Partnerships
Formation & Registration of a Partnership
1. What is the legal definition of a partnership under the Partnership Act Cap 110?
o Section 2 of the Partnership Act defines a partnership as a relationship
between two or more persons (not exceeding 20) carrying on business in
common with a view to making a profit.
2. What are the key requirements for registering a partnership under Section 4 of
the Partnership Act?
o Name of the partnership
o Nature of the business
o Names, addresses, and nationalities of partners
o Capital contributions of each partner
o Roles and duties of partners
o Management structure
3. What details must be included when registering a partnership?
o Name of the firm
o Business address
o Names and addresses of partners
o Capital contributions (Section 49 of the Partnership Act)
4. How is capital contribution documented in a partnership agreement?
o Each partner’s contribution must be clearly stated in the partnership
agreement (Section 49 of the Partnership Act). Contributions may be in cash,
property, or services.
5. What are the roles and responsibilities of partners in a general partnership?
o Managing business operations
o Sharing profits and losses
o Acting in good faith towards each other
o Bearing unlimited liability for business debts
6. What is the process of terminating a partnership?
o Termination can happen due to:
Mutual agreement
Death of a partner
Insolvency
Court order
Expiry of a fixed-term partnership
7. How is partnership property managed under Section 22 of the Partnership Act?
o Partnership property is used exclusively for partnership business unless
agreed otherwise.
8. What information about beneficial owners must be provided under Section 53 of
the Partnership Act?
o Full details of beneficial owners, including names, addresses, nationalities,
and percentage of ownership.
Types of Partnerships & Legal Principles
9. What are the different types of partnerships recognized under Ugandan law?
o General Partnership – All partners have unlimited liability.
o Limited Liability Partnership (LLP) – At least one general partner and one
limited liability partner.
o Professional Partnership – Formed for professions (law firms, accounting
firms) and can have up to 50 members.
10. How does a limited liability partnership (LLP) differ from a general
partnership?
In an LLP, limited partners’ liability is restricted to their capital contribution (Section
47(3)).
In a general partnership, partners have unlimited liability.
11. What are the rights and liabilities of limited partners under Section 47(3) of the
Partnership Act?
They contribute capital but do not manage the firm.
They are not personally liable beyond their investment.
12. What was the legal principle established in Dr. Okello N. David v Komakech
Steven (2004) regarding partnerships?
A partnership can exist without a formal agreement if the conduct of the parties
shows they are in business together.
13. What did the court rule in W v Commissioner of Taxes (1969) about pooling
resources in partnerships?
A partnership requires at least two people contributing capital, skills, or labor for a
common goal of making a profit.
2. Business Name Registration
14. What is a business name under Section 1 of the Business Names Registration Act
Cap 105?
A business name is any name or style under which business is carried on.
15. What details must be included when registering a business name under Section 2
of Cap 105?
Business name
Nature of business
Principal place of business
Owner’s full name, nationality, and residence
16. What is the purpose of a statutory declaration in a business name registration
application?
It is a sworn statement verifying the accuracy of the application details.
17. What certificate is issued upon successful business name registration under
Section 12 of Cap 105?
Certificate of Registration.
3. Sole Proprietorship
18. What is a sole proprietorship, and how does it differ from a partnership?
A sole proprietorship is a business owned and operated by one person. Unlike a
partnership, it has no legal distinction between the owner and the business.
19. Can a sole proprietor sue in their business name? Explain the ruling in Kabenge
Advocates v Editor in Chief Red Pepper Publications Ltd (2012).
No. A sole proprietor must sue in their personal name and mention the business
within the plaint.
4. Companies
Formation & Legal Personality
20. What is the legal definition of a company under the Companies Act Cap 106?
An entity formed and registered under the Act.
21. What is the doctrine of separate legal personality as established in Salomon v
Salomon [1897] AC 22?
A company is a distinct legal entity separate from its owners.
22. What are the legal implications of separate legal personality for shareholders?
Limited liability – shareholders are not personally liable for company debts.
Types of Companies
23. What is the difference between a private company and a public company under
Sections 4 and 5 of the Companies Act?
Private company – Restricts share transfers, limits members to 100.
Public company – Can sell shares to the public and must have at least 7 members.
24. What are the key restrictions imposed on private companies?
Cannot offer shares to the public.
25. What is the maximum number of members in a private company?
100 members, excluding employees.
26. What is the liability of members in a company limited by shares vs. a company
limited by guarantee?
Limited by shares – liability is limited to unpaid shares.
Limited by guarantee – liability is limited to a specific amount in case of winding
up.
Company Management & Meetings
27. What is the procedure for calling a statutory meeting under Section 133(1) of the
Companies Act?
A company must hold its first general meeting within one to three months after
incorporation.
28. How much notice is required for a statutory meeting under Section 136 of the
Companies Act?
21 days’ notice.
29. What documents must be filed with the Registrar after a statutory meeting?
Resolutions passed and meeting minutes.
5. Joint Ventures
30. What is a joint venture, and how does it differ from a partnership?
A joint venture is a temporary collaboration for a specific project, while a
partnership is continuous.
31. What are the key elements of a joint venture as highlighted in Intercar (U) Ltd v
Spear Motors HCT-00-CC-MA-0704?
Common purpose
Shared profits/losses
Equal control
6. Trusts in Uganda
33. What is a trust, and how is it legally created in Uganda?
A legal relationship where a trustee holds property for a beneficiary.
34. What are the key responsibilities of a trustee under the Trustees Act Cap 271?
Manage trust property
Act in good faith
Distribute benefits as per the trust deed
What is an NGO under Ugandan law?
An NGO (Non-Governmental Organization) is defined under Section 2 of the Non-
Governmental Organizations Act, 2016 as a legally constituted organization that is private,
voluntary, non-profit, and established for public benefit.
2. What are the key steps in registering an NGO in Uganda?
The process involves the following steps:
1. Reserve the NGO name at the Uganda Registration Services Bureau (URSB).
2. Draft the constitution of the NGO, including its objectives, governance structure,
and financial management.
3. Prepare the necessary documents, including:
o A list of founder members and their details.
o Work plan and budget.
o Source of funding.
4. Submit the application for registration to the National Bureau for NGOs with Form
A.
5. Obtain a Certificate of Registration upon approval.
6. Apply for an operational permit using Form D, as per Regulation 7(1) of the NGO
Regulations, 2017.
7. Comply with monitoring and renewal requirements to maintain the NGO’s legal
status.
3. What documents are required to register an NGO?
Application Form A (Regulation 4 of the NGO Regulations, 2017).
A constitution detailing the objectives, governance, and operations.
A list of founder members (at least two members must sign, per Regulation 4).
Proof of payment of registration fees.
A work plan and sources of funding.
4. Who approves NGO registration?
The National Bureau for Non-Governmental Organizations is responsible for approving
NGO registrations and issuing certificates.
5. How long does the NGO registration process take?
The name reservation at URSB typically takes 1-3 days.
The NGO registration process may take 1-2 months, depending on the completeness
of documents.
6. What is the difference between an NGO and a Company Limited by Guarantee?
An NGO is not-for-profit and requires a permit to operate.
A Company Limited by Guarantee is also non-profit but registered under the
Companies Act and does not need an NGO permit.
