked by the Authority.

(4) A securities exchange shall pay an annual fee as prescribed

by the Authority.
59
 Part III―Commodities exchange

7. Approval of commodities exchange

(1) An application for grant of approval to operate as a
commodities exchange shall be submitted to the Authority, in Form 1,
set out in Schedule 1 of these Regulations.

(2) A securities exchange or derivatives exchange intending to

operate a commodities exchange shall incorporate a separate company
under the Companies Act, Cap. 106 to conduct the business of a
commodities exchange.

(3) A person who contravenes subregulation (2) commits

an offence, and is liable on conviction, to a fine not exceeding two
hundred currency points or imprisonment not exceeding two years, or
both.

8. Application for approval of commodities exchange

(1) An application for approval of commodities exchange
shall be accompanied by-

(a) copies of the memorandum and articles of association

restricting the applicant to the business of operating a
commodities exchange and services;

(b) rules governing the operations of the commodities

exchange;

(c) details of trading, clearing and settlement systems proposed

to be adopted by the applicant;

(d) evidence of payment of the fees prescribed in Schedule 3

to these Regulations;

(e) a letter of confirmation from a supervised financial

institution where the commodities exchange holds its
accounts;
60
 (f) a business feasibility plan evaluated by an entity with a
proven track record and expertise in commodities markets
or commodities market development, establishment or
management; and

(g) such additional documents as the Authority may require.

(2) The articles of association referred to in subregulation (1),

shall provide for―
(a) a board of directors of not less than five persons constituted
as follows―
(i) the chief executive officer;
(ii) one third of the members of the board of directors
who shall be elected from among the trading
participants;
(iii) at least one independent director shall be present in
the meetings of the board to constitute a quorum;
and
(iv) other members who shall be independent non-
executive directors, and the criteria for independence
shall be disclosed in the rules; and
(b) the independent and non-executive directors appointed
in subregulation (2)(iii), shall be persons who have the
knowledge and experience in investments, finance, law or
corporate governance and shall represent the interests of
investors and the public on the board.

9. Considerations in granting approval of commodities

exchange
An applicant seeking approval to operate a commodities exchange
shall comply with the conditions for the approval of a commodities
exchange in the Act, and shall in addition satisfy the following
requirements―
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(a) be demutualized;
(b) engage in the business of operating a commodities
exchange and shall not directly or indirectly enter into any
unrelated business;
(c) ensure that the clearing and other arrangements are made,
its clearing house and its members are such as to provide
a reasonable assurance that all obligations arising out of
contracts entered on the proposed commodities exchange
will be met;
(d) meets the prescribed minimum paid up share capital
requirements to support the initial infrastructural
investments and minimum working capital;
(e) satisfy the requirements relating to ownership and
governance structure specified in these Regulations;
(f) have its directors determined as fit and proper persons as
prescribed under the Act and shall in addition submit a
complete fit and proper assessment form for each director
in accordance with Schedule 2 of these Regulations;
(g) maintain such professional indemnity insurance as may be
required by the Authority for compensating investors who
suffer pecuniary loss resulting from the failure of a broker
or dealer to meet his or her contractual obligations and
require its member dealers or brokers to maintain adequate
professional indemnity insurance cover;
(h) satisfy requirements relating to financial capacity including
the minimum working capital requirements prescribed
by the Authority, functional expertise and infrastructure
to establish and operate a fair and efficient commodities
exchange;
(i) prepare measures to prevent contingencies or disasters
including events such as technical lapses occurring with
automated systems;
62
 (j) provide adequate security arrangements on risk
identification and mitigation, data protection and recovery
mechanisms on critical infrastructure;
(k) have in its employment, sufficient number of persons with
adequate professional and other relevant competencies
and experience;
(l) have measures in place to actively enforce compliance
by its members with its rules for the prevention of
manipulation and excessive speculation;
(m) have adequate provision to record and publish details of
trading, including volume and interest; and
(n) comply with any other conditions as may be specified by
the Authority.

10. Rules of commodities exchange

(1) An applicant seeking approval to operate a commodities
exchange shall prepare and submit to the Authority commodities
exchange rules, approved by the board of directors of the commodities
exchange.

(2) The rules adopted shall consist of the following―

(a) reference to the governance documents that provide for the
clear demarcation of the powers, roles and responsibilities
of the board, chief executive officer and the committees of
the board;
(b) the eligibility requirements and procedures of exchange
including the procedures for admission as a trading
participant of a commodities exchange and requirements
for admission inclusive of fees;
(c) powers to levy fees and impose penalties for breach of its
rules;

63
(d) the granting of non- transferable trading rights to trading
participants of the commodities exchange;

(e) general obligations of the trading participants who

are members of the commodities exchange, including
requirements on minimum net worth, maintenance of
accounting records and compliance to the laws of Uganda
and the rules of the commodity exchange;

(f) the requirement for admission of the commodities

exchange comprising brokers, trading advisers, warehouse
operators, clearing banks and any other category that may
be approved by the Authority;

(g) the termination of a trading participant or other market

participants;
(h) specifications on the minimum parameters to be disclosed
in respect of commodity contracts to be listed, with prior
approval from the Authority;

(i) the clearing and settlement of all trades in commodity

contracts by the appointed clearing house, whether the
clearing house is independent, wholly owned by the
commodities exchange or its subsidiary;
(j) the performance of novation, netting and guarantee
settlement of trades;

(k) the complete segregation of business accounts of trading

participants from that of their clients and between different
clients;

(l) the validation of orders on the commodities exchange;

(m) the suspension of trading of any commodity contract for

the protection of investors or for the conduct of orderly
and fair trading;

64
(n) the investigation into trading practices and financial
transactions of commodity brokers and their clients;

(o) the clearing house and designated clearing banks of the

commodities exchange;

(p) commodity categories;

(q) the operation of warehousing facilities on commodities;

(r) the delivery, declaration, management and delivery of
various commodities traded on a commodities exchange;

(s) detailed provisions on direct market access by clients of

the commodities exchange;

(t) detailed provisions on give-up and take-up transactions,

position transfers, assignments, transaction separations,
open or close transaction designations and adjustments,
and average pricing including transaction mergers and de-
mergers;
(u) the methodology for determining the daily and final
settlement prices with provisions for adjustments in
contract prices to compensate for allowable adjustments
in quality and quantity;

(v) the closing out of commodity contracts in case of

noncompliance with the rules of the commodities
exchange;

(w) the mandatory maintenance of a settlement guarantee fund

and investor protection fund including provisions for pay
in, pay out and topping up;

(x) the declaration of an event of default and disposal of a

defaulter’s assets under lien or pledge;

65
 (y) the exclusion from membership to a commodity market of
persons who are not fit and proper as provided for under
the Act and these Regulations;
(z) the expulsion, suspension or disciplining of trading
participants of a commodity market for conduct inconsistent
with just and equitable principles in the transaction of
business, or for a contravention of the business rules of the
proposed commodities exchange;
(aa) the trading days and business hours of the commodities
exchange;
(bb) the resolution of disputes and provision for appeal to the
Authority by trading participants and investors;
(cc) the carrying on the business of the proposed commodities
exchange with due regard to the interests and protection of
the public; and
(dd) any other provisions specified by the Authority or the
commodities exchange.

(3) The proposed amendments to the rules of a commodities

exchange shall be accompanied by evidence of payment of fees
prescribed by the Authority, a board resolution authorising the
amendments and evidence of stakeholder consultations on the
proposed amendments, and the Authority shall ensure that it makes a
written decision concerning any proposed amendments to the rules of
a commodities exchange and the amendments shall not have any effect
without the Authority’s express approval.

(4) Where a commodities exchange imposes sanctions, fines,

suspends any person or otherwise takes disciplinary action against
one of its trading participants in accordance with its rules, it shall
immediately inform the Authority in writing of the name of the trading
participant, the reason for and the nature of the action taken, the extent
of the fine or period of suspension.
66
 (5) The Authority may, on application by an aggrieved person,
review any disciplinary action taken by a commodities exchange
and may affirm, modify or set aside the decision of the commodities
exchange after giving the trading participant and the commodities
exchange an opportunity to be heard, and a party dissatisfied with the
decision of the Authority may appeal to the tribunal.

(6) Nothing in sub regulation (4) shall preclude the Authority

from revoking or suspending the approval of, or otherwise disciplining,
a trading participant of the commodities exchange, after giving the
trading participant of the commodities exchange an opportunity to be
heard.

(7) Any action taken by a commodities exchange is without

prejudice to the power of the Authority to take such further action as it
sees fit with regard to the member or its licence.

11. Grant of approval of commodities exchange

(1) The Authority may, if satisfied that the applicant has met all
the requirements for approval to operate a commodities exchange, and
upon evidence of payment of the prescribed fees, grant the applicant
an approval to operate as a commodities exchange.

(2) The Authority may grant the approval subject to such

conditions or restrictions as it considers fit for the proper conduct of
the commodities exchange, and the conditions or restrictions may, at
any time, be varied or removed by the Authority.

(3) An approval granted shall remain valid unless suspended

or revoked by the Authority.

(4) A commodities exchange shall pay the annual fees

prescribed in Schedule 3 to these Regulations.

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12. Suspension or cancellation of approval of securities exchange
or commodities exchange
(1) The Authority may suspend or cancel an approval of a
commodities or securities exchange in accordance with section 40 (8)
and section 62 of the Act.

(2) Where the Authority is of the opinion that the approval of

a commodities or securities exchange should be suspended, cancelled
or revoked―
(a) the Authority shall notify the board of directors of the
commodities exchange or securities exchange of the
intention to suspend or cancel the approval;
(b) the notice of the intention to suspend or cancel the approval
shall explain the reasons for the proposed suspension or
cancellation of the approval, and shall give the board of
directors of the Exchange an opportunity to be heard;
(c) the board of directors of the commodities exchange or
securities exchange shall respond in writing, and shall also
be given the opportunity to appear in person before the
Authority to shall show cause why the approval should not
be suspended or cancelled;
(d) the oral and written submissions of the board shall be
submitted, within fourteen calendar days from the date of
receipt of the notice from the Authority;
(e) the Authority shall communicate its decision in writing
within fourteen calendar days from the date of the last
response from the board of directors of the commodities
exchange or securities exchange;
(f) where the decision of the Authority is to cancel the
approval, the cancellation shall take effect in accordance
with section 40 (8),(9) and (10) of the Act;
(g) where the decision of the Authority is to suspend the

68
 approval, the suspension shall take effect immediately;
(h) where the Board of the exchange is dissatisfied with the
decision of the Authority, the exchange shall within 14
days of receipt of the decision, notify the Authority of its
intention to appeal to the Tribunal; and
(i) the Authority shall within seven days of receipt of the
notice to appeal the decision, refer the matter to the
Tribunal for determination.

13. Obligations of commodities exchange or securities exchange

(1) A commodities exchange and Securities Exchange shall
ensure that―
(a) an orderly, fair and transparent market in commodity
contracts traded at the exchange is maintained at all times;
(b) adequate market information is readily available to
all participants, investors, media and other relevant
stakeholders in a commodities market;
(c) risks associated with the operations of the market and the
commodities exchange are managed prudently; and
(d) the exchange complies with these Regulations.

(2) A commodities exchange and securities exchange shall

operate its facilities in accordance with its rules as approved by the
Authority.
(3) A commodities exchange and securities exchange shall―

(a) regulate the operations, standards of practice and business

conduct of its trading participants, their employees,
representatives and associates, in accordance with the
rules of the exchange;

(b) keep such records as are necessary for the proper recording
of each transaction in the commodities exchange;
69
 (c) preserve confidentiality of all information in its possession
concerning its members and their clients, except that
such information may be disclosed by the commodities
exchange when required to do so, in writing, by its clearing
house, the Authority, an order of a Court of law in Uganda
and the provisions of any law of Uganda;

(d) publish its rules, fees and charges on its website;

(e) identify and manage conflict of interest;

(f) ensure that only licenced warehouses and warehouse

operators are used in connection with trading in a
commodities exchange; and

(g) provide a robust mechanism for clearing and settlement.

(4) A commodities exchange shall immediately notify the

Authority where it becomes aware that―

(a) a trading participant is unable to comply with any rule of

the exchange or any rules relating to financial resources;
or

(b) a financial irregularity or other matter which, in the opinion

of the exchange, may indicate that the financial standing
or integrity of a member is in question, or that a member
may not be able to meet its legal obligations.

Part IV―Commodities broker

14. Licensing of commodities brokers

A person shall not carry on or purport to carry on business as a
commodities broker unless the person―

(a) is licensed as a commodities broker by the Authority; and

70
 (b) conducts business in accordance with the rules and
practices of a commodities exchange.

15. Application for commodities broker licence

(1) A person who intends to carry on the business of a
commodities broker shall apply for a licence to operate as commodities
broker to the Authority in form 3 set out in Schedule 1 to these
Regulations.

(2) The application in subregulation (1) shall be accompanied

by―
(a) proof of payment of the prescribed fees;

(b) the relevant application form and documents in support of

the information and declarations; and

(c) a letter from a commodities exchange stating that the

application meets all the relevant requirements of the
commodities exchange, and that the commodities exchange
shall admit the applicant if licenced by the Authority.

16. Consideration for grant of commodities broker licence

(1) An applicant seeking a licence to operate as a commodities
broker shall be required to―

(a) be a company with liability limited by shares;

(b) have a chief executive officer who is a fit and proper person
as prescribed under the Act and these Regulations, and who
has experience of not less than five years in the business
of buying, selling or dealing in commodities, commodity
contracts, derivatives contracts or other securities;

(c) have the necessary infrastructure including office space,

equipment and trained staff to effectively discharge its
activities;

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 (d) have as its directors and key personnel, persons who
are fit and proper as prescribed under the Act and these
Regulations; and

(e) meet the financial requirements prescribed by the

Authority.

(2) The shareholders, directors and key personnel of the

applicant shall be persons who have not defaulted in payment of dues
at a clearing house of a commodities exchange.

17. Furnishing of information and clarifications

(1) The Authority may, in considering an application made
for a commodities broker licence, require an applicant to furnish such
further information regarding any previous dealings in securities,
derivatives, commodities and any other related matter as the Authority
may consider necessary.

(2) An applicant or its key personnel shall, if required

by the Authority, appear before the Authority to make personal
representations.

18. Grant of licence of commodities broker

(1) The Authority shall grant or renew a licence for an
applicant, if the Authority is satisfied that the applicant is eligible to be
licenced as a commodity broker.

(2) The Authority shall inform the commodities exchange and

the applicant of the grant of a licence.

(3) The Authority shall not refuse to grant a licence without

first giving the applicant an opportunity to be heard.

(4) Where the Authority, after hearing the applicant, refuses

to grant the applicant a licence, the Authority shall communicate
the decision to the applicant and the commodities exchange within
fourteen days of the hearing, stating the grounds for refusal, in writing.
72
 (5) An applicant aggrieved by the decision of the Authority to
refuse the grant of a licence shall within fourteen days of receipt of the
decision, notify the Authority of its intention to appeal to the Tribunal.

(6) The Authority shall within seven days of receipt of the

notice to appeal the decision, refer the matter to the Tribunal for
determination.

(7) The renewal of a commodity broker licence shall be

subject to payment of the annual licence fee set out in Schedule 3
of these Regulations in addition to the other requirements stipulated
under these regulations.

19. Clearing and settlement through clearing house

All approved contracts transacted on a commodities exchange shall be
cleared and settled by the clearing house of a commodities exchange,
and whenever required, closed out in accordance with the rules of a
commodities exchange.

20. Application of Warehouse Receipt System Act to commodity

contracts
(1) In so far as the subject of a commodity contract is related
to commodities, the Warehouse Receipt System Act, Cap 83 or any
other relevant law shall apply to such a contract.

(2) The Authority or the commodities exchange may impose

additional requirements on warehouses or warehouse operators
where necessary to maintain market integrity and efficiency or in the
protection of investor interests.

21. Suspension or revocation of commodities broker or stock

broker’s licence
(1) The Authority may by order in writing, suspend or revoke
the licence of a commodities broker or stock broker in accordance
with the Act.

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 (2) The Authority shall, before issuing an order of suspension
or revocation or other administrative action under subregulation (1),
give a commodities broker or stock broker notice of the intended
action.

(3) The notice of the intention to suspend or revoke the

licence or issue an administrative decision shall explain the reasons
for the revocation or suspension of the licence, and shall give the
commodities broker or stock broker an opportunity to be heard, and
the commodities or stock broker shall respond in writing or orally or
both, within fourteen calendar days from the date of receipt of the
notice from the Authority.

(4) After the hearing, the Authority shall communicate its

decision in writing within fourteen calendar days from the date of the
last response from the commodities or stock broker.

(5) Where the decision of the Authority is to revoke or suspend

the licence, the revocation shall take effect on the date the Authority
revokes or suspends the licence.

(6) Where the commodities or stock broker is dissatisfied with

the decision of the Authority, it shall within fourteen days of receipt
of the decision, notify the Authority of its intention to appeal to the
Tribunal.

(7) The Authority shall within seven days of receipt of the

notice to appeal the decision, refer the matter to the Tribunal for
determination.

Part V― Investment House, Investment Adviser,

Fund Manager and Custodian

22. Application for licence

An application for a licence to operate as an investment house,
investment adviser, fund manager or a custodian shall be submitted
to the Authority in Form 2 set out in Schedule 1 of these Regulations.
74
23. Documents to accompany application
(1) The application in regulation 22 shall be accompanied
by―
(a) a certificate of incorporation;

(b) a memorandum and articles of association;

(c) a statement of the accounts for the period of the accounting

year ending not earlier than six months prior to the date
of application and the applicant’s audited accounts for the
preceding two years (where applicable);

(d) proof of payment of the prescribed fees; and

(e) a business plan containing particulars on –

(i) the management structure;
(ii) the directors, including one or more executive
directors, their qualifications, addresses and details
of other directorships;
(iii) the shareholding structure and beneficial ownership,
disclosing whether any of the shareholders will
have an executive role to oversee the day-to-day
operations of the business;
(iv) the qualifications, experience and expertise of the
chief executive;
(v) the proposed management and qualifications of key
personnel;
(vi) the financial projections for three years;
(vii) the particulars of the proposed operating and
information technology system;

75
 (viii) one bank reference;
(ix) two business references;
(x) the proposed premises suitably located and equipped
to provide satisfactory service to clients in the field
of activity to which the licence relates or evidence
acceptable to the Authority that such premises will
be available;
(xi) the staff capable of providing professional services
to clients in the field of activity to which the licence
relates or evidence acceptable to the Authority that
such staff will be available;
(xii) a proposed independent auditor;
(xiii) proof that the prescribed financial requirements have
been fulfilled;
(xiv) suitable infrastructure necessary for the provision of
satisfactory service to clients; and
(xv) any other information that may be requested by the
Authority with justifiable reasons.

(2) A person who is or is proposed to be a director, chief

executive or manager of an investment adviser or fund manager, shall
be fit and proper as prescribed in the Act and these Regulations, to
hold the particular position which he or she holds or is proposed to
hold.
(3) Notwithstanding the requirements in sub regulation
(1) an individual applicant shall demonstrate that he or she has the
qualifications, expertise and experience required to carry out the role
of an investment advisor.

24. Authorised functions

(1) Investment houses shall be non-deposit taking institutions
and shall carry out all of the functions specified in the Act.
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 (2) An investment house that intends to act as a fund manager
of any fund including a collective investment scheme shall, in addition
to the application for an investment house licence, apply for a fund
manager and collective investment scheme manager licence to the
Authority.

25. Application for custodian licence

(1) An application for a licence to operate as a custodian shall
be submitted to the Authority in Form 2 set out in Schedule 1 to these
Regulations.

(2) An applicant shall be―

(a) a financial institution licensed under the Financial

Institutions Act; or

(b) a financial institution that meets the requirements of

this part and is approved by the Authority, and that shall
demonstrate effective capacity; that includes financial and
administrative resources and expertise in the performance
of related services.

(3) An applicant under subregulation (2) shall demonstrate

effective capacity and expertise in dealing in securities.

26. Documents to accompany application

The application under regulation 25 shall be submitted together with
the documents specified in regulation 23.
Part VI―Stock broker and dealer

27. Application for licence

(1) An application for a licence to operate as a stockbroker
or a dealer shall be submitted to the Authority in Form 2 set out in
Schedule 1 to these Regulations.

(2) The application referred to in subregulation (1) shall be

accompanied by―
77
 (a) the fees prescribed in Schedule 3 to these Regulations; and

(b) documents, information and declarations specified in this

regulation.
(3) Where the applicant wishes to operate as a stockbroker
and a dealer, may apply using one application for a stockbroker and
dealer’s licence.

(4) Where the Authority is satisfied that the applicant is

qualified to be issued with a stockbroker and a dealers licence, may
combine stockbrokers licence and dealers licence into one operating
licence.

28. Specific requirements for approval

(1) The applicant for a licence to operate as a stockbroker or a
dealer shall lodge a security of five million shillings with the Authority.

(2) The eligibility of a dealer’s licence shall be restricted to

institutions committing funds for investment as principals in securities
dealings.

(3) An application for a stockbroker or a dealer’s licence shall

be accompanied by a letter from the securities exchange stating that
the applicant meets all the relevant requirements of that securities
exchange, and that the securities exchange would admit the applicant,
if licensed by the Authority.
29. Stock broker or dealers investment limits
The investment in related companies of a stock broker or dealer shall
be limited to ten percent of the shareholding.

Part VII―Private equity funds and venture capital

30. Application for approval of a private equity or venture

capital fund
(1) A person shall not carry out or hold himself as carrying out
the business of a private equity or venture capital fund unless the fund
has been approved by the Authority.
78
 (2) An application for approval of a private equity or venture
capital fund, shall be made in Form 5 set out in Schedule 1 to these
Regulations.

(3) The applicant in subregulation (2) shall―

(a) submit a certified copy of the applicant’s certificate of

incorporation or a duly registered partnership agreement
or a trust deed;

(b) have the prescribed financial requirements;

(c) have a purpose of providing risk capital to businesses in

Uganda;

(d) submit details of the investment strategy of the fund to be

operated by the applicant;

(e) submit a letter of acceptance of the appointment from a

licenced fund manager and the management agreement;

(f) have a board of directors or other governing body with a

minimum of five directors or members, of which at least
one third of the directors are independent directors;

(h) submit a letter of acceptance of the appointment of an

auditor who is a member of the Institute of Certified Public
Accountants of Uganda;

(i) open separate bank accounts for each fund;

(j) submit evidence of payment of the prescribed fees; and

(k) submit any further information that the Authority may

deem necessary to determine the application.

(4) Where an applicant does not intend to source for investment

funds from the public, an application shall be made in Form 6 set out
79
in Schedule 1 to these Regulations, and such an applicant shall be
exempt from regulations 38 to 42 of these Regulations.

31. Letter of no objection

(1) The approved private equity fund or venture capital fund
shall not change directors or fund managers unless such new proposed
director or fund manager has been assessed for fitness and properness
by the Authority, and has received a written confirmation stating that
the Authority has no objection to the proposed change.

(2) An approved private equity fund or venture capital fund

shall inform the Authority of any material changes in the shareholding
of the fund.

32. Approval of fund manager

A person shall not act or be appointed as a fund manager for the
purposes of an approved private equity or venture capital fund, unless
such person is a duly licenced fund manager and is approved by the
Authority to manage private equity or venture capital funds.

33. Resignation of fund manager

(1) A fund manager may resign by giving written notice to
the governing body of the registered private equity or venture capital
fund, copied to the Authority, stating the reasons for the resignation.
(2) The notice period shall be one month or such longer period
as may have been stipulated in the management agreement.

34. Removal of fund manager

A fund manager shall be removed―

(a) immediately upon the suspension or revocation of its

licence by the Authority in accordance with the Act and
these Regulations; or

(b) by one month’s notice or such longer period as may be

stipulated in the management agreement, in writing by the
governing body of the approved venture capital fund.
80
35. Handover to new fund manager
A fund manager shall within fourteen days of the date of resignation
or removal, deliver to the approved private equity or venture capital
fund, through its fund manager all information and documents relating
to its contractual duties including―

(a) statements pertaining to the fund whose portfolio it was

managing;

(b) details of the investment portfolio and details of the cost of

such investment and estimated yields;

(c) statements relating to any incomplete transactions;

(d) records required to be maintained by the fund manager;

(e) letters of resignation by the fund manager or persons

appointed by the fund manager as a nominee for the
approved venture capital fund from any directorships
made pursuant to the management agreement;

(f) particulars of all contact persons for purposes in connection

with the investment portfolios; and

(g) any other information required to be handed over as

stipulated in the management agreement.

36. Appointment of new fund manager

The governing body of a registered private equity or venture capital
fund shall within one month of the resignation or removal of the fund
manager, appoint another fund manager, and shall within seventy-two
hours of the appointment, forward to the Authority a copy of the fund
manager’s letter of consent to appointment and provide the Authority
with a copy of the management agreement with the new fund manager.

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37. Suspension or revocation of approval of private equity or
venture capital fund
The Authority may suspend or revoke the approval of a private equity
fund or venture capital fund in accordance with section 62 of the Act.

Part VIII―Credit Rating Agencies

38. Application for credit rating agency licence

An application for approval to operate a credit rating agency shall
be made to the Authority in Form 2 set out in Schedule 1 to these
Regulations, and shall be accompanied by the following―

(a) a certificate of incorporation, memorandum and articles of

association;

(b) a business plan;

(c) resumes of the top management staff, management

structure,
(d) brief on the rating methodology, rating grades and fee
structure;

(e) a sample of a standard agreement between the rating

agency and its clients; and

(f) a draft sample “letter of requests” for rating accompanied

by a draft of the “information requirements for rating
securities.”

39. Core professional capacity

(1) An applicant to operate a credit rating agency shall provide
evidence of its capacity to perform the role of a credit rating agency.

(2) The applicant shall have a background and experience as

well as professional expertise to provide the service of a rating agency.

82
 (3) An applicant shall either be in the process of appointing or
have appointed professionals who have the relevant background in the
rating business.

(4) The credit rating agency shall be independent and uphold

the integrity of persons performing the credit rating function.

(5) The Authority may issue guidelines on the manner in which

independence and integrity of credit rating referred to in subregulation
(4), shall be determined and maintained.

Part IX―Transaction adviser and market advisor

40. Transaction adviser and market advisor
(1) A person shall not carry on the business of a transaction
adviser unless the person has been approved to carry on the business
by the Authority.

(2) A person shall not be licensed to carry on the business of

a market advisor unless the person has been approved to carry on the
functions of a market advisor by a stock exchange.

(3) An applicant shall submit a letter to the Authority

requesting for approval to act as a transaction adviser and shall include
the details of the transaction for which the approval is required.

(4) An applicant shall submit a letter to the Authority

requesting to be licensed as a market advisor and shall submit the
approval in sub regulation (2) with the application.

41. Notifications to Authority

A transaction adviser shall inform the Authority of―
(a) changes to its name, controlling shareholders, its address
or places of business;
(b) receipt of any written warning or disciplinary
communication from any regulatory body;
83
 (c) any material adverse change in its financial or operating
position, including where it is considering appointing
administrators or similar practitioners; or
(d) cessation to act for a company for which it was approved
to act, and for the reason for ceasing to act.

42. Independence of transaction adviser

(1) A transaction adviser shall demonstrate to the Authority
that it is independent from and has arms-length dealing with the
company for which it acts.

(2) Where the Authority requires a transaction adviser to

demonstrate clearly that neither its independence nor that of any of its
staff has or will be compromised by any potential conflict of interest,
the burden of proof shall be upon the transaction adviser.

43. Conflict of interest

(1) A transaction adviser shall at all times ensure that it does
not have any conflict of interest while performing its duties as a
transaction adviser.

(2) A transaction adviser shall not―

(a) act as both reporting accountant and transaction adviser to
the company;
(b) have a director, employee or associate of director or
employee who holds a position of a director of a company
for which the company acts as a transaction adviser; and
(c) allow a director or employee or associate of such director
or employee to deal in the securities of a company for
which the transaction adviser acts as an adviser during any
closed period of that company.

44. Maintenance of procedure

A transaction adviser shall ensure that it maintains procedures that are
sufficient for it to discharge its obligations under these Regulations.
84
45. Disciplinary action against transaction adviser
(1) Where the Authority considers that a transaction adviser is
in breach of its responsibilities under these Regulations, the Authority
may―
(a) issue a warning notice; or
(b) withdraw the approval of the transaction adviser.

(2) The Authority shall publish on its website, social media

platform, or a newspaper of wide circulation the action the Authority
has taken and the reasons for that action.

Part X―Authorised Registrar

46. Application for licence to operate as authorised registrar

(1) An application to operate as an authorised registrar shall
be submitted to the Authority in Form 2 set out in Schedule 1 to these
Regulations.

(2) The application referred to in sub regulation (1) shall be

accompanied by the following―
(a) a certificate of incorporation, Memorandum and Articles
of Association;
(b) a business plan including details of the top management
staff, management structure including provision of
particulars of directors who collectively have experience
in conducting registry business;
(c) a copy of the latest audited accounts;

(d) an undertaking to maintain proper records and render

returns;

(e) information on necessary infrastructure such as office

space, sufficient manpower and records storage and
management facilities such as fire proof cabinets, filing
cabinets, registers and information systems and back-ups;
85
 (f) information on control measures for access to records;

(g) proof that the chief executive officer has experience in

management and supervision of staff involved in electronic
data management and other forms of records maintenance;

(h) proof that the senior management and staff meet the fit and
proper requirements under the Act and these Regulations;

(i) in the event that the applicant is a subsidiary of a Registrar

operating in another jurisdiction, a recommendation from
the primary regulator;

(j) the prescribed fees; and

(k) any other information that may be required by the

Authority.

47. Duties of authorised registrars

An authorised registrar shall carry out all or any of the following
actions―

(a) track, record and maintain on behalf of issuers the official

record of ownership of each issuer’s securities and effect
appropriate changes in the register;

(b) effect refunds arising from oversubscriptions and rejected

applications;

(c) make dividend, principal, interest and other distributions

to securities holders;

(d) distribute right issue circulars and public offer documents;

(e) dispatch annual reports, accounts and notices of meetings;

(f) collect applications from investors in respect of an issue;

86
 (g) participate in share allotment and finalising the list of
entitlement as per allotment;

(h) process and dispatch allotment letters; and

(i) any other role that may be assigned by the Authority.

Part XI―Self-Regulatory Organisations

48. Self-Regulatory organisation

An organisation, which intends to operate as a self-regulatory
organisation, shall in writing apply to the Authority for approval.

49. Approval of self-regulatory organisation

The Authority may in respect of an application under regulation
48, subject to such terms and conditions as it considers necessary,
by notice in the Gazette, declare an organisation to be a recognised
self-regulatory organisation where the Authority is satisfied that the
organisation―

(a) has a constitution, internal rules and policies of the self-

regulatory organisation that are consistent with the Act
and any other law;

(b) has appropriate procedures and systems of exercising self-

regulation over its members with the capacity, financial
and administrative resources necessary to carry out its
functions as a self-regulatory organization, including
dealing with a breach of a provision of the Act or of any
other applicable standards or guidelines;

(c) has board of directors who are fit and proper persons;

(d) has a code of conduct for its members;

(e) has adequate procedures for dispute resolution; and

87
 (f) satisfies such other criteria as may be specified by the
Authority.

50. Implementation of self-regulatory organisation

An organisation that has been approved as a self-regulatory organisation
shall implement a system of self- regulation with respect to its members
and shall ensure the day to day management of members’ activities are
in accordance with—

(a) the rules of the organisation; and

(b) the Act and regulations prescribed by the Authority.

51. Rules of self-regulatory organisation

(1) The rules of a self-regulatory organisation shall, where
applicable, support the self-regulatory functions of the organisation
and in particular shall in addition to the conditions under the Act;

(a) promote investor protection;

(b) promote fair treatment of its members;

(c) exclude a person who is not fit and proper from being its
member or being appointed as its chief executive, director
or officer;

(d) promote proper regulation and supervision of its members;

(e) promote appropriate standards of conduct of its members;

(f) manage any conflict of interest which may arise between

its interest and the interest of investors and the general
public;

(g) ensure that its members and their officers duly comply
with the relevant securities laws, regulations and rules;

88
 (h) prevent the use of any information by its members or their
officers which may result in the members or their officers
making an unfair gain;

(i) expel, suspend, discipline or sanction a member, if such

member contravenes securities laws, regulations and
regulations issued by the authority or where relevant, the
applicable rules, or an approved central depository;

(j) require a member to report any action, restriction or

limitation imposed on its operations by any regulator, any
other self-regulatory organisation, stock exchange, central
depository or any other competent authority;

(k) allow an aggrieved member to appeal against any decision

of the self-regulatory organisation; and

(l) provide for procedures with respect to reporting and

accountability to any industry regulatory other than the
Authority.

(2) An application to amend the rules of a self-regulatory

organisation shall be accompanied by―

(a) a board resolution; and

(b) evidence of stakeholder engagement.

(3) The Authority shall before the approval make a written

decision concerning any proposed amendments and the amendments
shall not have any effect without the Authority’s approval.

Part XII―Miscellaneous

52. Alteration of facts disclosed in application

(1) An applicant for a licence, registration or approval may
give written notice to the authority of any proposed alteration to
an application upon the occurrence of an event which an applicant
89
reasonably believes that it affects or may affect in a material respect,
any matter in respect of which information was supplied or required to
be supplied to the Authority.

(2) The alteration in sub regulation (1) shall only be allowed

if the event that necessitates the alteration occurs prior to the
determination of the application by the Authority.

53. Consideration of applications for licence or approval of

authorised activities
(1) The Authority shall only receive and consider an
application where all the necessary information and documentation
for such an application has been provided.

(2) The Authority shall inform the applicant of its decision

after the complete application has been lodged with it within thirty
days from the date of submission of the application.

54. Grant of licence or approval

(1) The Authority, upon consideration of an application, shall
either grant a licence or approval or reject the application.

(2) The Authority shall only grant a licence or approval where

all the necessary requirements have been met by the applicant.

(3) A licence granted by the Authority shall be in Form in

Form 8 set out in Schedule 1 of these Regulations.

(4) The Authority shall grant a licence or approval where the

Authority is satisfied that the persons engaged or to be engaged as
directors or key personnel are fit and proper persons in accordance
with the criteria provided in Schedule 2 to these Regulations.

55. Rejection of application for licence or approval

(1) Where the applicant has not met all the requirements or
the Authority is not satisfied with the information furnished by the
90
applicant and having regard to any other information, or the applicant
is not a fit and proper person to carry on the business for which an
application for a licence or approval is made, the Authority shall reject
the application.

(2) The Authority shall give the applicant an opportunity to be

heard before it rejects an application for a licence or approval.

(3) After the hearing, where the Authority is still of the view
that the application should be rejected, the Authority shall issue a
notice for rejection of the application in the Form 7 set out in Schedule
1 of these Regulations.

56. Suspension or revocation of licence or approval

(1) The Authority shall issue a notice of suspension or
withdrawal of approval for a licence or approval that has been
suspended or revoked under section 62 of the Act.

(2) The notice referred to in subregulation (1) shall be in Form

10 set out in Schedule 1 of these Regulations.

57. General conditions

(1) The following shall be the conditions for every licence or
approval—

(a) the licence or approval shall be personal to the applicant

and shall not be transferable;

(b) a licensee or approved person shall not grant a change in

ownership of the business unless notification has been
given to the Authority and the Authority has satisfied itself
that the new owner is a fit and proper person to take over
the ownership of the business;
(c) a licensee or approved person shall give written notice
to the Authority on the occurrence or alteration of any
event which he or she knows affects or may affect in any
91
 material respect, any matter in respect of which he or she
has supplied or was required to supply information to the
Authority in the course of his or her application for that
licence;
(d) a licensee or approved person shall give written notice
to the Authority of any change in the management and
staff immediately after the change has taken place, where
the holder of the licence is a company, any change in the
directors of the company;
(e) a licensee or approved person shall comply with any
directions which may be given by the Authority in respect
of a proposed alteration or occurrence of the event or
change notified to the Authority under paragraphs (b) or
(c) of this regulation;
(f) a licensee or approved person shall not carry on, or hold
himself or herself out as carrying on, any securities
business other than that permitted by his or her licence;
(g) a licensee or approved person shall comply with any other
terms or conditions imposed by the Authority.
(h) a licensee or approved person shall be required to maintain
a professional indemnity, insurance in respect of its
personnel or contribute to a guarantee or fidelity fund for
purposes of addressing any market anomalies that arise
due to a failure on the part of the licensed or approved
person, in accordance with the Act and these Regulations.
(2) A person shall not hold a licence for a custodian and a fund
manager at the same time.

58. Representative licences

(1) An approved or licensed person shall not carry on an
activity for which that person is approved or licensed without having
in its employment at least one representative.

92
 (2) A representative shall submit an application to the
Authority in Form 4 set out in Schedule 1 of these Regulations.

(3) The Authority shall consider the application submitted

under subregulation (2) and if satisfied with the application shall issue
a representative licence to the employee.

59. Restriction on use of titles

(1) A person who is not a broker within the meaning of these
regulations shall not use the title of “stock broker” or “dealer” or
exhibit at any place a name, title or description implying or tending to
create the belief that they are a securities broker or dealer authorised to
conduct brokerage or dealing business as contemplated under the Act.

(2) A person who does not hold a licence or approval in

relation to any activity referred to in section 50 of the Act or in these
Regulations shall not use, or by inference, adopt a name or title or
description implying or tending to create the belief that he or she is
the holder of the relevant licence and entitled to conduct the licensed
activity in question.

(3) A company that is not an approved securities exchange,

shall not, without the consent in writing of the Authority, use or by
inference adopt the name or title of “securities exchange” or “stock
exchange” or exhibit at any place a name, title or description implying
or tending to create the belief that the company is a securities exchange
or securities exchange.

(4) A person who contravenes this regulation commits an

offence and is liable on conviction to a fine not exceeding two hundred
currency points or imprisonment not exceeding two years or both.

60. Replacement of licence

(1) A licensee may apply to the Authority through a letter for
replacement of a licence where the licence is lost, destroyed, obliterated
or defaced.
93
 (2) The application in sub regulation (1) shall be accompanied
by evidence of payment of the prescribed fee.

(3) Where the Authority is satisfied that a licence has been

inadvertently lost, destroyed, obliterated or defaced, the Authority
shall issue a licence to replace the lost, destroyed, obliterated or
defaced licence.

61. Renewal and display of licence

(1) A licensee or approved person shall display his or her or its
licence at all premises in which they transact business with the public.

(2) The requirement in sub regulation (1) shall not be taken to

be satisfied unless the licence is displayed in such a manner as to be
readily visible to the public.

(3) A licence shall be valid for one year and shall be renewed
annually upon application to the Authority where the applicant has
met all the requirements for issuance or renewal of the licence

(4) The Application for renewal of a licence shall be

accompanied by evidence of payment of the fee set out in Schedule 3
of these Regulations.

(5) The application referred to in subregulation (4) shall be in

Form 9 set out in Schedule 1 of these Regulations.

62. Publication of approvals and licences

(1) The Authority shall publish on its website all approvals
and licences.

(2) The Authority shall publish once every year, a list of all
licenced or approved persons in at least one daily newspaper with
national circulation.

63. General duty to comply

94
A licensee or approved person under these Regulations shall at all times
comply with all the requirements of the Act and these Regulations and
any conditions imposed on it or him or her by the Authority.

64. Form of application for licence

An application to the Authority for a licence may be submitted to the
Authority in hard copy or electronic form.

Part XIII― Offences, penalties and repeals

65. Offences and penalties

(1) An approved person who fails, without reasonable excuse,
to comply with any of the requirements of these Regulations commits
an offence and is liable on conviction to a fine not exceeding five
thousand currency points.

(2) The Authority may impose other disciplinary action under

section 56 or 62 of the Act as it may determine.

66. Revocation of Regulations

The following Regulations are revoked―
(a) the Capital Markets Authority (Licensing) Regulations,
S.I 84 -1;
(b) the Capital Markets (Establishment of Stock Exchanges)
Regulations, S.I 84 –3; and
(c) the Capital Markets (Fund Managers) Regulations, 2004,
S.I No. 42 of 2004.

95
 SCHEDULE 1- FORMS

FORM I
Reg. 3 (1), and 7 (1).

CAPITALMARKETSAUTHORITY ACT

APPLICATION FOR APPROVAL OF A SECURITIES

EXCHANGE OR A COMMODITIES EXCHANGE

1. Name of the Company: ……………………………………

2. Registered office: …………………………………………
3. Date of incorporation:………………………………………
4. Postal address……………………………………………..
5. Email address…………………………………………………
6. Location, address and telephone number of principal office
...………………………………………………………………………
7. Website address and Social media handle details\
...………………………………………………………………………
8. Location, address and telephone number of branch offices
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………
9. Details of capital structure:
(a) Nominal/authorised capital ……………………………
(b) Number of shares ……………………………………….
(c) Paid-up capital ……………………………………………
10. Details of the shareholders (please attach list)
Name Address and telephone Number of shares
number held

96
11. Details of the directors (please attach a list)
Name Identity Date of Date of Permanent Academic or Number
card/ appointment Birth address professional of shares
Passport and qualification held in the
number telephone company
number

12. Details of the secretary

Name Identity Date of Date of Permanent Academic Number
card or appointment birth. address and and of shares
Passport telephone professional held in the
number. number qualifications company if
any.

13. Details of the Chief Executive Officers and key personnel

Name Identity Date of Date Permanent Academic and Number
card or appointment of address and professional of shares
Passport birth. telephone qualifications held in the
number. number company.

14. Particulars of other directorship (s) of the directors and chief

executive officer. ……………………………………………………
...………………………………………………………………………

15. Particulars of shares held by the directors and chief executive

officer in other companies
...………………………………………………………………………
...………………………………………………………………………

16. Has the applicant or any of its directors, secretary or members

of senior management at any time been placed under receivership,
97
declared bankrupt or compounded with or made an assignment for the
benefit of his creditors in Uganda or elsewhere?
Yes/No. If “Yes”, give details………………………………………
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………

17. Has any director, secretary or key personnel of the applicant

been a director of a company that has been denied any licence or
approval under the Capital Markets Authority Act or equivalent in any
other jurisdiction: Yes/No
If Yes, give details……………………………………………………
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………

18. Has a director of a company providing banking, insurance,

financial or investment advisory services whose licence has been
revoked by the appointing Authority:
Yes/No. If Yes, give details……………………………………………
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………

19. Has any director, secretary or key personnel of the applicant

been subjected to any form of disciplinary action by any professional
body of which the applicant or any of its director was a member?
Yes/No. if Yes, give details …………………………………………
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………

20. Has any court found that the applicant, or a person associated
with the applicant was involved in the violation of the Capital Markets
Authority Act or Regulations thereunder or any other law governing
the financial sector within or outside Uganda?
98
Yes/No. If Yes, give details ………………………………………
...………………………………………………………………………
...………………………………………………………………………
21. Is the applicant or a person associated with the applicant subject
to any proceedings that could result in a “yes” answer to question 19
above.
Yes/No. If “yes” give details……………………………………….
...………………………………………………………………………
...………………………………………………………………………
22. Is the applicant, any shareholder, director or secretary of the
applicant a member or director of a member company of any securities
exchange, derivatives exchange or commodities exchange?
Yes/No. If “yes” give details.. ……………………………………
...………………………………………………………………………
...………………………………………………………………………
23. Have any shareholder, director or secretary of the applicant, a
member or director of a member company of any securities exchange,
derivatives exchange or commodities exchange been―
(a) refused admission as a commodity member of any securities
organisation?
Yes/No. if Yes, give details………………………………….
...………………………………………………………………………
...………………………………………………………………………
(b) expelled from or suspended from trading on any securities
organisation?
Yes/No if Yes, give details………………………………
...………………………………………………………………………
...………………………………………………………………………
(c) subjected to any other form of disciplinary action by any
securities, derivatives or commodity exchange? Yes/No if Yes,
give details……………………………………………………
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………
99
24. Business references:
Name Address Telephone number(s) Occupation

25. Profile of the chief executive officer and key personnel in the
applicant company
...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………

26. List of office facilities of the applicant………………………..

...………………………………………………………………………
...………………………………………………………………………
...………………………………………………………………………

27. Any other additional information considered relevant to this

applicant
...………………………………………………………………………
...………………………………………………………………………

We………….......… (Director) ………………...…... (Director)

and……………………………………….(Secretary) declare that all
the information given in this application and in the attached documents
is true and correct.

Dated this…………day of………………..20….

Signed:

………………………………………………………) Director

……………………………………………………….) Director

……………………………………………………..) Secretary

Note:
Please attach the documents and details referred to in regulation 3 and
12.
100
We enclose two copies each of the following documentation required
to accompany the application―
(a) certified copies of the memorandum and articles of
association
(b) proposed rules of the securities exchange or commodities
exchange;
(c) the business Plan
(d) details of the trading system clearing and settlement
systems proposed to be adopted by the applicant; proposed
to be adopted
(f) business continuity plan
(g) governance of the exchange – list of directors indicating
whether the director is executive, non-executive or /and
independent
(h) completed fit and proper assessment form for each director
including senior management and chief executive officer
accompanied by a photograph in their true likeness.

Dated at ……………this ………. day of …………………20……..

Signed by

Name: ……………………………………..
Designation:………………………………
Signature: …………………………………

*Delete as necessary.
If space is insufficient to provide details, please attach annexure(s). Any
annexure(s) should be identified as such and signed by the signatory of this
application.
Information provided should be as at the date of application

101
 FORM 2
Reg 22, 27(1), 38, 46(1)

CAPITAL MARKETS AUTHORITY ACT

APPLICATION FOR A LICENCE/ RENEWAL OF LICENCE TO

CONDUCT THE BUSINESS OF AN INVESTMENT ADVISER,
FUND MANAGER, INVESTMENT HOUSE, STOCK BROKER,
DEALER OR CREDIT RATING AGENCY AUTHORISED
REGISTRAR OR CUSTODIAN

Application is made for Credit rating agency /authorised registrar /

custodian /stockbroker/ dealer/ investment adviser/ fund manager /
investment house/dealer (tick as appropriate) licence/renewal of
licence (delete where inapplicable) under the Act and the following
statements are made in respect thereof:

Note
If space is insufficient to provide details, please attach annexure(s). Any
annexure(s) should be identified as such and signed by the signatory of
this application. Information provided should be as at the date of the
application or renewal.

1. Name of company ...................................................................

2. Registered office .......................................................................
3. Date of incorporation ................................................................
4. Postal address ...........................................................................
5. E-mail address ……………………………............................
6. Location, address and telephone number of principal office
………………………………………………………………………
7. Location, address and telephone number of branch offices
………………………………………………………………………
8. Details of capital structure:
(a) Nominal capital (Ugshs.)
……………………………………
102
 (b) Number of shares ……………………………………..
(c) Paid-up capital (Ugshs) ………………………………..

9. Description of securities applicant intends to deal in, where

applicable.
………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
……………………………………………………….

10. Shareholders (or investors)

Name Address and telephone Number of shares held
number

11.
Details of the directors
Name Identity Date of Date of Permanent Academic and Number
card or appointment birth. address and professional of shares
Passport telephone qualifications held in the
number. number company.

12. Details of the secretary

Name Identity Date of Date of Permanent Academic Number
card or appointment birth. address and and of shares
Passport telephone professional held in the
number. number qualifications company

13. Details of the chief executive and other key personnel

Name Identity Date of Date of Permanent Academic Number
card or appointment birth. address and of shares
Passport and professional held in the
number. telephone qualifications company
number

103
14. Particulars of other directorship(s) of the directors and secretary.
………………………………………………………………………
15. Particulars of shares held by directors or secretary in other
companies
………………………………………………………………………
16. Has the applicant or any of its directors, secretary or members
of senior management at any time been placed under receivership,
declared bankrupt, or compounded with or made an assignment for
the benefit of his creditors, in Uganda or elsewhere?
Yes/ No. If ‘yes’, give details
……………….………………………………………………………
17. Has any director, secretary or senior management of the applicant
been a director of a company that has been―
(a) denied any licence or approval under the Capital Markets
Authority Act or equivalent legislation in any other jurisdiction:
Yes/No. If Yes, give details.
………………………………………………………………………
(b) a director of a company providing banking, insurance, financial
or investment advisory services whose licence has been revoked
by the appropriate authority?
Yes/No. If Yes, give details.
………………………………………………………………………
(c) subjected to any form of disciplinary action by any professional
body of which the applicant or any of its director was a member?
Yes/ No. If yes, give details.
………………………………………………………………………
18. Has any court ever found that the applicant, or a person associated
with the applicant was involved in a violation of the Capital Markets
Authority Act or Regulations thereunder, or equivalent law outside
Uganda ?
Yes / No. If ‘yes’, give details.
………………………………………………………………………

104
19. Is the applicant and/or a person associated with the applicant
now the subject of any proceeding that could result in a ‘yes’ answer
to the above question (15)?
Yes/ No. If ‘yes,’, give details.
………………………………………………………………………
20. Is the applicant, or any shareholder, director or the secretary
of the applicant, a member or director of a member company of any
securities exchange?
Yes/ No. If ‘yes’, give details.
………………………………………………………………………
21. Have any shareholder, director or the secretary of the applicant,
a member or director of a member company of any securities exchange
been refused admission as a trading participant of any securities
organisation?
Yes / No. If ‘yes’, give details
………………………………………………………………………
22. Have any shareholder, director or the secretary of the applicant,
a member or director of a member company of any securities exchange
been expelled from or suspended from trading on any securities
organisation?
Yes/No. If ‘yes’ give details
………………………………………………………………………
23. Have any shareholder, director or the secretary of the applicant,
a member or director of a member company of any securities exchange
been subjected to any other form of disciplinary action by any stock
exchange?
Yes/No. If ‘yes’, give details.
………………………………………………………………………
18. Business references:
Name Address Telephone Occupation
number(s)

105
19. Profile of the chief executive and key employees in the applicant
company:
………………………………………………………………………
………………………………………………………………………
………………………………………………………………………
………………………………………
20. List the office facilities of the applicant
………………………………………………………………………
21. State the exact nature of the activity to be carried on which
obliges the applicant to apply for a licence from the Capital Markets
Authority.
………………………………………………………………………
22. State securities exchange at which the applicant intends to seek
admission as a trading participant
………………………………………………………………………
23. Any other additional information considered relevant to this
application:
………………………………………………………………………
We ……………………(Director), ……………………… (Director)
and ………………………………. (Secretary) declare that all the
information given in this application and in the attached documents is
true and correct.
Dated this …………… day of …………………. 20 ……..
Signed:
…………………………………………… ) Director
…………………………………………….) Director
……………………………………………) Secretary

Note: The following shall be submitted with the application for a

licence―
(a) a certified copy of the memorandum and articles of
association;(and in case of renewal, any changes in the
memorandum and articles of association)
106
(b) a certified copy of the certificate of incorporation;
(c) a business plan complying with the requirements of these
Regulations;
(d) management accounts for the period not exceeding six months
prior to the date of application and audited annual accounts for
the preceding two years (in the case of application of licence)
and audited annual accounts for the preceding year (in the case
of renewal of licence);
(e) a declaration by the directors as to whether after due enquiry by
them in relation to the interval between the date to which the last
accounts have been made and a date not earlier than fourteen
days before the date of the application―
(i) the business of the company has, in their opinion, been
satisfactorily maintained;
(ii) there have, in their opinion, arisen any circumstances
adversely affecting the company’s trading or value of its
assets;
(iii) there are any contingent liabilities by reason of any
guarantees given by the company or any of its subsidiaries;
(iv) there are, since the last annual accounts, any changes in
published reserves or any unusual factors affecting the
profit of the company or any of its subsidiaries.
(f) copy of the bank guarantee to be lodged with the securities
exchange or the central depository (where applicable).
(g) a declaration by persons authorised as prescribed to accompany
the application form; and
(h) proof of payment of application fee.

107
 FORM 3

CAPITAL MARKETS AUTHORITY ACT

Reg. 15 (1)

APPLICATION FOR A LICENCE TO CONDUCT THE

BUSINESS OF A COMMODITIES BROKER

PART I—COMPANIES
(To be completed only by applicants who are companies)

1. Particulars of the Company

(a) Name of company ___________________________________
(b) Registered office ____________________________________
(c) Date and place of incorporation _________________________
(d) Address, telephone and fax numbers of principal place at which
the business of the applicant is to be carried on _________
____________________________________________________
2. Details of capital structure—
(i) authorised capital, __________________ shillings
(ii) paid-up capital, ____________________ shillings
(iii) types of shares issued _________________________
3. Details of shareholders—
Name Address Amount of shares Date of acquisition
held

4. Particulars of directors and secretary

Name Residential Date of Educational Office Date of
address birth qualifications held appointment

108
5. Set out the name and address of each person who, directly or
indirectly, exercises or has power to exercise a controlling influence
over the management and policies of the applicant other than those
shown as directors. _______________________________________
_______________________________________________________
_______________________________________________________

PART II―DUE DILIGENCE

(To be completed by all applicants, whether companies
or individual applicants.)
6. Internal control mechanisms
(a) State the type of clients with whom the applicant proposes to do
business
_______________________________________________________
_______________________________________________________
(b) Describe in detail the organisational structure and internal
control procedures which the applicant has adopted or proposes to
adopt for the proposed business
_______________________________________________________
_______________________________________________________
(c) State in detail the experience of the applicant and his or her
management staff in the proposed business
_______________________________________________________
_______________________________________________________
(d) State in detail the activity and the manner in which the applicant
proposes to conduct the business for which the applicant requires
a commodities broker’s licence. _________________________
_______________________________________________________
_______________________________________________________
(e) Is the applicant or any director or secretary of the applicant
company a director of any company in Uganda or elsewhere?
___________ Answer “Yes” or “No”; if “Yes”, give details of—
109
 (i) names of companies ________________________
(ii) places of incorporation ________________________ and
(ii) dates of appointment ____________________________
(f) (Answer “Yes” or “No” in the space provided. If “Yes”), attach
annexures giving all relevant particulars.
_______________________________________________________
_______________________________________________________
(g) Has the applicant or any director or secretary of the applicant
company within the past ten years—
(i) been licensed or registered in any place under any law
which requires licensing or registration in relation to
dealing in securities? ____________________________
(ii) been licensed, registered or otherwise authorised by law to
carry on any trade, business or profession in any place?
______________________________________________
(iii) been refused the right or restricted in its or his or her right
to carry on any trade, business or profession for which a
specific licence, registration or other authority is required
by law in any place?
______________________________________________
(iv) been suspended from membership of any securities
exchange or otherwise disciplined by a securities
exchange? ______________
(v) been refused membership of any securities exchange?
______________________________________________
(vi) been known by any name other than the name or names
shown in this application? _________________________
(vii) had judgment, including findings in relation to fraud,
misrepresentation or dishonesty, given against him or her
in any civil proceedings in Uganda or elsewhere?
______________________________________________
(viii) (If “Yes”, using an annexure, give full details, including
whether judgment is unsatisfied.)
110
 (ix) been declared bankrupt or compounded with or made
an arrangement for the benefit of his or her creditors, in
Uganda or elsewhere?
______________________________________________
(x) been refused a fidelity or surety bond in Uganda or
elsewhere?
______________________________________________
7. Details of the employment and business activities of the
applicant or of each director and secretary of the applicant company
during the previous ten years.
Name of individual Name and Nature of Description Period of
applicant or director address of business or of duties in employment
or secretary of employer activity relation to the or activity
applicant company (if self- employment (give exact
employed,so dates)
state)

8. Additional information
Set out additional information (including any formal qualifications
or training and the name of the institution that conducted the course)
considered relevant to this application.

9. References
Set out below details of two persons (who are not related to the
applicant, and neither of whom shall have any interest in the success or
otherwise of this application) with whom the applicant or each director
or secretary of the applicant company has had regular contact over the
past five years and of whom the Authority may inquire regarding the
applicant’s character and reputation.

Name Address Occupation

_____________________ __________________ __________
_____________________ __________________ __________

111
10. I am aware of the provisions of section 54 of the Act relating to
false statements made in applications.

11. I declare that all information given in this application and in the
attached annexures (if any) is true and correct.
__________________________ _______________________

Dated this……day of …………….. 20.……

1. ……………………………… (Name and signature of Applicant)

2. …………………… (Name and signature of applicant/director/
3. .....................................……… (name and signature of secretary)

112
 FORM 4
Reg. 58(2)
THE CAPITAL MARKETS AUTHORITY ACT.

APPLICATION FOR REPRESENTATIVE’S LICENCE

1. Particulars of the applicant

(a) Name of applicant ____________________________________
(b) Residential address ___________________________________
(c) Tel. No __________________ Fax No. ___________________
(d) Date of birth ________________________________________
(e) Place of birth ________________________________________
(f) Number of years applicant has resided in Uganda ___________
(g) Nationality _________________________________________
2. Occupation for which representative’s licence is sought (a broker
or dealer’s representative/an investment representative licence etc)
_______________________________________________________
3. Particulars of the principal
(a) name of principal ____________________________________
(b) address at which the business of the principal is to be carried on
_______________________________________________________
(c) telephone no. _______________________________________
(d) nature of business of the principal _______________________
(e) present remuneration arrangement with principal (salary,
commission or both)
_________________________________
(f) Directorship in companies in Uganda or elsewhere ___________
_______________________________________________________
4. Due diligence (Answer “Yes” or “No” in space provided. If
“Yes attach annexures giving all relevant particulars)

113
Has the applicant within the past ten years—
(a) been licenced or registered in any place under any law which
requires licensing or registration to deal or trade in securities or act
as investment adviser? _______________________________
(b) been licenced, registered, or otherwise authorised by law to carry
on any trade, business or profession in any place? ____________
(c) been refused the right or restricted in his or her right to carry on
any trade, business or profession for which a specific licence,
registration or other authority is required by law in any place?
___________________________________________________
(d) been a shareholder in a member firm of any securities exchange?
_________________________________________________
(e) been suspended from membership of any securities exchange or
otherwise disciplined by a securities exchange? ______________
(f) been refused membership of any securities exchange? _________
(g) carried on business under any name other than the name or
names shown in subregulation 1(a) of this application?
_________________________________________________
(h) been convicted of any offence, other than a traffic offence, in
Uganda or elsewhere or are there any proceedings now pending
which may lead to such a conviction? ______________________
(i) had judgment including findings in relation to fraud,
misrepresentation or dishonesty given been against him or her in
any civil proceedings in Uganda or elsewhere? ______________
(If “Yes”, attach annexure giving full details, including whether
judgment is unsatisfied.)
(j) been refused a fidelity or surety bond in Uganda or elsewhere?
_________________________________________________
(k) been declared bankrupt or compounded with or made an
arrangement for the benefit of his or her creditors in Uganda or
elsewhere? _________________________________________
114
(l) been disqualified as a director of a company, or been a director
of a company that has gone into receivership or liquidation in
Uganda or elsewhere? _________________________________
(m) had any experience in performing the functions of a dealer’s
representative or an investment representative? _____________
(Answer “Yes” or “No”. If “Yes”, attach annexures giving all
relevant particulars)
5. Set out below details of the applicant’s employment and business
activities during the previous ten years.
Name and address Nature of Description of duties in relation to
of employer (if self business or employment Employment or activity
employed, state so) activity (give exact dates)

6. Set out below details of two persons (who are not related to
the applicant and neither of whom has any interest in the success or
otherwise of this application) with whom the applicant has had regular
contact over the past five years and of whom the Authority may inquire
regarding the applicant’s character and reputation—
Name Address Occupation

7. Does the applicant have an interest in one or more shares in any

company, the shares of which are quoted on a securities exchange, the
aggregate of the nominal amount of which constitutes not less than 5
percent of the aggregate of the nominal amount of all issued shares
of the company? ______ (Answer “Yes” or “No”. If “Yes”, give full
details of the interest including names of companies and percentage of
interest.)
_______________________________________________________
_______________________________________________________
115
8. Set out any additional information (including any formal
qualifications or training of the applicant and the name of the institution
that conducted the course) considered relevant to this application.
9. I am aware of the provisions of section 54 of the Act relating to
false statements made in applications.
10. I declare that all information given in this application and in the
attached annexure (if any) is true and correct.
_________________________ ______________________________

Dated this ………..day of………………., 20…

………………………(Signature) (Applicant)

FORM 5
Reg. 30 (2)
CAPITAL MARKETS AUTHORITY ACT,

APPLICATION FOR REGISTRATION AS A PRIVATE

EQUITY OR VENTURE CAPITAL FUND

Please attach annexure(s) where necessary. Any annexure(s) should be

clearly identified.

1. Name of Applicant ………………………………………………

2. Date of establishment …………………………………………
3. Partnership /Trust /Company Number …………………………
4. Physical and Postal Address of principal office …………………
…………………………………………………………………
5. Registered Office ………………………………………………
6. Telephone: ………………………………………………………
116
7. Fax No: …………………………………………………………
8. Email address: …………………………………………………
9. Details of capital structure:
(a) Nominal capital (Ugshs.) …………………………….
(b) Number of shares …………………of (Ugshs) …………each.
(c) Paid-up capital (Ugshs) ………………………………………
(d) Number and broad description of fund:
(e) Components (of each Fund):
(i) Equity ………………………………………………………
(ii) Shareholder Loans …………………………………………
(iii) Debt ………………………………………………………
(iv) Other (Explain) ……………………………………………

10. Details of subsidiary and associate companies with the percentage

of shareholding in each.
………………………………………………………………………...
………………………………………………………………………
………………………………………………………………………
11. Details of holding and affiliated companies with percentage of
shareholding of the holding company. ………………………………
………………………………………………………………………
12. Provide the following details in respect of each Director/ Partner/
Trustee and the Secretary. In respect of each individual copies of the
national identify cards or passport shall be annexed.
(a) Name ……………………………………………………………
(b) Previous names (if any) ………………………………………
(c) Year and place of birth …………………………………………
(d) Nationality and how acquired …………………………………
(e) Identification Card/ Passport number and date issued …………
(f) Postal address & telephone number ……………..……………
(g) Number of shares held in Applicant ……………...……………
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(h) Shareholdings (directly or indirectly) in other Companies
…………………………………………………………………
(i) Directorships in Companies /other Partnerships ………………
(j) Educational qualifications and year obtained ……....................
(k) Professional qualifications and year obtained:…………………
(l) Memberships of professional bodies ……………………………
(m) Employment/business record..…………………………………
(n) Specific experience related to the provision of venture
capital……….……………….................... in case of Secretary:
(o) Registration No. …………………………
(p) Practising Certificate No. …………………..
13. Particulars of the auditor of the approved venture capital fund
(a) Name: ……………………………………………………...
(b) Physical & postal Address: ……………………………..……...
(c) Telephone: ………………………………………………………
(d) Email address: …………………………………………………
(e) Fax: ……………………………………………………………
(f) Practising Certificate No. ……………………………………….
Provide individual responses to the following questions in respect of
each of the shareholders, Partners/directors and secretary :
14. Have you at any time been placed under receivership, declared
bankrupt, or compounded with or made an assignment for the benefit
of creditors, in Uganda or elsewhere? If ‘yes’, give details
……………….………………………………………………………
………………………………………………………………………
15. Have you been a Partner director, shareholder or manager of a
company /Trust/Partnership that has been:
(a) denied any licence, approval or registration to carry out business
in the financial sector in any jurisdiction, or had such licence
been withdrawn after it was made or any authorisation revoked:

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 Yes/No. If Yes, give details.
……………………………………………………....................……
........... ………………………………………………………………
(b) a director of a company providing banking, insurance, financial
or investment advisory services whose licence has been revoked
by the appropriate authority? If Yes, give details.
………………………………………………………………………
........... …………………………………………………………………
(c) subjected to any form of disciplinary action, censure, warned
as to future conduct or publicly criticized by any regulatory
authority or professional body in any country with regard to
competence, soundness of judgment or otherwise. If yes, give
details.
……………………………………………………………………...
............ ……………………………………………………………..
16. Have you been involved in a violation of any law designed
for protecting members of the public against financial loss due to
dishonesty or incompetence. If ‘yes’, give details.
………………………………………………………………………
………………………………………………………………………
17. Have you at any time been convicted of any criminal offence in
any jurisdiction? If so, give particulars of the court in which you were
convicted, the offence, the penalty imposed and the date of conviction.
………………………………………………………………………
………………………………………………………………………
18. Have you or any entity in which you are or have been
associated as a director, shareholder or manager, been the subject
of an investigation, in any country, by a government department or
(including tax authorities), professional association or other regulatory
body? If ‘yes’, give details.
……………………………………………………………………...
19. Are you and/or a person associated with you now the subject
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of any proceeding that could result in a ‘yes’ answer to the above
questions (19), (20), (21) and (22)? If ‘yes,’, give details.
………………………………………………………………………
………………………………………………………………………
20. Are you a shareholder or director of a member company of any
securities exchange? If ‘yes’, give details.
………………………………………………………………………
………………………………………………………………………
(2) Have you been―
(a) refused membership of any securities organisation? If ‘yes’,
give details …………………………………………………
…………………………………………………………………
(b) expelled from or suspended from trading on or membership of
any securities organisation? If ‘yes’ give details
……………………………………………………………..
………………………………………………………………
(c) subjected to any other form of disciplinary action by any stock
exchange? If ‘yes’, give details.
………………………………………………………………
………………………………………………………………

We ………………(Director/Partner), ………....…(Director/Partner)
and ………………(Secretary) declare that all the information given
in this application form is complete and true.

Dated this …………………… day of ……………………. 20 …..

Signed:
………………………………….......…….................. (Director)

……………………………………………………….(Director)

……………………………………………………….(Secretary)
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 FORM 6
Reg. 30 (4)
CAPITAL MARKETS AUTHORITY ACT,

APPLICATION FOR REGISTRATION AS A PRIVATE

EQUITY FUND OR A VENTURE CAPITAL FUND
Please attach annexure(s) where necessary. Any annexure(s) should
be clearly identified.

1. Name of Applicant ……………………………………………

2. Date of establishment …………………………………………
3. Company Number ……………………………………………
4. Physical and Postal Address of principal office………………
………………………………………………………………………
5. Registered Office ………………………………………………
6. Telephone: ………………………………………………………
7. Fax No…………………………………………………………
21. Email Address: …………………………………………………
22. Details of the Fund Manager/ General Partner:
Name Address

8. Total funds under management or size of Fund (Ugx/US $)

………………………………………………………………………
9. Details of shareholders (Limited Partners)

Name Address

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10. Details of Investee Companies

Name of Investee Sector

We ……………………(Director), ………....………… (Director) and

………………(Secretary) declare that all the information given in this
application form is complete and true.

Dated this ………………… day of ……………………. 20 …..

Signed:
……………………………………….… (Director)
………………………………………….(Director)
…………………………………………(Secretary)

FORM 7
Reg. 55 (3)
THE CAPITAL MARKETS AUTHORITY ACT
NOTICE OF REFUSAL TO GRANT LICENCE
To ............................... ............................... ...............................
RE: .............................................................................................
TAKE NOTICE that upon consideration of your application for
a licence to act as a ……………………. in accordance with the
provisions of the section 50(1) of the Act and the Regulations made
thereunder, the Authority has not found merit in your application and
rejects the same due to the following reasons―
...............................................................................................................
...............................................................................................................
Dated this…………….day of……………………………, 20……..

......................................... …………………………
Chief Executive Officer Secretary to the Board
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 FORM 8
Reg. 54 (3)
THE CAPITAL MARKETS AUTHORITY ACT.

Licence No.

Licence

This licence is granted to ________________________ (name) of

____________________________________________________
(address) and authorises the person herein named to conduct or carry
on the business of _________________________ (type of business)
in Uganda for one year beginning ___________________ and ending
____________________ (both dates inclusive).

This licence is issued subject to compliance of the requirements of the

Capital Markets Authority Act, the Regulations made under the Act
and any other conditions as may be stipulated by the Authority and by
the securities exchange of which the applicant is or proposes to be a
member.

Dated this ………….. day of …………….20……

......................................... …….…….………….
Chief Executive Officer Secretary to the Board

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 FORM 9
Reg. 61 (5)
THE CAPITAL MARKETS AUTHORITY ACT
APPLICATION FOR RENEWAL OF LICENCE.
1. Particulars of the applicant
(a) Applicant’s name ____________________________________
(b) Licence No. ________________________________________
(c) Expiry date of licence _________________________________
(d) Residential address ___________________________________
(e) Telephone No. ______________________________________
(f) Fax No. ____________________________________________
(g) Present remuneration arrangement with principal; (salary,
commission or both).
2. Due diligence (Answer “Yes” or “No” in the space provided. If
“Yes”, attach annexures giving all relevant particulars.)
Since the last application has the applicant—
(a) been suspended from membership of any securities
exchange or otherwise disciplined by a securities
exchange?_______________
(b) been convicted of any offence other than a traffic offence in
Uganda or elsewhere or are there any proceedings now pending
which may lead to such a conviction? ______________________
(c) has judgment, including findings in relation to fraud,
misrepresentation or dishonesty been given against him or her
in any civil proceedings in Uganda or elsewhere? ___________
___________________________________________________
(If “Yes”, using an annexure, give full details, including whether
judgment is unsatisfied.)
(d) been declared bankrupt or compounded with or made an
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 arrangement for the benefit of his or her creditors in Uganda or
elsewhere? _________________________________________
(e) been engaged in the management of any company other than
those referred to in the last application? ____________________
(f) been a director of any company other than those referred to in
the last application? __________________________________
(g) been refused a fidelity or surety bond in Uganda or elsewhere?
___________________________________________________
(h) been the subject of any disciplinary action taken by his or her
firm? _____________________________________________
(i) been disciplined by any professional or other membership body?
_________________________________________________

3. I am aware of the provisions of section 54 of the Act relating to

false statements in applications.
4. I declare that all information given in this application and in the
attached annexure (if any) is true and correct.
Date ___________________________________________________
Signature _______________________________________________
Name of applicant ________________________________________

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 FORM 10
Reg. 56 (2)
THE CAPITAL MARKETS AUTHORITY
NOTICE OF REVOCATION OF LICENCE
To .........................................................................................................

Following the notice of intention to revoke a licence served on you

on the …...........day of…..........., 20…............ and consequently, the
consideration of the presentations you made to the Authority
TAKE NOTICE that the Authority hereby revokes the licence
issued to you on ...................…. day of day of ……. 20…..; licence
No…....................…for the following reasons:―
...............................................................................................................

...............................................................................................................

TAKE FURTHER NOTICE that you are to cease operations as

at………….with immediate effect.

Dated this…………………day of…………………………20…..

......................................... ……………………………
Chief Executive Officer Secretary to the Board

126
 SCHEDULE 2
Reg 3 (2) (i), 9 (f), 11 (2), 16 (b), 49 (c), 54 (4), 55 (1), 57 (1) (c)

CRITERIA FOR ASSESSING A FIT AND PROPER PERSONS

1. Application of fit and proper requirements

(1) These requirements apply to directors or senior managers
of an approved person.

(2) In assessing fitness and propriety, the Authority will take

into account a person‘s―

2. Honesty, integrity and reputation.

This includes an assessment of whether the person has―
(a) been convicted of any criminal offence;
(b) been the subject of any adverse finding or any settlement
in civil proceedings, particularly in connection with
investment or other financial business, misconduct, fraud
or the formation or management of a body corporate;
(c) been the subject of, or interviewed in the course of,
any existing or previous investigation or disciplinary
proceedings, by the Authority, by other regulatory
authorities (including a previous regulator), clearing
houses and securities exchanges, professional bodies,
or government bodies or agencies;
(d) been the subject of any proceedings of a disciplinary or
criminal nature, or has been notified of any potential
proceedings or of any investigation which might lead
to those proceedings;
(e) contravened any of the requirements and standards of
the regulatory system or the equivalent standards or
requirements of other regulatory authorities (including
a previous regulator), clearing houses and commodities
or securities exchanges, professional bodies, or
127
 government bodies or agencies;
(f) been the subject of any justified complaint relating to
regulated activities;
(g) been involved with a company, partnership or other
organisation that has been refused registration,
authorisation, membership or a licence to carry out a
trade, business or profession, or has had that registration,
authorisation, membership or licence revoked,
withdrawn or terminated, or has been expelled by a
regulatory or government body;
(h) as a result of the removal of the relevant licence,
registration or other Authority, the person has been
refused the right to trade, business or profession
requiring a licence registration or other related business.
(i) been a director, partner, or concerned in the management,
of a business that has gone into insolvency, liquidation or
administration while the person has been connected with
that organisation or within one year of that connection;
(j) or any business with which the person has been
involved, has been investigated, disciplined, censured or
suspended or criticized by a regulatory or professional
body, a court or Tribunal whether publicly or privately;
(k) been dismissed, or asked to resign and resigned, from
employment or from a position of trust, fiduciary
appointment or similar;
(l) ever been disqualified from acting as a director or
disqualified from acting in any managerial capacity;
(m) In the past, the person has been candid and truthful in
all his dealings with any regulatory body and whether
the person demonstrates a readiness and willingness
to comply with the requirements and standards of the
regulatory system and with other legal, regulatory and
professional requirements and standards.
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3. Competence and capability.
This includes an assessment of whether the person―
(a) satisfies the relevant training and competence
requirements in relation to the functions they are
required or intend to perform;
(b) has demonstrated by experience and training, ability
to perform the required functions.
Without prejudice to the general effect of subsection (a) and (b) the
above persons shall have knowledge and experience in Finance,
investments, law, corporate governance.
4. Financial soundness.
This includes an assessment of whether―
(a) The person has been the subject of any judgment
debt or award, in Uganda or elsewhere, that remains
outstanding or was not satisfied within a reasonable
period;
(b) in the Uganda or elsewhere, the person has made
any arrangements with his creditors, filed for
bankruptcy, had a bankruptcy petition served on
him, been adjudged bankrupt, been the subject of
bankruptcy restrictions order (including an interim
bankruptcy restriction order offered as a bankruptcy
restrictions undertaking, had assets sequestrated, or
been involved in proceedings relating to any of
these, has gone through a scheme of arrangements,
restructure, liquidation or insolvency proceedings .

129
 SCHEDULE 3
Reg 3(1), 6(1), 8 (d), 32 (2) (a), 11 (1),
19 (2) (a), 23, 28 (1) (d), 30(3)(j)

Item Approval Category Fees (Ugx)

1 Stock broker Licence (a) application fee – 750,000
(b) annual Licensing and renewal fees
– 2,000,000
2 Dealer Licence (a) application fee – 750,000
(b) annual licensing and renewal fees
– 1,000,000
3 Broker / Dealer Licence (a) application fee – 750,000
(b) annual licensing and renewal fees
– 2,500,000
4 Commodities broker (a) application fee – 750,000
Licence
(b) annual licensing fee – 2,000,000
5 Investment advisor (a) application fee – 250,000
Licence
(b) annual licensing and renewal fees
– 1,000,000

6 Fund manager Licence or (a) application fee – 750,000

approval
(b) annual licensing and renewal fees
– 3,700,000
7 Representative licence (a) application fee – 150,000
(b) annual licensing and renewal fees
– 500,000
8 Custodian Licence (a) application fee – 750,000
(b) annual licensing and renewal fees
– 2,000,000

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9 Credit rating agency (a) application fee – 750,000
licence
(b) annual licensing and renewal fees
– 2,000,000
10 Investment house licence (a) application fee – 750,000
(b) annual licensing and renewal fees
– 5,000,000
11 Authorisation for a (a) application fee – 750,000
Registrar (b) annual licensing and renewal fees
– 1,000,000

12 Private equity or Venture (a) registration fee – 750,000

capital fund registration
(b) annual registration fees –
1,000,000

13 Securities exchange (a) application fee – 10,000,000

approval
(b) annual fee –UGX 7,500,000

14 Commodities exchange (a) application fee – 7,000,000

approval
(b) annual fee – UGX 5,000,000
15 Transaction adviser application and approval fee –
approval 2,000,000
16 Underwriter approval application and approval fee –
2,000,000
17 Replacement of licence replacement fee – 50,000

18 Certification of licence Certification fee – 50,000

SAUL SSEREMBA
Chairperson, Capital Markets Authority
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