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That is a crucial step for business growth! Converting a Business Name to a Company in Uganda is handled by the Uganda Registration Services Bureau (URSB) through their Online Business Registration System (OBRS).
While the OBRS system doesn’t have a single “Convert Business Name to Company” button, the practical procedure involves a new company incorporation process where you can utilize the name you already reserved under the business name.
Here is the step-by-step procedure:
Step-by-Step Procedure to Convert to a Company
The conversion essentially involves registering a new company and then formally closing the old business name (or letting it lapse).
Phase 1: Preparation
- Reserve the Company Name:
- Since you already have a Business Name registered, you will need to apply to reserve the same name (or a variation of it, e.g., adding “Limited” or “Ltd”) as a company name on the OBRS platform.
- Log in to your individual account on the OBRS portal (https://obrs.ursb.go.ug/).
- Follow the prompts for Name Reservation for a Company.
- Note: If your existing Business Name is $X$ (e.g., “The Best Shop”), you will likely reserve $X$ Limited or $X$ Ltd.
- Pay the Name Reservation Fee (UGX 35,000, but confirm the current rate).
- Prepare Company Documents:You will need to prepare the required documents for the new company incorporation, which typically include:
- Memorandum and Articles of Association (MEMARTS): You can adopt the standard OBRS template or upload a custom one.
- Particulars of Directors and Secretary (Form CR7/A7): Details of the people managing the new company.
- Statement of Nominal Capital (Form A1): For companies limited by shares, stating the authorized share capital.
- Declaration of Compliance (Form A2/S.18): A statutory declaration confirming compliance with the Companies Act.
- Identification documents: Copies of National IDs (for Ugandans) or Passports/Alien IDs (for non-citizens) for all directors, shareholders, and the secretary.
Phase 2: Company Incorporation on OBRS
- Access Incorporation:
- Log in to your OBRS individual account.
- From the side menu, click “Start” then “Incorporate Company”.
- Select Reserved Name:
- Identify the newly reserved company name from the list of your reservations.
- Click the “Register” or “Incorporate” button next to the reserved name.
- Fill in the Application Forms:
- Follow the system prompts to fill in the mandatory and optional company forms with the required particulars (nature of business, share capital, registered address, directors, shareholders, etc.). The system often auto-fills the name and nature of business from the reservation.
- Statutory Declaration:
- Check the Statutory Declaration checkbox and click “Save and Continue”.
- Download, Sign, and Upload:
- A preview of the application forms will appear. Download or print the forms for signing.
- Have all necessary parties (directors, shareholders) sign the forms as required.
- Upload the signed copies of the forms and all prepared supporting documents (IDs, MAA if custom, etc.).
- Make Payment:
- Select your preferred mode of payment and effect the payment for the Company Registration Fees and Stamp Duty (if applicable). The fee is calculated based on the type and share capital of the company.
- Submit Application:
- Click “Submit Application” to finalize. A tracking number will be issued.
Phase 3: Post-Approval and Business Name Cessation
- Receive Certificate of Incorporation:
- URSB will review the application. Once approved, you will receive an email notification with the Certificate of Incorporation and other registration documents.
- You will also be sent an activation link for the new Company Business Account on OBRS.
- Apply for Tax Identification Number (TIN):
- The new company will need its own TIN from the Uganda Revenue Authority (URA). You can link the URSB process to URA’s system or apply separately.
- Cessation of Business Name:
- Since the Business Name has now been fully transitioned to a Company (which is a separate legal entity), you should file a Notice of Cessation of Business Name (Form BN d or similar on URSB’s Business Name Forms section) to formally notify URSB that the Business Name is no longer operating.
NOTE: For personalized legal assistance and guidance, contact Arnold at arnour08@gmail.com or +256 700 906554 / +256709669443 (WhatsApp)