Company Law (Filing of Company Annual Returns)

Companies registered in Uganda run risk being struck off the Register of Companies for not having filed Annual Returns

Section 132 of the Companies Act, 2012 requires a company incorporated or registered under the laws of Uganda and has share capital to,  at least once every year, file an annual return in accordance with the  Fourth Schedule of the Act. For a company without a share capital, section  133 of the Act requires it to file annual returns with the Registrar of  Companies at least once in every calendar year.

Section 134 of the Act requires annual returns to be completed within forty-two (42) days after the annual general meeting (AGM) of the year. A company that fails to do so within the stipulated time is liable to a default fine of UShs 500,000/= (Uganda  Shillings Five Hundred Thousand).

If, after the expiry of five (5) years, any company has not filed any annual returns, the Registrar shall require the company to file a statement of solvency and show cause why the company should not be struck off the Register of Companies.

This is to inform all our valued clients who have not filed annual returns for a period of five (5) years or more than the Registrar-General of the Uganda Registration Services Bureau has issued a notice for such companies to file a statement of solvency, and show cause why their company should not be struck off the Register within seven  (7) working days from today, February 24, 2020, or, in the alternative, to adhere to the legal provisions by filing all outstanding annual returns.

The implications of the Registrar-General’s notice is to the effect that a company that has not filed annual returns for at least five years, and does not adhere to this alert within seven (7)  days of the notice, shall be struck off the Register of Companies in Uganda and will thereafter cease to exist as a corporate entity in Uganda.

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No information contained in this alert should be construed as legal advice from ALP East Africa or ALP Advocates or the individual authors, nor is it intended to be a substitute for legal counsel on any subject matter.

For additional information in relation to this alert, please contact the following:

Ann Namara Musinguzi –

Judith Maryanne Aboto –