UGANDA: COURT CLARIFIES FOREIGN PARTNERSHIPS REGISTRATION REQUIREMENTS

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In a recent matter*, the Civil Division of the High Court of Uganda has ruled that a foreign partnership (this requirement also extends to local partnerships) that does not use the surnames of its partners must be registered with the Business Names Registry at the Uganda Services Bureau to be able to do business in Uganda and to sue or be sued in its name. 

The Court held that this registration ought to be done in accordance with the Partnership Act, 2010 and the Business Names Registration Act Cap. 109 and that failing to do so could pose a risk of fraud in the said partnership’s transactions and dealings.

We note that business name registration requirements are not onerous and the registration of a partnership in and of itself does not make one a resident for tax purposes.

We believe that this decision is relevant to venture capitalists, private equity funds and any other such entities that operate as partnerships in Uganda as well as their partners, creditors and debtors. 

* Vantage Mezzanine Fund II Partnership v Uganda Registration Services Bureau, Simba Properties Investment Company Limited, Simba Telecom Limited, Linda Properties Limited and Elgon Terrace Hotel Limited Miscellaneous Cause No. 205 of 2021