Public Company
Section 5 of the Companies Act, Cap 106, defines a public company as one that does not meet the criteria of a private company under Section 4. At the time of incorporation, a public company must have a minimum of seven shareholders and be classified as a public company from its inception.
Features of Public Companies
No maximum limit on shareholders: Unlike private companies, which may have a cap on shareholders (e.g., 100), public companies have no maximum limit on the number of shareholders. However, Per Section 6, Companies Act Cap 106, it must have at least 7 shareholders at the time of its incorporation.
Free transfer of shares: Shares in a public company can be freely transferred between individuals, offering greater liquidity.
Prospectus required: A public company must issue a prospectus when inviting the public to subscribe to its shares, ensuring transparency and regulatory compliance.
Public invitation to subscribe to shares: Public companies can issue a prospectus to invite the public to invest in their shares, a right not available to private companies.
Minimum of two directors: According to Section 181 Companies Act Cap 106, public companies must have at least two directors, unlike private companies which can operate with only one.
Certificate of trading required to commence business: A public company cannot begin operations immediately after incorporation. It must also obtain a certificate of trading.
Quorum for meetings: Public companies require a quorum of at least three members for official meetings, compared to two for private companies.
Memorandum of Association: The Memorandum must explicitly state that the company is to be a public company. Additionally, the company’s registered name typically ends with "public limited company (plc).
Steps for Converting a Private Company into a Public Company in Uganda
1. Passing a Special Resolution
According to Section 22(1)(a) of the Companies Act Cap 106, the private company must hold a general meeting where a special resolution is passed, agreeing to re-register as a public company.
A special resolution under Section 144 of the Companies Act Cap 106, is a formal decision passed by a company's members requiring a higher threshold of approval than an ordinary resolution. Specifically, it requires at least three-fourths (75%) of the votes cast by eligible members, either in person or by proxy, at a general meeting where proper notice has been given indicating the intention to propose the resolution as a special resolution.
This resolution involves:
Altering the company’s memorandum to state that it is becoming a public company.
Making additional changes to the memorandum to ensure it complies with the requirements for public companies.
Amending the company’s articles of association as needed to align with public company regulations.
2. Preparation of Required Documents
According to Section 22(4) Companies Act, Cap 106 (Also Regulation 7(3) Companies (General) Regulations, 2016, after passing the special resolution, the company must prepare and gather the following documents:
A printed copy of the altered memorandum and articles, reflecting the changes approved in the special resolution.
A written statement from the company’s auditors, confirming that, in their opinion, the company’s balance sheet shows that the net assets exceed the called-up share capital and undistributable reserves.
A copy of the relevant balance sheet, along with an unqualified report from the company’s auditors verifying the balance sheet.
A statutory declaration signed by a director or company secretary, confirming that:
The special resolution has been passed.
The financial conditions outlined in Sections 23 and 24 of the Companies Act Cap 106 have been satisfied.
There has been no change in the company’s financial position since the balance sheet date that would reduce the net assets below the called-up share capital and reserves.
The form of this statutory declaration is specifically provided for under Regulation 7(4) of the Companies (General) Regulations, 2016 as Form 3 in the Schedule.
3. Submitting the Application to the Registrar
The company must submit a formal application for re-registration to the registrar, which includes:
The prescribed application form is provided for under Regulation 7(1) of the Companies (General) Regulations, 2016, as Form 2 in the Schedule signed by a director or the company secretary.
According to Section 22(4) of the Companies Act Cap 106, and Regulation 7(3) of the Companies (General) Regulations, 2016 the following documents together with the applicable fees must be accompanied to the application for re-registration;
Altered Memorandum and Articles of Association.
Company Auditors’ Statement on Net Assets.
Relevant Balance Sheet.
Unqualified Company Auditors’ Report.
Statutory Declaration by a Director or Secretary. (Provided for under Regulation 7(4) of the Companies (General) Regulations, 2016 as Form 3 in the Schedule).
Per Section 22(5) of the Companies Act Cap 106, this application must be submitted within seven months of the date of the balance sheet used in the application process.
4. Completion of Re-registration
Once all documents are submitted and approved, the registrar will issue a certificate of incorporation under Section 25 Companies Act Cap 106, officially transforming the private company into a public company.
NB: Restrictions on Re-registration.
A company cannot apply for re-registration if it has previously been re-registered as an unlimited company.
A company must have at least two members at the time of application (cannot be a single-member company).
As part of the re-registration, the company may choose to change its name by removing the word “company” or “and company,” including any abbreviations of these terms.
Fees
Application for re-registration or conversion of the company from one category to another, the fees payable is Ushs. 55,000/=
Amended of Articles of Association and Memorandum of Association, fees payable is 55,000/=
Registration of any document submitted to the Registrar fees payable is Ushs. 35,000/=
Statutory Declaration, the fees payable is Ushs. 55,000/=
Summary Of Documents Required
Special Resolution
Application for re-registration. Should be accompanied by altered memorandum and articles of association, a written statement from company auditors, and relevant balance sheet.
Statutory Declaration
SPECIAL RESOLUTION
THE REPUBLIC OF UGANDA
IN THE MATTER OF THE COMPANIES ACT, CAP 106
AND
IN THE MATTER OF JACKSHEIL ENTERPRISES LIMITED
SPECIAL RESOLUTION
Following the board meeting held on the 14th day of OCTOBER 2024, at the company headquarters situate at Lira, Barapwo, Law Development Centre, 2nd Floor Faculty of Education, the board members have agreed as follows;
1. That Jacksheil Enterprises Limited, currently a private company limited by shares, be converted into a public company
2. That the name of the company be changed from "Jacksheil Enterprises Limited" to "Jacksheil Enterprises Public Limited Company (PLC)"
3. That the Memorandum and Articles of Association of the company be amended to:
By Order of the Board
. .
Jackson Mazimoto Nantumbwe Beyonce
Directory Secretary
DRAWN AND FILED BY;APPLICATION OF RE-REGISTRATION - COMPANY FORM 2
Reg 7
THE REPUBLIC OF UGANDA
THE COMPANIES ACT CAP 106
APPLICATION FOR RE-REGISTRATION OF A PRIVATE COMPANY
AS A PUBLIC COMPANY
( Under section 22 of the Act)
PART 1 – PARTICULARS OF THE COMPANY
1. Name of company…………………JACKSHEIL ENTERPRISES PUBLIC LIMITED COMPANY…………………………………………………………………………………..
2. Company Registration Number ……………PLC/T90899……………………………………………..……………………..
3. Date of the registration………………14TH OCTOBER 2024……………………………………………………………………………….
PART ii –REGISTRATION
1. The above company applies to be re-registered as a public company by the
Name of JACKSHEIL ENTERPRISES .
2. The following documents have been submitted together with the application
For re-registration;
(a) A special resolution that the company be so-registered:
(b) A printed copy of the memorandum and articles as altered in accordance with the resolution:
(c) A written statement of the company’s auditors in accordance with section 22( 4) (b) of the Act:
(d) A copy of the balance sheet together with an unqualified report of the auditors: and
(e) A statutory declaration as required by section 22 (4) (d) (i) and (ii) of the Act
PART 111 –STATEMENT OF COMPLIANCE
I JACKSON MAZIMOTO confirm that this application together with the supporting documents comply with the requirements of the act for re-registration of a private company as a public company.
Signature Date 15TH/10/2024 .
STATUTORY DECLARATION - FORM 3
Reg 7(4)
THE REPUBLIC OF UGANDA
THE COMPANIES ACT, CAP 106
DECLARATION OF COMPLIANCE WITH THE REQUIREMENTS FOR RE-REGISTRATION OF A PRIVATE COMPANY AS A PUBLIC COMPANY
(Under section 22 (4) (d) of the Act)
Name of Company:…………………...JACKSHEIL ENTERPRISES PUBLIC LIMITED COMPANY………………………………………..………………………………………
Presented by:……………JACKSON MAZIMOTO…… …. (insert name of director or secretary)
I,………………………JACKSON MAZIMOTO…………………………………………………..
(insert name of director or secretary) of......NAKASERO........................... (insert address)
Do solemnly and sincerely declare that:
1. I am..............DIRECTOR...................................................... (director/ secretary) of.............JACKSHEIL ENTERPRISES PUBLIC LIMITED COMPANY.................................................................... , Limited.
2. That the special resolution required for re-registration of the company as a public company has been passed.
3. That the conditions specified in sections 23 and 24 so far as applicable, have been satisfied.
4. That between the date of the balance sheet and that of the application for re-registration, there has been no change in the company’s financial position that has resulted in the amount of its net assets becoming less than the aggregate called up-share capital and un-distributable reserves.
5. That all the requirements of the Companies Act, in respect of re-registration of as a public company and incidental thereto have been complied with.
6. That I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, Cap 24.
Declared at……NAKASERO……..…….. this…14TH…day of…OCTOBER……………the year ……2024………
Declared before me by:
.
Name Signature
.
COMMISSIONER FOR OATHS/REGISTRAR OF COURT/ MAGISTRATE