FIRM A1 GROUP MEMBERS

PART A

1 KABANDA PAUL RICHARD

2 NABAASA ALLON

3 MWESIGWA KASULE GIDEON

4 NAMBI DIANA

5 ADONG JOSEPHINE (CL)

6 UWIMANA SHARON

7 BARIGYE VITAH

8 LOKWII TOM CHOUDRY

9 KAKEREWE AISHA NAMULIGI

1 KIJJAMBU FRANK
0

PART B
1 ALUM ESTHER MELLISA

2 ENGOLA EDWARD (LT)

3 TUMWEBAZE ASIIMWE

4 NAMAZZI AMINAH

5 NANTALE KAUTHAR SERUWAGI

6 MUNYANGA GERALD

7 SOKIRI MOSES

8 NALUBWAMA FATUMA (FLP)

9 KANGUME KATE KICONCO ELIZABETH

1 MUGYENYI SHANE
0
PART C
1 JAGEN DERICK URIBKER

2 MADIBO JULIUS NANGAI

(FLP)
3 KAYENDEKE MARTHA

4 KIJJE FAIZAL

5 KANKUNDA HOPE

6 MAKAKA VESTAR

7 NABIMANYA BENON

8 TWINAMASIKO DENIS

9 KEBIRUNGI SCOVIA

1 ARACH JEROME
0

PART D

1 RUKUNDO SUSAN (CL)

2 SIMINYU PRINCESS YAULA

3 NYINOMUNTU ANNET

4 OCHOLA TONNY

5 MUKWAYA AMBROSE

6 MAYANJA GEORGINA MARGARET

7 NALUBWAMA AFUWA

8 APIO STELLA MARIS

9 NABAGEREKA SHANITA
PART A, FIRM A 1, GROUP ONE.
BRIEF FACTS.
Juma Mukuto has been engaged in the sale of plumbing materials since 2009
when he dropped out of school, due to high costs he got his friend Jameson
Nkutu to share rent space with him and contribute to expenses since he was
selling cement and undercoat. However they did not formalize anything and the
agreement was verbal, the signage outside their shop reads Building Needs
Enterprizes . Jameson and Juma have now decided to deal in building materials
and will raise UGX 350,000,000 for the business. Juma wants to bring in his
mother Prophetess Nambi Ggulu to join in the business, however her contribution
will be her accountancy skills, prayers for the business and old pick up which can
be used to ferry materials for the business. She is warrying of business risk and
asked to be protected so that Juma and Jameson bear the risk alone. Jameson
and Juma have come up with the name Holy Spirit Revival Enterprise, Juma is
considering dealing in military style boots similar to those of the UPDF soldiers
because he is sure the builders will like them. They would like to formalize their
business.

ISSUES

1. How to formalize instructions.

2. What missing information is required to enable us execute our instructions.
3. What is the nature of the business relationship between them tracing it
from the time Juma started running the business.
4. What are the potential breaches committed thus far.
5. What challenges are they likely to encounter in registering the business.
 6. What are the likely legal and business challenges you envisage considering
the business entity they have opted for and their unique circumstances as
in the facts
7. What are the necessary Statutory forms required for registration if the
business.
8. What is the most appropriate agreement to bind their relations.
9. What are the necessary licenses to lawfully carry on the business.

LAW APPLICABLE
The Partnership Act Cap 110
The Business Names Registration Act Cap 105
The Trade (Licensing) Act Cap 79
The Advocates Act Cap 295
The Advocates (Professional Conduct) Regulations.
The Tax Procedure Code Act Cap 343
The Uganda Peoples’ Defense Force Act

RESOLUTION OF THE ISSUES.

1. How to formalize instructions.

Regulation 2 (i) of the Advocates (Professional Conduct) Regulations provides
that an advocate can only act on behalf of the client with instructions. Such
instructions given to an advocate are formalized through an engagement letter.

FIRM A1 & CO. ADVOCATES

KAGUGUBE BUILDING
P.O.BOX 578,
KAMPALA
18th January 2025.
Juma Mukuto
Building Needs Enterprises
7th Street, Industrial Area
Kampala
Dear Sir,
RE: ENGAGEMENT LETTER
We write to formally confirm and accept the instructions issued during our recent
discussions at our offices regarding the formalization of your proposed business,
Holy Spirit Revival Enterprises.
During our meeting, we discussed the nature of your business plans and the steps
necessary to formalize the partnership between yourself, Mr. Jameson Nkutu, and
Prophetess Nambi Ggulu. You provided us with clear instructions to:

1. Advise on the most appropriate legal structure for the business, ensuring
simplicity and efficiency.
2. Draft and prepare all required documents, including a partnership deed or
agreements to reflect the contributions, profit-sharing arrangements, and
risk allocation.
 3. Register the business name, Holy Spirit Revival Enterprises, with the
relevant authorities.
4. Ensure provisions are included to limit Prophetess Ggulu’s liability,
protecting her from business risks.

We have considered your instructions and now formally accept to undertake the
work at a service fee of 5 million shillings as our legal fees.
We shall proceed with the necessary steps and keep you updated on the
progress.
Should we require additional information or clarification, we shall contact you
promptly. Please feel free to reach out to us with any further instructions or
queries.
We shall observe our duties as advocates on confidentiality not to disclose any
information unless with the consent of the client.
We look forward to completing this assignment in line with your expectations.
Yours faithfully.

…………………………………
FIRM A1 & CO. ADVOCATES

……………………………… , …………………………….., ……………………………

JUMA MUKUTO (CLIENT), JAMESON NKUTU (CLIENT), NAMBI GGULU
(CLIENT)

2. What missing information is required to enable us execute our

instructions.

Regulation 12 of the Advocates (Professional conduct) Regulations provides for

due diligence at the time of taking up instructions.
 FIRM A1 & CO. ADVOCATES
KAGUGUBE BUILDING
P.O.BOX 578,
KAMPALA
18th January 2025.
Juma Mukuto
Building Needs Enterprises
7th Street, Industrial Area
Kampala
Dear Sir,

RE: CLIENTELE INTERVIEW.

We have considered that our firm has conducted a clientele interview and
extracted more information to help in establishing their desired business vehicle.
Below is the information that was missing, it makes it fit into the facts of a limited
liability partnership, Ggulu being the member with liability limited to her
contribution only.
Key Details for Formalizing the LLP:

1. Profit-Sharing Ratio:
Juma Mukuto: 40%
Jameson Nkutu: 40%
Prophetess Nambi Ggulu: 20% Prophetess Ggulu’s share reflects her non-
monetary contributions (accounting skills, prayers, and the use of her pickup
truck) as agreed by the partners.

2. Capital Contributions:
Juma Mukuto: UGX 175,000,000 (50% of the total capital).
Jameson Nkutu: UGX 175,000,000 (50% of the total capital).
Prophetess Ggulu: No direct monetary contribution. Instead:
Use of her pickup truck (valued at UGX 15,000,000).
Provision of accountancy skills and services valued at UGX 5,000,000 annually
(non-cash capital contribution).
Prayers and spiritual intercession (non-quantifiable but essential).

3. Management and Decision-Making Roles:

Juma Mukuto: Responsible for overseeing plumbing materials and overall
business management.
Jameson Nkutu: Handles the sale of building materials, cement, and paint.
Prophetess Nambi Ggulu: Provides financial oversight, accounting, and strategic
advice.
Major decisions (e.g., new investments, loans, or changes to the LLP structure)
require unanimous consent from all partners.

4. Liability Arrangements:
Prophetess Ggulu’s liability is limited to the non-monetary contributions she has
made (pickup truck and services).
Juma and Jameson will bear financial liability for debts incurred by the LLP but
only up to their agreed capital contributions, as per LLP laws.
An indemnity clause will shield Prophetess Ggulu from risks related to monetary
losses or legal claims against the business.

5. Duration of the Partnership:

The LLP is intended to operate indefinitely, subject to periodic review every 5
years.

6. Exit and Admission of Partners:

Exit: If a partner wishes to leave, they must provide 6 months’ written notice.
Their share will be valued based on the business’s audited accounts, and the
remaining partners will have the first right to purchase the exiting partner’s share.
Admission: New partners can only be admitted with unanimous consent and must
contribute either financially or through agreed non-monetary services.

7. Dispute Resolution Mechanisms:

Mediation shall be the first mode of dispute resolution in case of any.

8. Duties and Obligations of Partners:

Juma: Daily management of plumbing materials and customer relations.
Jameson: Procurement and sales of construction materials.
Ggulu: Maintenance of financial records, prayer sessions for business success, and
oversight of budgetary allocations.
All partners are obligated to act in good faith and in the best interest of the LLP.

9. Ownership of Assets:
Presumed by the law

10. Banking Arrangements:

A joint bank account will be opened under the name “Holy Spirit Revival
Enterprises LLP.”
Signatories: Juma Mukuto, Jameson Nkutu, and Prophetess Ggulu. Two signatures
will be required for transactions exceeding UGX 10,000,000.

11. Compliance with Regulations: Also, general but partners can put rules on how
to manage their property.
12. Partnership Dissolution: this is generally presumed by the law and you may
not need to write it, on how dissolution can be done.
…………………………………
FIRM A1 & CO. ADVOCATES

3. What is the nature of the business relationship between them tracing it

from the time Juma started running the business.

Sole proprietorship
In the case of National Drug Authority Vs John Chris Bakiza T/A Kabyesiza & Co.
Advocates Civil Suit no 34 of 2008, court laid down the difference between sole
proprietorship and partnership by saying, “under Section 1of the Business Names
Registration Act, “business name’ means style or name under which any business
is carried on whether partnership or sole proprietorship. That under partnership,
two or more individuals register a firm to carry on business for a profit, in
otherward, a sole individual cannot register a firm, or share profits with any other
for they work alone in their business”.
Basing on our facts, Juma was the only one running his business in plumbing
materials and used to cater for all costs in his business. This shows that Juma was
running his business as a sole, individual.
General Partnership
Section 2 of the Partnership Act Cap 110, defines partnership as a relationship
between two or more people coming in common with a view of making profits. In
National Drug Authority Vs John Chris (Supra), court further noted that the
definition of partnership presupposes that a partnership can only subsist when
two or more people come together with a view to profit in business.
From the facts above, we can see Jameson Nkutu joining Juma to share expenses.
This was a form of becoming partners.
In the case of Dr. Okello. N. David Vs Komakech Stephen HCT 02 2004, court
noted that there are instances when partnership is observed from Conducts of
the parties, from our facts above, we can see a signage outside their shop reading
“Building needs enterprise” and also expanding their business and raising capital
together of 35,000,000. All this shows that Juma and Jameson, had become
partners in business.
Limited Liability Partnership
Under Section 47 of the Partnership Act Cap 110, members to a firm are allowed
to form a limited liability partnership. Sub section (3) continues that under such
limited liability partnerships, there will always be a member with a stated
contribution and will not be liable when it comes to debts more than he or she
has invested in. From the above facts, we see Nambi Ggulu, showing interest to
join Juma and Jameson’s business however, she asks to be protected from risk
failures of business. Also, we see her contributing her accounting skills and her
pick up, as her contribution to the business. All this indicate limited Liability
Partnership
In conclusion, Sole Proprietorship, General Partnership and Limited Liability
Partnership are the Business vehicles that can be applied to the parties.
 4. What are the potential breaches committed thus far.

Unauthorised sale or wearing of uniforms of the Uganda Peoples Defence

Force;
Section 161(2) of the Uganda Peoples Defence Force Act provides for
unauthorised sale or wearing of uniforms, etc.

1. Any person who, without authority—

(a) sells, offers or exposes for sale or wears or uses any uniform
supplied, to or authorised for use by, any member of the Defence
Forces

(b) manufactures, sells, offers or exposes for sale, wears or uses any
uniform so nearly resembling the uniform referred to in paragraph
(a) of this subsection, as to be likely to deceive
Thus, according to the facts the business is dealing in selling of military style
safety shoes which are almost similar to that of UPDF which breaches the law.
Non registration of the business
Section 2 of the Business Names Registration Act states that Firms and persons
to be registered.
(1) Subject to this Act—
(a) every firm having a place of business in Uganda and carrying on business
under a business name which does not consist of the true surnames of all
partners who are individuals and the corporate names of all partners who
are corporations without any addition other than the true Christian names
of individual partners or initials of such Christian names;

(b) every individual having a place of business in Uganda and carrying on

business under a business name which does not consist of a true surname
without any addition other than his or her true Christian names or the
initials thereof;

Section 4 of the Partnership Act provides for Mandatory registration

(1) A firm carrying on business in Uganda under a business name which does not
consist of the true surnames of all partners who are individuals and the corporate
names of all partners which are corporations without any addition other than the
true first names of individual partners or initials of the first names; and the
corporate names of all partners which are corporations, shall register its name
under the Business Names Registration Act.

2. Where any persons operate a business as a partnership in contravention of

subsection (1), every party to the business commits an offence and is liable
on conviction, to a fine not exceeding twenty currency points and to an
 additional fine not exceeding five currency points for each day for which
the offence continues after the expiration of fourteen days.

However, according to the facts, Jameson and Juma have been running this
business without registering it which amounts to breach of the law.
No trading license
Section 8 of the Trade Licensing Act prohibits trading without a trading license
states;-
That no person shall trade in any goods or carry on any business specified in the
Schedule to this Act unless he or she is in possession of a trading license granted
to him or her for that purpose under this Act.

Thus, this business is being ran without a trading license leading to the breach of
the law.
Misleading business name
Section 15 of the Business Names Registration Act provides for Misleading
business names.

1. Where any business name under which the business of a firm or individual
is carried on contains any word which, in the opinion of the registrar, is
calculated to lead to the belief that the business is under the ownership or
control of persons who are Commonwealth citizens, and the registrar is
satisfied that the nationality of the persons by whom the business is wholly
or mainly owned or controlled is at any time such that the name is
misleading, the registrar shall refuse to register the business name or, as
the case may be, remove the business name from the register; but any
person aggrieved by a decision of the registrar under this provision may
appeal to the Minister whose decision shall be final
 In conclusion, therefore, the business name used by them is a
misleading business name which breaches the aforementioned law.

5. What are the challenges to be encountered in registering the business.

Rejection of the businesses name.

Juma and Jameson came up with the name Holy Spirit Revival Enterprises which
can considered misleading in the opinion of the Registrar General the under the
meaning of Section 15 of the Business Names Registration Act.
Selling of Military style safety boots.
Juma also thinks that the business can deal in selling of military style safety shoes
which are almost similar with the UPDF boots. This can be considered camouflage
in the meaning of Section 160(2) (c) of the Uganda People’s Defense Act. It
provides that any person who unlawfully receives, possesses, sells or delivers any
arms, clothing, equipment, vehicle, aircraft, or boat bearing any mark referred to
in subsection (1) or forbidden by or under this Act to be sold, pledged or
otherwise disposed of, commits an offence and is ,on conviction, liable to
imprisonment for life. Hence, Juma’s idea would be considered illegal as to the
UPDF Act.

6. What challenges are we likely to envisage considering a Limited Liability

Partnership?

Communication and Decision Making: A silent partner like Ggulu may face a
challenge in staying informed about the business’s operations and participating
effectively in decision making due to her limited involvement in the partnership
affairs.
Profit Sharing: With the partners of varying background and levels of
involvement, there may be differing expectations regarding profit sharing and this
could lead to conflicts.
Exit Strategies: If a partner wants to leave the LLP, exist methods like buying out a
partner, could be difficult especially if there is no pre-agreed valuation method
and this because an existing partner aims at earning the highest possible
monetary at the expense of the surviving partners.
Regulatory Compliance: When a partnership is registered, like any regulated
registered business, they must comply with the regulations of Uganda which keep
changing with time yet compliance calls for a regulation track trend which is
difficult.
Limited liability partnerships stand on the existence of at least two members and
in the instance case if some of the intended members leave, the partnership may
need to be dissolved.
There is a challenge of raising additional capital in limited liability partnerships
due to the limited liability protection. This may discourage intending investors or
member to raise more capital on account that their capital is secure only to a
limited extent.
The formation of LLP requires formal registration and its associated traits like
filling tax returns which might seem costly to the intended members

7. What are the necessary statutory forms to register the most appropriate
business for them.

1.By Registering a business name and also signing a partnership deed.

Sect 49 of the Partnership Act cap 110.

The application for a business name is supported by a statutory declaration

verifying contents in the application.
APPLICATION FOR REGISTRATION OF BUSSINESS NAME

Business Name Registration Form

The Business Name Registration Act

In filling up the application forms for registration, attention is drawn to the

provisions of sections 1,3,4 and 5 of the Business Registration Act

Statement of particulars required to be given pursuant to the Business Names

Registration Act, in the case of Corporation

1. Business Name

 Holy Spirit Revival Enterprises

2. Nature of Business

 Sale of building materials (including construction materials, plumbing

materials, wiring materials, paint, and military-style safety shoes).

3. Business Location

 7th Street, Industrial Area, Kampala

4. Type of Business Structure

 Partnership

5. Declaration

 I hereby declare that the information provided is true to the best of my

knowledge.

Signed Signatures of Partners

 1. Juma Mukuto …………………………………………………….

2. Jameson Nkutu ………………………………………………………

3. Prophetess Nambi Ggulu ……………………………………………………

Dated this 19th day of January 2025.

FORM 6

STATEMENT FOR REGISTR ATION OF LIMITED LIABILITY PARTNERSHIP,

( Under sections 48 and 50 of the partnership Act , 2010 and regulation 9 of the
partnership regulations, 2016 )

Part I

Name and Nature of business

1. Business Name

 Holy Spirit Revival Enterprises

2. Nature of Business

 Sale of building materials (including construction materials, plumbing

materials, wiring materials, paint, and military-style safety shoes).
 Part II

3. Business Location

 7th Street, Industrial Area, Kampala

4. Type of Business Structure

 Partnership

5. Names of Partners

 Juma Mukuto
o Contribution: UGX 350,000,000
o Role: Active Partner (Plumbing and management of the business)
 Jameson Nkutu
o Contribution: UGX 350,000,000
o Role: Active Partner (Selling cement and undercoat materials)
 Prophetess Nambi Ggulu
o Contribution: Non-financial (Accountancy skills, prayers, and old
pickup truck for transport)
o Role: Passive Partner (Accountant and intercessor, not responsible
for business liabilities due to risk concerns)

Part III

6. Liability of the partners is limited

Part IV Contribution of partners.

Name of Partner Form of Contribution Monetary value of

contribution ( Ugs )
Cash 350,000,000 Ugx
 1. Juma Mukuto
 Cash 350,000,000
 2. Jameson
Nkutu

Professional skill
 3. Prophetess
Nambi Ggulu

Dated this 19th January 2025

Juma Mukuto ……………………….

Name of Partner. Signature

Jameson Nkutu ………………………………….

Partner Signature

Nambi Ggulu ……………………………

8. What is the most appropriate business agreement to bind their relations.

THE REPUBLIC OF UGANDA

IN THE MATTER OF THE PARTNERSHIP ACT, CAP 110
AND
IN THE MATTER CONTRACTS ACT, CAP 106

PARTNERSHIP DEED
THIS DEED OF PARTNERSHIP is made this 19th day of January 2025 by and among;
1. JUMA MUKUTO
2. JAMES NKUTU
3. NAMBI GGULU

Of P.O Box 77 Kampala, hereinafter collectively referred to as “The Partners.”

WHEREAS the partners are committed to working together with one common
goal of making profits;
NOW IT IS AGREED as follows;

1.PARTNERSHIP
The partners hereby form a partnership, which shall be governed by the
Partnership Act, the Rules, and Regulations for Passing the Bar course 2023 and
the terms and conditions hereunder agreed upon.
2.NAME AND ADDRESS OF THE PARTNERSHIP
a. The name of the Partnership shall be “HOLY SPIRIT REVIVAL ENTERPRISES”
hereinafter referred to as “the Firm”
b. The principal place of the partnership business shall be at LDC PLAZA, P.O Box
1177 Kampala or any other designated place may from time to time be agreed
upon by the partners from time to time.

3.NATURE OF THE BUSINESS

a. The business of the firm shall be building materials including construction,
plumbing, paint and wiring materials.

4.COMENCEMENT AND DURATION

a. The Partnership shall commence on the 21 st day of JANUARY 2025 and shall
subsist until there is a joint decision for dissolution by the partners.

5. CAPITAL OF THE BUSINESS: The Capital of business shall be UGX

350,000,000 of which the partners have contributed in equal some.

6.VISION
The vision of the firm be the best selling business for construction materials,
starting within 5 years from the commencement date.

7.MISSION
The mission of the firm is to maximize profits through selling construction
materials.
8.STRATEGIC PLAN
The strategic plan of the firm is;
i) Supply good quality construction materials.
ii)Team work and proper management of the firm business and funds.

9.VALUES
The core values of the firm shall consist of the following;
a) Integrity;
b) Excellence;
c)Team work;
d)Professionalism and;
e) Respect.

10.DUTIES AND OBLIGATIONS OF PARTNERS

Every partner shall have the following duties and obligations;

a. Working collectively to enable smooth running of the firm’s business.

Financial management. All partners are responsible for managing the business
and ensuring that the business remains profitable.
c)Showing utmost good faith in carrying on the business of the firm.
d)Operations oversight; each partner has a duty to manage the day-day
operations of the firm.
e) Not engaging in any business which conflicts or competes with that of the firm.
f) Customer service; all partners have a duty to establish and maintain good
relationships with customers.
g) Risk management; all partners have a duty to identify potential risks and
putting measures in place to mitigate them such as insurance, and applying health
and safety measures.

11.RIGHTS OF PARTNERS
Every partner shall have the following rights;

a. Right to vote on any issue subject to deliberation by the firm;

b. Right to notice of all firm activities;

c)Right to actively participate in the firm’s business and;

d)Right to a fair hearing in case of a dispute or complaint involving a partner.

12.PROHIBITED BEHAIVOUR
No partner shall engage in any of the following behavior;

a. CONFLICT OF INTEREST; partners should void situations where personal

interests conflict with the firm’s interests.
b. Financial mismanagement; all partners should avoid engaging in fraudulent
behaviors.
c. Negligence in operations; all partners should maintain the quality of their
service, storage and delivery of construction materials to clients.
d. Bribery / Corruption; all partners should avoid offering or accepting bribes
from clients, suppliers or government officials to secure favorable deals or
contracts because it is illegal.
e. Violation of legal regulations; all partners should avoid engaging in illegal
activities.
f. b) Use of vulgar, demeaning and disrespectful language towards any
partner

g) Any other conduct likely to cause disrepute, ridicule or hatred towards the firm.
13.MANAGEMENT
a) Partners do appoint Juma Mukuto as the manager of the firm/partnership. But,
all partners shall have equal rights of management of the partnership business.

14.CONTRIBUTIONS AND PARTNERSHIP PROPERTY.

a) Any partner shall make a contribution to the firm
b) Without prejudice to Paragraph (a) above, a partner may contribute property
for use by the firm save that such property shall revert back to the partner upon
dissolution of the partnership.

15.NOTICES
Notice of any firm activity shall be made by posting such notice in the WhatsApp
group named “HOLY SPIRIT REVIVAL ENTERPRISES GROUP”.
b) Any notice of a firm activity shall be made at least one (01) day to the
happening of the activity except in cases involving urgency.
c)Without prejudice to Paragraph (a) above, notice may be made by any other
means deemed adequate and efficient by the partners.

16.DISPUTE RESOLUTION
In the event that any dispute arises between or among the partners, such a
dispute shall be referred to arbitration within the firm before it is referred to any
other forum for relief.

17.DISSOLUTION OF THE PARTNERSHIP

a) This partnership shall dissolve upon the mutual decision of the partners of the
firm.
b) Without prejudice to paragraph (a) above, the partnership shall be dissolved
between a partner and the other partners;
i)Upon death, bankruptcy or insanity of such a partner;
ii)Upon expulsion of such a partner from the Law Development Centre and;
iii)Upon voluntary discontinuance from the bar course by that partner.

18. AMENDMENT.
a) This agreement shall not be amended save by a majority vote of at least two
third of the partners,
b) Notice of any amendment made under paragraph (a) above shall be made by
delivering copies of the amendment to all partners for the time being.
The books of accounts shall be kept open and audited.

IN WITNESS WHEREOF the parties have signed this deed on the date
aforementioned;
SIGNED by the said:

Signature
1. JUMA MUKUTO
……………………………………………………………………...
2. JAMES NKUTU
………………………………………………………………………
3. NAMBI GGULU
……………………………………………………………………….
All in the presence of;
……………………………………………………………..…….
ASSISTANT ACADEMIC REGISTRAR

DRAWNED AND FILED BY;

M/S Firm A1 Advocates
Law Development Center Kampala
Kagugube, Kampala Building Room 11 2nd Floor.

10. What are the necessary required licenses to lawfully carry on the
business.

Obtaining a Trading license from the local authority where the business will
operate. The Trade (licensing) Act cap 79 under Section 8 is to the effect that a
license is required in any trading premises whether by retail or whole sale. It
follows that the Partnership in our facts, as a trading premise warrants a trade
license. Section 9 of the same act provides that the licensing authority is the
Town Clerk of the respective council. In Kampala, the capital city, the Kampala
Capital City Authority (KCCA) is in charge of issuance of the trading licenses.
Section 11 of the same act permits the Kampala Capital City Authority to issue a
trading license upon payment.
Partnership registration. Section 4 of the Partnership Act, Cap 110 provides for
mandatory registration and is to the effect that firm carrying on business in
Uganda under a business name which does not consist of the true surnames of all
partners who are individuals and the corporate names of all partners which the
corporations without any addition other than the true first names of the
individual partners or initials of the first names; and the corporate names of all
partners which are corporations, shall register its name under the Business
Names Registration Act.
Application for Tax Identification Number (TIN): It follows that the Partnership
Business in our instant facts warrants a TIN. Under Section 5 of the Tax
Procedures Code Act 343 provides for the for the Tax Identification number,
Subsection (1) is to the effect that, upon registration, the Commissioner shall
issue to every person registered a Tax Identification Number, TIN. Subsection (2)
also provides that the Commissioner shall issue one TIN to each person
registered. Subsection (3) is to the effect that the TIN issued by the Commissioner
shall be used for tax purposes under all tax laws Trading License.

(FIRM A1, GROUP 2)

PART B

Issues Arising

1. What is the most appropriate business entity that GGULU can set up?

2. What roles would CONRAD and KIRABO play in the business?

3. What additional information is necessary to execute the instructions?

Law applicable

1. The Companies Act Cap 106

2. The Companies (Single Member) Regulations, 2016

3. Business Name Registration Act Cap 105

4. Case Law

Issue 1: What is the most appropriate business entity that Jackson can set up?

The most appropriate business is a single member company.

A Single Member Company (SMC) is regulated by the Companies (Single Member) Regulations
2016. It is defined as a company incorporated under this act with one person: - whether natural
or corporate. It is a private company limited by shares or by guarantee which is incorporated
with one member or whose membership is reduced to one person under Regulation 3 of the
Companies (Single Member) Regulations 2016.

Section 3(1) of the Companies Act Cap 106 states that any one or more persons may
incorporate a company, with or without registration limited liability, by filling in the particulars
contained in the registration form in Schedule 2 of this Act.

Regulation 4 of the Companies (Single Member) Regulations 2016 provides for the mode of
forming a single member company. As a first step, the persons desiring to form a SMC must
reserve a name with the registrar of companies, within the Directorate of Business Registration
at the Uganda Registration Services Bureau (URSB) and submit to the registrar a duly filled form
for registration of a company specified in the second schedule to the Act.

The registration form may be submitted in hard copy or electronic form. Every form for the
registration of a single member company shall be accompanied by the prescribed fees.

Every single member must add the initials “SMC LTD” or the words Single Member Company
Limited at the end of its name. Regulation 5 of the Companies (Single Member) Regulations
2016 provides that the Memorandum and Articles of Association must be in the form set out in
Table B of the Second Schedule to the Act.

They must be submitted with the forms for registration to the Registrar as provided under
Regulation 7 of the Companies (Single Member) Regulations 2016.

These forms are found at the URSB website or offices which include, Form 18, Form 20, Form
s.18, Form A1. The Memorandum and Articles of Association must state the objectives, share
capital and other details in regard to shares of the company. The requisite fees must be paid in
the bank before filing these documents and it’s upon this that the Registrar then issues a
Certificate of Incorporation.

In the case of Michael Oscar Kayemba v James Mulwana and 3 others (1999), Court stated
that once a company is formed and registered, it acquires a separate legal entity from its
members and also perpetual succession in a way that the company continues to exist despite
the change in its membership even death does not affect the legal existence of the company.

Issue 2: What roles would Pastor Conrad and Kirabo play in the business?
Regulation 6 of the Companies (Single Member) Regulations 2016 provides that a person
registering a single member company shall at the time of incorporation file with the registrar
the particulars of a nominee director and alternate nominee director in form 1 set out in the
second schedule. (2) Further provides that a nominee director or alternate nominee director
shall be an individual not being the secretary of the company or member of the company.

Regulation 3 defines a nominee director as an individual nominated by a single member

company to act as director in case of the death of the single member. It also defines an
alternate nominee director as an individual nominated by a single member as nominee director
in case of non-availability of a nominee director.

Section 182(2) of the Companies Act Cap 106 and Regulation 11(2) of the Companies (Single
Member) Regulations 2016 provide that the nominee director shall — (a) manage the affairs of
the company in ease of death of the single member until the transfer of shares to the personal
representative of the single member; (b) notify the registrar of the death of the single member,
provide particulars of the personal representative and in ease of any impediment, report the
circumstances to the registrar for a directive in Form 5 in the Second Schedule within fifteen
days of the death of the single member; 1507 (c) transfer the shares to the personal
representative of the single member; and (d) call the general meeting of the member to elect
directors.

The Alternate nominee director performs the same role as the nominee director after assuming
the role of a nominee director.

Issue 3: What additional information is necessary to execute the instructions?

The following is the additional information we shall need from Jackson to execute the
instructions;

a) The particulars of Conrad, Kirabo, and Ggulu. Jackson should disclose his full names,
occupation, age and physical address as this information is required when it comes to
registration of the single member company and also as per Reg 6 of The Companies (single
member) Regulations: second schedule form 1; the notice of nomination of nominee director
and alternate nominee director.

We shall also need the particulars of the nominee director and alternate nominee director:
Conrad and Kirabo

b) Proposed name of the single member company

Since we shall need to form a single member company, we shall need Jackson to provide us
with a name for the company we are to start.

c) Nature of the business.

Specify on what Ggulu will be dealing in.

d) Location and address of the business

e) Nominal capital contribution

f) Objectives of the company.

g) Names and particulars of beneficial owners

h) The management structure of the business

i) Capital requirement of the business

FIRM A1, GROUP 3

ISSUE 1.
WHAT MISSING INFORMATION IS NEEDED TO EXECUTE YOUR INSTRUCTIONS?
According to Regulation 2 of the Advocates (Professional Conduct) Regulations calls for due
diligence at the time of taking up instructions.

a. Name and registered office of the intended entity.

According to Section 6(1)(a) of the Companies Act Cap 106 provides for a mandatory
requirement for the name of the company be provided for before the commencement of the
company, with a company limited (as the last the word of the name in the case of the company
limited by shares or by guarantee. Section 6(1) (b) of the Company’s Act therefore provides
that the registered office of the company is to be situated in Uganda.
Therefore, in the facts Juma and Jameson have a name for their intended business hence upon
registration a word Limited be added to it and further the company should be situated in
Uganda much as one of the Jameson is a Zambian citizen.

b. Nature and category of the intended entity.

In order to form a registered company, the promoter has to form either a limited or an
unlimited company. Section 6 (2) of the Companies Act cap 106, provides that every
memorandum of the company limited by shares or by guarantee must also state that the
liability of the members is limited. Section 3(6)(a) of the Companies Act Cap 106 states that a
company limited by shares is a company having the liability of its members limited by the
memorandum of the amount, if any, unpaid on the shares respectively held by them in this act.
Therefore this is necessary since Juma and Jameson wish to have such and entity that will not
expose them to liability other than their initial investment if it fails.

c. Capital contribution.

According to Section 6(4) (a) of the Companies Act Cap 106, the memorandum of association
requires that a company having a share capital must state the amount of share capital with
which the company is to be registered and that such capital is divisible into shares of a fixed
amount.
In line with the facts it’s necessary to know the exact amount of share capital with which the
company proposes to register the company.
There is need to make a valuation of the contribution which will help in ascertaining the
allotment of shares of each member.

d. Capital sharing and its divisions

According to Section 6(4) (a) of the Companies Act Cap 106, the memorandum of association
requires that a company having a share capital must state the amount of share capital with
which the company is to be registered and that such capital is divisible into shares of a fixed
amount.
Section 6(4) (b) and (c) of the Companies Act Cap 106, provides that incase a company having
share capital the subscriber of the memorandum may not take less than one share and each
subscriber shall write opposite his or her name the number of shares he or she takes. It’s
therefore important to know how many shares each subscriber will take since it is only Jackson
making contributions to the business as this will help to prevent future conflicts.

e. Management of the entity.

There is a form that is filled out and it is referred to as Form 1. A statement signed by
subscribers of the Memorandum of Association setting out the names of the subscribers and
the secretary of the company and containing the information in respects thereof or thereto
required to be contained in respect of directors and secretaries together with the consent of
those people who have consented to act in those capacities must be sent to the registrar of
companies on incorporation.
Accordingly, in our facts it’s not ascertained who will be the managing director whether Juma or
Jameson and what is the decision making of the company it’s important to ascertain as to how
the intended business entity will be managed and who will be in charge and the extent of their
power.

f. Details of the intending director

According to section 193 (1) of the Companies Act Cap 106, It provides that a person who is to
his or her knowledge proposed to be a pointed as the director of the company at the time
before he/she attains the age of 18years shall give notice of his/her age to the company. Failure
shall therefore amount to an offence. This will be important when they have proposed the
directors.
Therefore Juma and Jameson should share more of their details especially since Jameson is a
Zambian who has never acquired Uganda Citizenship.

ISSUE 2

WHAT IS THE MOST APPROPRIATE BUSINESS ENTITY FOR JUMA AND JAMESON TO SET UP?

The most appropriate business entity to start up is a private company limited by shares.

Section 3(6)(a)of the companies Act cap 106 defines a company limited by shares as one
having the ability of its members limited by the memorandum, to the amount, if any, unpaid
on the shares respectively held by them in this Act referred to as ‘’a company limited by
shares’’

Section 4 of the companies Act cap 106 provides for the definition of a private company to
mean a company which by its articles restricts the rights to transfer its shares and other
securities, limits the number of its members to one hundred , and prohibits any invitation to
the public to subscribe for any shares or debentures of the company.
In salmon v salmon & co.Ltd, court observed that a company is a separate and distinct legal
personality from natural persons.

Also the case of sheik Ali ssenyonga & 7 others v kakooza & 6 others supreme court(civil
Appeal No.9 of 1990), it was held that Uganda Muslim supreme council was a private company
since its membership was exclusively confined to those eligible by religious criteria and not by
the purchase of shares offered to the public.

The following are the reasons as to why a private company limited by shares would be the most
appropriate business entity for Juma and Jackson.

a. When the company is winding up, they do not attach private property of the
shareholders but rather liability accrues to the extent of the unpaid shares as stipulated
under section 3(6)(a) of the companies Act cap 106.
b. It restricts transfer of shares as stipulated under section 4(1) (a) of the companies Act
cap 106.
c. The minimum number of directors is one as provided under section 181 of the
companies Act cap 106.
d. The business commences as soon as acquiring the certificate of registration.

Issue 3; What are the necessary documents necessary to set up the entity?
Under Section 2 of the company Act, it is that the effect that any one or more persons may
incorporate accompany with or without liability by filing in the particulars contained in the
Registration form under schedule 2.
Form for Registration of a company. section 18
Memorandum and Articles of Association.
Notice of Beneficial owner Particulars Regulations 3 (2)
Notification of Appointment of Directors and secretary of a company. Regulations 26(3)
Company Form A 1. Statement of Nominal Capital.

Form for Registration of a Company

 IN THE MATTER OF THE REPUBLIC OF UGANDA.

IN THE MATTER OF THE COMPANIES ACT CAP 106.

(FORM FOR REGISTRATION OF A COMPANY)

Name of the Company:

Holy Spirit Revival Enterprises

Type of Company:
Company Limited by Shares

Principal Business Activity:

(Nature of the Business)

Registered Office Address:

(Insert Physical Address)

Details of Subscribers to the Memorandum of Association:

Name Nationality Address Shares Held

Juma [Surname] Ugandan [Insert Address] (Number of shares)
[Jameson] Ugandan [Insert Address] (Number of shares)
[Business Entity Part A Task 2] Ugandan [Insert Entity Address] (Number of shares)

Memorandum and Articles of Association (section 17 of the Company Act)

IN THE MATTER OF THE REPUBLIC OF UGANDA.

IN THE MATTER OF THE COMPANIES ACT CAP 106.

MEMORANDUM OF ASSOCIATION

1. Company Name:
Holy Spirit Revival Enterprises
2. Registered Office:
The registered office of the company is situated in Uganda.
3. Object Clause:
The objects for which the company is established include but are not limited to:
a. Building/hardware materials.
b. Dealers in military style safety shoes and UPDF boots.
c. Other lawful business ventures
4. Liability Clause:
The liability of the members is limited.
5. Share Capital:
The share capital of the company is (indicate the amount of money) divided into
(indicate the number of money) ordinary shares of UGX (indicate the number of
shares) each.
6. Subscriber Details:
a. Juma [Surname] – (insert number of shares)
b. [Entity from Part A Task 2] - (insert number of shares)
c. [Jameson] - (insert number of shares)

ARTICLES OF ASSOCIATION

1. Directors and Management:

a. [Juma] shall be the Managing Director with overall authority over the company.
b. [Jameson] shall be a director and shall assist Jackson in managing the business,
but Jackson will retain overall control.
2. Control Through Part A Task 2 Entity:
a. The entity from Part A Task 2 shall hold 40% of the shares in the company,
allowing it to have significant influence in decision-making.
b. This ensures that Juma maintains control of the business through his control of
this entity.
3. Shares and Voting Rights:
a. Each ordinary share carries one vote.
b. Juma & Jameson shall have the majority voting rights through his direct and
indirect (via the entity from Part A Task 2) shareholding.
4. Protection of Minority Shareholders:
a. The minority shareholders, including (insert names), shall have rights to
dividends and profits but limited voting power.
b. The business will not expose their personal assets to business liabilities as the
liability is limited.
5. Succession Planning and Restrictions on Transfer of Shares:
 a. Shares held by family members, including (Insert Names), cannot be transferred
without Jackson's consent.
6. Director’s Authority:
a. Juma shall retain overall control of key business decisions, and Jameson shall
only exercise authority delegated to her.

Notice of Beneficial Owner Particulars (Regulation 3(2))

IN THE MATTER OF THE REPUBLIC OF UGANDA.

IN THE MATTER OF THE COMPANIES ACT CAP 106

[NOTICE OF BENEFICIAL OWNER PARTICULARS]

Name of the Company:

Holy Spirit Revival Enterprise

Beneficial Owner Details:

1. Full Name:
Juma [Surname]
2. Nationality:
Ugandan
3. Residential Address:
[Insert Address]
4. Shareholding Interest:
Juma & Jameson holds 50% of the shares directly and controls the entity set up under
Part A Task 2, which holds 40% of the shares. His total beneficial ownership interest is
90%.
5. Minor Beneficial Owner:

Full Name:
[insert Names]
 Shareholding Interest:
5% (50,000 shares)

6. Spouse Beneficial Owner:

Full Name:
[insert Names]

Shareholding Interest:
5% (50,000 shares)

This notification is made under Regulation 3(2) of the Companies (Beneficial Ownership)
Regulations, 2019.

Notification of Appointment of Directors and Secretary (Regulation 26(3))

IN THE MATTER OF THE REPUBLIC OF UGANDA.

IN THE MATTER OF THE COMPANIES ACT CAP 106

[NOTIFICATION OF APPOINTMENT OF DIRECTORS AND SECRETARY]

Company Name:
Holy Spirit Revival Enterprises

Company Number:
[Insert Number]

Details of Directors Appointed:

Name Nationality Address Role

Juma [Surname] Ugandan [Insert Address] Managing Director
[Jameson] Ugandan [Insert Address] Director

Company Secretary:
 Name Nationality Address Role
[Insert Secretary’s Name] Ugandan [Insert Address] Company Secretary

Dated: [Insert Date]

Signed: Jackson [Surname]
Managing Director

Company Form A1 – Statement of Nominal Capital

IN THE MATTER OF THE REPUBLIC OF UGANDA.

IN THE MATTER OF THE COMPANIES ACT CAP 106

(COMPANY FORM A1 – STATEMENT OF NOMINAL CAPITAL)

Company Name:
Jax Holdings Limited

Statement of Nominal Capital:

 Total Nominal Capital: UGX 1,000,000

 Number of Shares: 1,000,000
 Value of Each Share: UGX 1

Shareholder Shares Held Value Per Share Total Value

(Indicate (Insert Number of
Juma [Surname] UGX (Amount)
Amount) shares)
Entity from Part A Task (Indicate (Insert Number of
UGX (Amount)
2 Amount) shares)
(Indicate (Insert Number of
[Jameson] UGX (Amount)
Amount) shares)

Total nominal capital issued is UGX (Indicate Amount)

Dated: [Insert Date]
Signed: Juma [Surname]
Managing Director

Issue 4. Ensure that your fees get paid

With reference to regulation 2 of the Companies (Fees) Regulations, 2024, its stated that the fees
specified in the schedule shall be paid in respect of the matters they relate to under the Companies
Act cap 106 and the regulations made under the act.

The required fees with regards to setting up the private limited liability company as stated in the
schedule are as follows:

Reservation Fees for a name of the company which are an amount of 35000/=

Fees for registration of a company whose nominal share capital exceeds 5,000,000/= an amount of
1.5% of the nominal share capital.

Fee for registration of any notice of appointment or change of directors and secretary which is
35000/=

The fee for the certification of any company document on the register a fee of 3500/=

The fee for any other application filed under the act in regards to registering and setting up a
private company limited by shares of 55000/=

 The Advocates (Remuneration and Taxation of costs) (Amendment) Regulations,2018

provides for the various fees paid to advocates as remuneration for the work done on
behalf of the client.
 With regards to registration of a new company, the fees are stated in the Third schedule
of the regulations
Issue 5. What are the necessary documents to call the necessary meetings?

 Every company that is limited by shares shall within a period of not less than a month
and not more than 3 months from the date of business commencement hold a meeting
referred to as a statutory meeting as per Section 133 of the Companies Act Cap 106.
However, with reference to subsection 11, this section does not apply to a private
company unless it was a private company before becoming a public company.
 Section 134(2) of the Companies act cap 106, a private company at the requisition of a
member may hold an annual general meeting and upon default to conduct, with
reference to section 134(4) a member can make an application to the registrar who may
call or direct for the calling of a general meeting of the company. Section 134(6) state
that the general meeting directed by the registrar can be referred to as the annual
general meeting of the year but where it is not held in the year in which the default in
holding the company’s annual general meeting occurred, the meeting shall not be
treated as so unless the company resolves that it’s the annual general meeting that it
shall be treated as such.
 Every meeting shall be called by notice by at least 21 days in writing. The notice shall
specify the place, day, time of meeting and in case of a special business to specify the
general nature of the business. In the case of Industrial Coffee Growers (U) ltd v Tamale
HIGH Court Civil Case No. 215 of 1963, it was held that it is well settled that a meeting
of directors is not duly convened unless due notice has been given to all the directors
and any business that is transacted at a meeting not duly convened is invalid.
  However, the accidental omission to give notice or the non-receipt of notice by any
person entitled to receive the notice shall not invalidate the proceedings of the meeting
as per Article 50 of Table A of the Companies Act Cap 106.
 Section 137, as well clearly states that the notice for a meeting shall be served on every
member of the company in a manner in which notices are required to be served by table
A in schedule 2. Further, in a private company two people personally present are
sufficient to make quorum.

GOD IS ABLE ENTERPRISES LIMITED

19TH JANUARY 2025

STATUTORY NOTICE OF THE GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 1st Company’s General Meeting of the shareholders of God is
able Enterprises Limited will convene and held on the 10th day of February 2025 at the
Company’s offices located at 7th Street Industrial area Kampala at 8:00 am.

AGENDA

Ordinary business

To allot shares to company subscribers

To issue share certificates

To open Company’s Bank Accounts

To appoint Company employees

To vote Company procedures

Thank you for your time and hard work,

Please arrive at the meeting on the 5th day of November 2024, 10 minutes before the assembly
begins.
 Yours sincerely
…………………..
Company secretary

Issue 6. What are the necessary documents for post set up of the business?

NOTICE OF SITUATION OF THE REGISTERED OFFICE AND THE REGISTERED POSTAL ADDRESS
OR OF ANY CHANGE THEREIN (Under section 112 of the Act Cap 106).

Section 112 (1) Companies Act Cap 106 Notice of the situation of the registered office
and the registered postal address, and of any change in them shall be given within
fourteen days after the date of incorporation of the company or of the change as the
case may be, to the registrar, who shall record the change.
2. RETURN OF ALLOTMENT OF SHARES (Under section 59 of the Act Cap 106
Section 59 of Company Act Cap 106 provides that whenever a private company limited
by shares and having a share capital makes any allotment of its shares, the company
shall, within sixty days thereafter, deliver to the registrar for registration.

THE REPUBLIC OF UGANDA

THE COMPANIES ACT RETURN OF ALLOTMENT OF SHARES
(Under Section 61(1)a of the Act)
To be delivered to the Registrar of Companies within sixty days after the allotment is made.
PARTICULARS OF COMPANY

1. Name of Company
2. Presented by

PERIOD OF RETURN

1. From the ……………. day of……………the year………….

2. To the day…………. day of ………….the year …………

PARTICULARS OF ALLOTMENT
 1. Number of the shares allotted payable in cash ……………
2. Nominal amount of the shares so allotted ……………………
3. Amount paid or due and payable on each share ………….
4. Number of shares allotted for consideration other than cash …………
5. Amount to be treated as paid on each such share …………………….
6. The consideration for which such shares have been allotted is as follows

……………………………………
……………………………………
……………………………………

NAME, ADDRESS AND PARTICULARS OF ALLOTMENT

Names Address No. of shares allotted Amount Amount Details of
non-cash
paid Unpaid
consideration

SHARE CAPITAL OF THE COMPANY

Particulars of Ordi Pr Othe
shares nary ef r
er
en
ce
No. of shares
Amount paid
Amount
unpaid
Total
nominal
 value
Rights
attaching to
shares

Signed ………………………….
(Director / secretary)

Dated this………………… day of ………………… the year……………….

Annual returns

Section 128 of the Companies Act Cap 106 provides that a company having a share capital shall,
at least once every year, make a return containing with respect to the registered office of the
company, registers of members and debentures indebtedness, past and present members of
the company.

Section 130 of the Companies Act Cap 106 provides that annual returns must be filed within 42
days after the annual general meeting.

Section 130(2) of the Companies Act Cap 106 provides for a liability of 25 currency points on
every member of the company default of the filing the annual returns. Part 1 of Schedule 3 of
the Companies Act provides for contents of annual returns which include but not limited to;

. Form of Annual Returns

GOVERNMENT OF UGANDA

FORM OF ANNUAL RETURN

OF A COMPANY HAVING

A SHARECAPITAL

Third Schedule

Part 11

(section 132)

Annual return of God is able Enterprises Limited, made up to the ………….of ………, 2025, (being
the fourteenth day after the date of the annual general meeting for the year 20__).
1. Address. (Seventh Street Industrial area Kampala).

2. Situation of registers of members and debenture holders.

(a) (Address of place at which the registrar of members is kept, if other than the registered
office of the company)

(b) (Address of any place in Uganda other than the registered office of the company at which is
kept any register of holders of debentures of the company or any duplicate of that register or
part of the register which is kept outside Uganda)

3. Summary of share capital and debentures.

(a) Nominal share capital.

Nominal share capital Shs. ______ divided into:

(Insert number and class)

--------- shares of ----- each

______shares of _____each

Signed ………………………………………………. Director

Signed …………………………………………………. Director

NOTIFICATION OF APPOINTMENT OF DIRECTOR AND SECRETARY OF COMPANY

Company Form 20
Reg 26(2)
THE REPUBLIC OF UGANDA
THE COMPANIES ACT
NOTIFICATION OF APPOINTMENT OF DIRECTOR AND SECRETARY OF COMPANY
(Under section 192(4) of the Company Act).
Name of Company: GOD IS ABLE ENTEPRISES LIMITED
Presented by:

TO: THE REGISTRAR OF COMPANIES.

 TAKE NOTE that the person/ persons whose particulars are provided below has/ have been
appointed as director/ directors/secretary of the above-named company with effect from
the………… day of…………………… the year…….………

a. PARTICULARS OF DIRECTORS –INDIVIDUALS

Names (First Date of BirthAddress Nationality Occupation Other

Name and surname)
Directorships

JUMA MUKUTO 19.07.1970 P. O. Box ZAMBIAN

152, BUSINESSMAN
Kampala GOD IS ABLE ENTERPRISE
LIMITED

JAMESON NKUTU14.02.1976 P. O. Box UGANDAN

152, BUSINESSMAN
Kampala GOD IS ABLE ENTERPRISE
LIMITED

PARTICULARS OF CORPORATE DIRECTORS

Corporate Name Registered or principal office Postal address

b. PARTICULARS OF THE PERSON (S) WHO IS SECRETARY PARTICULARS OF INDIVIDUAL

SECRETARY

Names (first and surnames Residential and postal address

*State any former first and surnames

PARTICULARS OF CORPORATE SECRETARY

Corporate Name Registered office

Dated the ………day of…… ……………… the year …2025

CONFIRMATION OF OFFICIAL CONTACT INFORMATION

WE, JUMA AND JAMESON OF GOD IS ABLE ENTEPRISES LIMITED Hereby confirm that the
contact details below shall form the official contact information.

Contact Type Contact Information

Phone Number 0759413788/ 0765654789
Email Address [email protected]

Signed…………………………….
Director /Secretary
Note; Please note that any change in the above information will attract fees payable for an
application to the registrar.
Dated this day of 2025

STATEMENT OF NOMINAL CAPITAL

Form No. Al
GOVERNMENT OF UGANDA (Stamp)
STATEMENT OF NOMINAL CAPITAL
In the Matter of the Stamps Act and in the Matter of GOD IS ABLE ENTEPRISES LIMITED
WE, JUMA MUKUTO AND JAMESON NKUTU OF GOD IS ABLE ENTEPRISES LIMITED hereby state
as follows
1. That we are directors of GOD IS ABLE ENTEPRISES LIMITED
2. That the nominal share capital of the said GOD IS ABLE ENTEPRISES LIMITED is UGX.
2,050,000,000 (Shillings) ....... . ..... .... .... ...... ........... .. . . . ........... . . . divided as follows:

Shares of Shs ....... ....1,025,000,000....... . .. ........... .. . ....... JUMA

Shares of Shs. ...... . ...1,025,000,000...... .... .................JAMESON

Dated at. .. .............. this . . . . . . . . . . . ........ . .. day of ............ .......... ........ 20 ...............
Witness
Signature ........... . .. . ..... .... . .. ... ... .......· Full name ........ . ........... .... ...... . . . . ..
Address ................................. Occupation. ....... ........................ ..,,

STATUTORY DECLARATION
We, Juma Mukuto and Jameson Nkutu,
DO SOLEMNLY AND SINCERELY declare that the particulars hereon are true and correct AND We
make this solemn declaration conscientiously believing the same to be true and by virtue of the
Oaths Act.
DECLARED at Kampala in this Kampala District of Uganda this 15th day of October 2023

BEFORE ME: …………………………………………………..

Magistrate/Commissioner for Oath

FIRM A1, GROUP 4

PART D (1)
Brief Facts;

Juma and Jameson want to help poor vulnerable children through Ggulu’s SMC.

They want to form an entity that has legal personality and makes its own decisions.

They are ready to guarantee an amount of money each in the event of winding and the entity
can’t meet its obligations.

They intend for this entity to initially run their donations until it is able to generate its own
revenue through other donations and other lawful means.

They intend for it to be a non-profit.

Law applicable;
The Companies Act 2012

The Non-Governmental Organization Act 2016

The Uganda Registration Service Bureau Act Cap 210

The Income Tax Act Cap 340

Issues Arising;

1. Whether Juma and Jameson’s interests can be met through Ggulu’s SMC?
2. Whether there is an entity that can be formed that fulfills the obligations Juma and
Jameson are desirous of?

Resolution of issues;

ISSUE 1: Whether Juma and Jameson’s interests can be met through Ggulu’s SMC?

The most appropriate entity to form would be a company limited by guarantee. However, the
facts show that they are interested in forming this entity through Ggulu’s Single Member
Company. This would not be possible since Ggulu’s Company was established with the objective
of making profits and yet Juma and Jameson intend establish a non-profit organization.

ISSUE 2: Whether there is an entity that can be formed that fulfills the obligations Juma
and Jameson are desirous of?

Juma and Jameson want to form an entity to help poor vulnerable children from Kyasampata,
Busunju. In Wakiso District and they do not intend to earn any profit, this would be a non-profit
organization.

In addition, they would like this non-profit to be a separate entity with its own legal existence.
According to Salomon v Salomon & Co. Ltd [1897], the concept of separate legal personality
was established with companies, thus Juma and Jameson can incorporate a company.
 Furthermore, the two intend to guarantee to pay an amount of money agreed to prior its
formation, in the instance that entity does not fulfill its obligations.

 This type of company is provided for under Section 3(6) of the Companies Act Cap 106
which states that a company can have their liability limited by its members through the
memorandum where they undertake to contribute to the company upon winding up and
this is called a company limited by guarantee.
 It allows for non-profit operations without the distribution of profits to any of its
members.

According to the facts, they intend to use this company limited by guarantee for purposes of
charity and do not intend to make any profits from it.

 Registration of the entity and obtain a certificate of incorporation.

 The certificate of incorporation is then used to apply through the National Bureau for
Non-Governmental Organizations under the N.G.O Act as provided in Section 29 on
application and issuance of a permit. Under Sub Section 1 prohibits any organization
incorporated under the Companies Act to operate without a valid permit.
 Sub Section 5 states that the application should specify what operations the non-profit
shall undertake; the areas where these operations will take place; the structure of
organizational staff; the organization’s headquarters; the geographic coverage of the
organization and where it applies, when the previous permit expired.
 Section 27 of the Non- Governmental Organization Act provides for the necessary
requirements to register the N.G.O.

PART D (2)

ISSUE 1: What information is necessary to set up a non-governmental organization?

Resolution

Section 27 of the Non-Governmental Organisations Act, Cap.109, which provides for

Registration of organization with Bureau, subsection (1) connotes that; any person or group of
persons incorporated as an organization shall register with the Bureau. Subsection 2 provides that
an application made under subsection (2) shall be accompanied by evidence of statements made
in the application as the Minister may prescribe by regulations; a certificate of incorporation; a
copy of the organization’s constitution; and evidence of payment of the prescribed fee.
Basing on section 27 and 29 of the Non-Governmental Organisations Act and Regulation 3 and 4
of the Non-Government Organization Regulations we can derive the necessary information to set
up an NGO.

The information required to execute these instructions includes;

i. Whether the donor company is registered and if so its certificate of incorporation

ii. Exact amount to be donated to the NGO
iii. Whether there is a Special resolution for establishment for the decision taken by the
company to agreeing the establishment of the NGO
iv. Ngo name – this is to determine in registration of the NGO in case it’s not registered in so
the different names suggested.
v. Directors who are going to manage the entity
vi. The exact location of the entity to be set up
vii. Postal address of the entity
viii. Objections

PART D(3)

The necessary documents to set up a non-governmental organization are;

THE REPUBLIC OF UGANDA

THE COMPANIES ACT, CAP 106

PRIVATE COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE

CAPITAL

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION
 OF

GOD IS ABLE ENTERPRISES LIMITED

INCORPORATED THIS ………………ON DAY OF…..……. 2025

DRAWN & FILED BY:-

M/S FIRM A1,

LDC KAMPALA CAMPUS-JAN INTAKE

KAGUGUBE ROAD
 THE REPUBLIC OF UGANDA

THE COMPANIES ACT CAP 106

PRIVATE COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE

CAPITAL

MEMORANDUM OF ASSOCIATION

OF

GOD IS ABLE ENTERPRISES LIMITED

1. The name of the Company is GOD IS ABLE ENTERPRISES LIMITED

2. The registered office of the Company will be situated in Uganda.
3. The objects for which the Company is established are: -

a. To carry on the business of provision school text books, exercise books, pens, pencils and
other scholastic materials for school children.
b. To carry on the business of provision of free farm and livestock produce to the schools,
childcare centers and children’s homes in Kyasampata, Busujju, Wakiso District.
c. To carry on the business of provision of body, footwear to schools, childcare centers and
children’s homes in kyasampata, Wakiso District
d. To carry on the business of provision of Counselling services, career guidance and life
skills mentorship to children and teenagers in the village of Kyasampata, Wakiso District.
e. To carry on the business of teacher education colleges, children’s homes and
establishment of special needs education schools in Kyasampata, Wakiso District.
f. To carry on the business of training and provision of financial literacy education services
to women groups, women based saccos in Kyasampata, Wakiso District.
g. To carry out business of provision of food, shelter and basic health services to the poor
vulnerable children in Kyasampata,
 h. To carry on all other activities that are incidental to and ancillary to the attainment of the
company objectives.

4. The liability of the members is limited.

5. The nominal share capital of the company is two billion five million Uganda Shillings
(205000000) divided into one hundred (100) shares of two million fifty thousand
Shillings (2050000) each. The company shall have the power to decrease or increase the
capital or consolidate the shares, to divide the share in the original or any increased
capital into several classes.
6. Every member of the company undertakes to contribute to the assets of the company if it
is being wound up while he or she is a member, or within one (1) year afterwards, for
payment of the debts and liabilities of the company contracted before he or she ceases to
be a member, and the costs, charges and expenses of winding up, and for adjustment of
the rights of the contributories among themselves, such amount as may be required, but
not exceeding ten thousand (2000 000) two million Uganda shillings
7. Upon the winding up of the company, any remaining assets of will be transferred to a
similar, non-profit or charitable organisation.

WE, the several persons whose names and addresses are subscribed, desire to be formed into a
company under this memorandum of association

NAMES, POSTAL PERCENTAGE OF SIGNATURE OF

ADDRESS SHARES TAKEN BY
SUBSCRIBERS
EACH SUBSCRIBER
AND OCCUPATION
OF

SUBSCRIBERS

JUMA MUKOTO 50

C/O P.O.BOX 3025

KAMPALA

JAMESON NKUTU 50

C/O P.O BOX 3025

KAMPALA
Dated at Kampala this..............day of............................. 2025.

WITNESS TO THE ABOVE SIGNATURES

Signature............................................

Names in Full....................................

Address.............................................

THE REPUBLIC OF UGANDA

THE COMPANIES ACT CAP 106

PRIVATE COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE

CAPITAL

MEMORANDUM OF ASSOCIATION

OF

GOD IS ABLE ENTERPRISES LIMITED

PART A

The Company is a PRIVATE COMPANY and accordingly: -

 a. The right to transfer shares is restricted in the manner hereinafter prescribed.

b. The number of members of the company (exclusive of persons who are in the
employment and have continued to be members of the company) is limited to fifty
provided that where two or more persons hold one or more shares in the company jointly,
they shall for the purpose of these Articles be treated as a single member.

PRELIMINARY

1. The regulations contained in Table “A” of the first schedule to the Companies Act, shall
apply to the company in so far as they are applicable to a Private Company subject to the
modifications special provisions herein contained.

2. In these Articles if not inconsistent with the objects of the company the words standing in
the first column for the following table shall bear the meaning set opposite them
respectively in the second column.

Word Meaning

The Act This Companies Act Cap 106

The Statute the Companies Act and every other act for the time being in force affecting the
company.

These Articles These Articles of Association as originally formed or as from time to time altered
by special resolutions.

The Office: the Registered office for the time being of the company
Paid Paid or credited as paid

The Register The register of members of the company required to be kept by section 112 of the
Act.

The Seal The common seal of the company

The Secretary Any person appointed to perform the duties of the Secretary of the Company

Save as aforesaid any words or expressions defined in the statutes shall bear the same meaning in
the Articles.

3. Any branch or kind of business which the company is either expressly or by implication
authorized to undertake may be undertaken by the Directors at such a time as they shall
think fit and further may be suffered by them to be in abeyance whether such branch or
kind of business may have been actually fit or expedient not to commence or proceed
with such branch or kind of business.

4. The office shall be at such places in Uganda, as the Directors shall from time to time
appoint.

TRANSFER AND TRANSMISSION OF SHARES

5. Any party to this agreement proposing to transfer any shares shall give notice in writing
to the other parties. The transfer notice shall specify the number of shares the transferor
proposes to transfer. The initial parties of this agreement shall have priority over any
party to purchase such shares.
6. Subject to such of the restrictions of these articles as may be applicable any member may
transfer all or any of his shares by instrument in writing in any usual or common form or
any other form which the Directors may approve. When transferring shares, priority
should be given to the existing shareholders.

7. The Directors may decline to register the transfer of a share not being fully paid share to
a person of whom they shall not approve and may also decline to register the transfer of a
share on which the company has a lien. The directors will also be empowered to cancel
any share or shares of any person and refund that person the value of the shares. The
directors will not be required to give any reason for their action.

8. The directors may also decline to authorize any instruction transfer unless:
a. A fee such as the directors may from time to time require is paid to the company in
respect thereof;

b. The instrument of transfer is accompanied by the certificate of the share, which it relates
and such other evidence as the directors may reasonably require to show the right of the
transfer or to make the transfer.

c. The transfer is first given to the initial shareholders of the company an option to purchase
the shares in respect of which the transfer is made.

9. If the directors refuse to register the transfer, they shall within two months after the date
on which the transfer was lodged with the company send to the transferee notice of the
refusal.

10. The registration of transfers may be suspended and the register closed at such times and
for such periods as the directors may from time to time determine provided always that
such registration shall not be suspended forever.
 11. The company shall be entitled to charge a fee on the registration of a transfer or of any
probate, Letters of Administration, Certificate of death or marriage, power of attorney,
notice in lieu of distrain as or other instrument affecting the title to any share.

12. In the case of death of a member or survivor or survivors if the deceased was joint holder
and the legal personal representatives of the deceased where he was a sole holder shall be
the only person recognized by the company as having any title to his interest in the share
but nothing herein contained shall release the estate of a deceased joint holder from any
liability in respect of any share which has been jointly held by the holder or other
persons.

13. The company may by ordinary resolution convert any paid-up shares into stock and
reconvert any stock into paid up shares of any denomination.

14. The holders of stock may transfer the same or any part thereof in the same manner and
subject to the same regulations and subject to which the shares from which the stock
arose might previous to conversion have been transferred or are near thereto as
circumstances admit and the Directors may from time to time fix the minimum shall not
exceed the nominal amount of the shares from which the stock arose.

15. The holders of stock shall according to the amount of stock held by them have the same
rights, privileges and advantages as regards dividends, voting at meetings or the company
and other matters as if they held the shares from which the stock arose but not such
privileges or advantage (except participation in the dividends and profits of the company
and the assets on a winding up) shall be conferred by an amount of stock which would
not existing in shares have conferred at privilege or advantage.

16. Such of the articles of the company as are applicable to paid-up share shall apply to stock
and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

INCREASE OF CAPITAL
 17. The company may from time to time by ordinary resolution increase the share capital by
sum to be divided into shares of such amount, as the resolution shall prescribe.

18. The company may by ordinary resolution before the issue of any new share determine
that the same or any of them shall be offered in the first instance and either at par or at
premium to all the existing holders of any class of shares in proportion as nearly as may
be to the capital held by them respectively or make any other provisions as to the issue of
the new shares; but in default of any such determination or so far as the same shall not
extend the new shares may be dealt with as if they formed part of the shares in the
original capital.

19. Except so far as otherwise provided by the conditions of issue or by these articles any
capital raised by the creation of new shares shall be considered part of the original capital
shall be subject to the provisions herein contained with reference to the payment of calls
and installments, transfer and transmission, forfeiture lieu surrender and otherwise, unless
otherwise provided in accordance with those articles, the new shares shall be ordinary
shares.

ALTERATION OF CAPITAL

20. The company may from time to time by ordinary resolutions:-

a. Consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares; or

b. Subdivide its shares or any of them into shares of smaller amounts that is fixed by
Memorandum of Association subject nevertheless to the provisions of section 63 (I) (d)
of the Act and so that their resolution whereby any shares are subdivided may determine
that as between the resulting shares one or other of such shares may be given any
 preference of advantage as regards divided capital, voting or otherwise over the others or
any other of such shares; or

c. Cancel shares, which at the date of the passing of the resolution have not been taken or
agreed to be taken by any person and diminish the amount of the share capital by the
amount of the shares, so cancelled.

GENERAL MEETINGS

21. The company shall in each year hold a general meeting as its annual general meeting in
addition to any other meeting in that year and shall specify they meeting in addition to
any other meeting in that year and shall specify the meeting as such in the notice calling
it and more than fifteen months shall elapse between the date of one annual general
meeting within eighteen months of its incorporation in the need not hold it in the year of
its incorporation in the following year. The Annual General Meeting shall be held at
such time and place, as the directors shall appoint.

22. The company may by special resolution reduce its share capital and capital redemption
reserve fund or any premium account in any manner and with subject to any indecent
authorized and consent by law.

23. All general meetings other than annual meetings shall be called extraordinary general
meeting.

24. The directors may whenever they think fit, convene an extra-ordinary general meeting
and extra general meetings shall also be convened on such requisitions as provided by
section 132 of the Act. If at any time there are not within Uganda sufficient directors
capable of acting to form a quorum any director or any two members of the company
may convene an extraordinary general meeting in the same manner or as nearly as
possible as that in which meetings may be convened by the directors.
 25. The company shall comply with the provisions of section 140 of the Act as to giving
notice of resolution and circulating statements of the requisition of member.

NOTICE OF GENERAL MEETING

26. A general meeting shall be called by 21 days’ notice in writing at the least. The notice
shall be exclusive of the day on which it is served or deemed to be served and notices
from the company and to the auditors provided that a meeting of the company shall not
withstanding that it is called by shorter notice than specified in this article be deemed to
have been duly called if it is so agreed.

a. In the case of a meeting called as the annual general meeting by all the members entitled
to attend and vote thereat;

b. In the case of any other meeting by a majority in number having a right to attend and vote
the meeting being a majority together holding not less than 95 percent in nominal value
of the shares giving that right.

PROCEEDINGS AT GENERAL MEETING

27. All business shall be deemed special which is transacted at an extraordinary general
meeting also all business which is transacted at an annual general meeting with the
exception of declaring a dividend, the consideration of the accounts balance sheets and
the reports of the directors, and auditors, the election of directors in place of those retiring
and the appointment and the fixing of the remuneration of the auditors.

28. Unless a poll be so demanded a declaration by the chairman of the meeting that a
resolution has on a show of hands been carried or carried unanimously or by a particular
majority or lost an entry to that effect in the book containing the minutes of proceedings
of the company shall be conclusive evidence of the facts without proof of the number of
proportions of the votes recorded in favor of or against such resolution.
 29. In the case of an equality of votes whether by a show of hands or on a poll the chairman
of the meeting at which the show of hands takes place or at which the poll is demanded
shall be entitled to second or casting vote.

30. A printed copy of every special resolution and other resolution or agreements mentioned
in section 143 of the Act shall be sent to the Registrar of Companies as provided by that
section.

VOTES OF MEMBERS

31. Subject to any rights or restrictions for the time being attached to any class or shares on a
show of hands every member present in person shall have one vote and one poll, every
member shall vote according to the number of shares he has.

32. On a poll a member entitled to more than one vote need not if he votes cast all his votes
or cat all the votes he used in the same day.

DIRECTORS

33. Unless and until determined by the company in a general meeting the number of directors
shall be not less than two or more than nine.

34. The company in a general meeting shall from time to time determine the remuneration of
the directors. Such remuneration shall be deemed to accrue from day to day. The
director may also be paid all travelling, hotel and other expenses properly incurred by the
attending and retiring from meeting of the company or in connection with the business of
the company.

35. Any director who serves on any committee or devotes special attention to the business of
the company or who otherwise performed service which in the opinion of directors are
 outside the scope of the ordinary duties of a director may be paid such extra remuneration
by way of salary percentage or profits or otherwise as the board of directors may
determine.

BORROWING POWERS

36. The directors may exercise all the powers of the company to borrow money over and
above the company’s share capital and to mortgage or charge its undertaking property
and uncalled capital or any part thereof and to issue debenture, debenture stock whether
outright or as security for any debt, liability or obligation of the company of any third
party.

POWERS OF DIRECTORS

37. The business of the company shall be managed by the directors who may pay all
expenses incurred in promoting and registering the company and may exercise all such
powers of the company as are not by the Act or by these articles required to be exercised
by the company in general meeting subject nevertheless to any regulations of those
regulations being not inconsistent with the aforesaid regulations or provisions as may be
prescribed by the Act of the directors which would have been valid if that regulation has
not been made.

38. The directors may from time to time and at any time by powers of attorney appoint any
company, firm or person or body of persons whether nominated directly or indirectly by
directors to be attorney or attorneys of the company for such discretion (not exceeding
those vested in or exercisable by the directors under these articles) and for such periods
and subject to such conditions as they think fit any such powers of attorney may contain
such provisions for the protection and convenience of person dealing with such attorney
and may also authorize any such authorities and discretion vested in him.

MANAGING DIRECTOR

39. The director may entrust to and confer upon a Managing Director any of the powers
exercised by them upon such terms and conditions and with such restrictions as they may
 think fit and whether collaterally with or to the exclusions of their own powers and may
from time-to-time revoke, withdraw, alter or vary all or any of such powers. The
directors shall from time to time appoint one of them to the office of Managing Director
for the company and which he holds such offic3 that management and control of the
company shall be vested in him. He shall also act as chairman of all meetings either
those of shareholders or directors.

SECRETARY

40. The secretary shall be appointed by the directors for such term at such remuneration and
upon such condition as they may think fir and any Secretary so appointed may be
removed by them. The provisions of Section 17(b) to 18 inclusive of the Act shall be
observed. Where there is no Secretary capable of acting, the directors may appoint one
of the directors an assistant or deputy secretary or any other officer of the company to
perform the duties of a secretary.

SEAL

41. The directors shall provide for the safe custody of the seal, which shall only be used by
the authority of the directors, or a committee of the directors authorized by the directors
in that behalf and every instrument to which the seal shall be affixed shall be signed by a
director and shall be countersigned by the secretary.

42. All deeds executed on behalf of the company may be in such forma and contain in such
powers, provisions, conditions, covenants, clauses and agreements as the Directors shall
think fit and in addition to being sealed with the seal and shall be signed by a Director
and countersigned by the Secretary or by a second Director.

INDEMNITY

43. Every Director, manager, Secretary and other officer or servant of the Company shall be
indemnified by the Company against all costs, losses and expenses which he or she may
incur by reason or any contract entered in, or act done by him or her as such officer or
servant or in any way in the discharge of his or her duties.
We, the several persons whose names, addresses and descriptions are hereunto subscribed are
desirous of being formed into a company in pursuance of this Articles of Association and we
respectively agree to take the number of shares in the capital set opposite our respective names.

NAMES, POSTAL ADDRESS SIGNATURE OF

AND OCCUPATION OF SUBSCRIBERS

SUBSCRIBERS

JUMA MUKOTO

C/O P.O.BOX 3025

JAMESON NKUTU
C/O P.O.BOX 3025

KAMPALA

Dated at Kampala this............day of........................…………. 2025.

WITNESS TO THE ABOVE SIGNATURES

Signature................................……......

Names in Full...........................…........

Address...................................……......

Occupation..............................….............

DRAWN & FILED BY:-

M/S FIRM A1,

LDC KAMPALA CAMPUS-JAN INTAKE

KAGUGUBE ROAD

THE REPUBLIC OF UGANDA

IN THE MATTER OF THE COMPANIES ACT 106

AND

IN THE MATTER OF GOD IS ABLE ENTERPRISES LIMITED

SPECIAL RESOLUTION

At the meeting of the MEMBERS of the Company held on the 17 TH day of JANUARY 2025 at
the Company’s registered office, it was unanimously agreed and resolved as follows;

1. that the company becomes a Non-Governmental Organization.

2. That the company registers with the Non-Governmental Organization bureau.
3. That the Registrar of Companies be notified accordingly.

Signed at Kampala this 17TH day of JANUARY 2025

_______________ ____________

JUMA MUKOTO JAMESON NKUTU

Member Member

FORM A

Regulation3(2)

THE REPUBLIC OF UGANDA

THE NON-GOVERNMENTAL ORGANISATIONS ACT CAP 109

APPLICATION FOR REGISTRATION.

To the Executive Director

National Bureau for Non-Governmental Organisations

We the undersigned members hereby apply for registration of an organisation under the Non-
Governmental Organisations Act CAP 109

a. Name of the incorporated organisation

GOD IS ABLE ENTERPRISES LIMITED

b. Nationality of the member

.1. JUMA MUKOTO (UGANDAN)

2. JAMESON NKUTU (ZAMBIAN)

d. Physical address of the organization

KYASAMPATA, BUSUNJJU, WAKISO DISTRICT, UGANDA

e. Telephone contacts of the organisation

0757298883

f. Name of each organisation or group established outside or inside Uganda, if any, to

which the organisation is affiliated or connected TO

NONE

g. Objectives of the organisation …………………………………………

a. To carry on the business of provision school text books, exercise books, pens, pencils and
other scholastic materials for school children.
b. To carry on the business of provision of free farm and livestock produce to the schools,
childcare centers and children’s homes in Kyasampata, Busujju, Wakiso District.
c. To carry on the business of provision of body, footwear to schools, childcare centers and
children’s homes in kyasampata, Wakiso District
d. To carry on the business of provision of Counselling services, career guidance and life
skills mentorship to children and teenagers in the village of Kyasampata, Wakiso District.
 e. To carry on the business of teacher education colleges, children’s homes and
establishment of special needs education schools in Kyasampata, Wakiso District.
f. To carry on the business of training and provision of financial literacy education services
to women groups, women based saccos in Kyasampata, Wakiso District.
g. To carry out business of provision of food, shelter and basic health services to the poor
vulnerable children in Kyasampata,
h. To carry on all other activities that are incidental to and ancillary to the attainment of the
company objectives.

h. Class or classes of persons to whom membership of the organisation is open

ALL UGANDANS

g. Presentnumber of members

50 MEMBERS

h. Names and positions of officers of the organisation………….

1. JUMA MUKOTO DIRECTOR
2. JAMESON NKUTU DIRECTOR
i. Names, occupation and addresses of the officers of
the organization

1. JUMA MUKOTO, SOCIAL WORKER, WAKISO DISTRICT , 0757298883

2. JAMESON NKUTU, SOCIAL WORKER, WAKISO DISTRICT, 0762920984
j. Sources of funding

1. JUMA MUKOTO PERSONAL FUNDS

2. JAMESON NKUTU PERSONAL FUNDS
3. OTHER WELL WISHERS
 k. Property (if any) owned by the organisation

20 ACRES OF FARMLAND IN KYASAMPATA, BUSUNJJU, WAKISO DISTRICT

l. Manner in which that property is held, acquired or vested

PROPERTY HELD BY JUMA MUKOTO AND JAMESON NKUTU IN TRUST FOR

THE ORGANISATION

m. Bankers of the organisation

CENTENARY RURAL DEVELOPMENT BANK LIMITED

n. Any privileges, immunities and exemptions requested by the organisation from the
Government.

NONE

Names, signatures and passport size photographs of at least two members:

1. JUMA MUKOTO ………….

PASSPORT PHOTO ATTACHED

2. JAMESON NKUTU…………

PASSPORT PHOTO ATTACHED

Date: 19TH JANUARY 2025

FORM D

regulation7(2)

THE REPUBLIC OF UGANDA

THE NON-GOVERNMENTAL ORGANISATIONS ACT CAP 109

 APPLICATION FOR A PERMIT

To the Executive Director,

National Bureau for Non-Governmental Organizations.

We the undersigned members hereby apply for a permit for an

organization registered under the Non- Governmental Organizations Act,

2016 or the Companies Act, cap 106 or the Trustees Incorporation Act.

(a) Name of the registered organization

GOD IS ABLE ENTERPRISESLIMITED

(b) The registration number of the organization

8002000160778

(c) Physical address of the organization

Kyasampata, Busunjju, Wakiso District, Uganda

(d) List of operations/ objectives of the organization

LIST OF OPERATERS

Juma Mukoto

Jameson Nkutu

OBJECTIVES OF THE ORGANISATION

To carry on the business of provision school text books, exercise books, pens, pencils and other
scholastic materials for school children.

To carry on the business of provision of free farm and livestock produce to the schools, childcare
centers and children’s homes in Kyasampata, Busujju, Wakiso District.

To carry on the business of provision of body, footwear to schools, childcare centers and
children’s homes in Kyasampata, Wakiso District

To carry on the business of provision of Counselling services, career guidance and life skills
mentorship to children and teenagers in the village of Kyasampata, Wakiso District.
To carry on the business of teacher education colleges, children’s homes and establishment of
special needs education schools in Kyasampata, Wakiso District.

To carry on the business of training and provision of financial literacy education services to
women groups, women based saccos in Kyasampata, Wakiso District.

To carry out business of provision of food, shelter and basic health services to the poor
vulnerable children in Kyasampata and to carry on all other activities that are incidental to and
ancillary to the attainment of the company objectives.

(e) The staffing structure of the organization;

The board of directors

Juma Mukoto

Jameson Nkutu

The Organization Secretary

Prossy Namazzi

General Members

Nabagereka Shanita

Mukwaya Ambrose

Tom Kintu

Godfrey Zaabwe

(f) The geographical area or districts of coverage of the organisation

The organisation intends to cover the whole village of Kyasamapata, Busunju, Wakiso district
including areas of Kibubula, Makoba, Nagulu, Kalagala, Lukumbi, Kanyongoga.

(g) The location of the organization’s headquarters:

The organisations headquarters are located in Kyasampata Busunju, Wakiso district.

(h) Period of time requested for a permit not exceeding five years

January 2025 to January 2030

Names, signatures and passport size photographs of at least two members

of the organisation:
Name: JAMESON NKUTU

passport size photograph: attached

Signature: .........

Name: JUMA MUKOTO

passport size photograph attached

Signature: ........

Date 19th January 2025

PART D(4)

The process required to obtain a trade license to carry out operations of an entity are;

Section 8 of the Trade Licensing Amendment Act 2017 provides that no person shall trade in any
goods or carry out any business without a trade license. The trade license can be applied for
online, downloading and printing the standard forms through the City Operator Identification
Number (COIN) system.

The chargeable fees shall be payable on the COIN system on issue of a license. These are
derived under the Trade Licensing (Amendment) Schedule Instrument 2017. It would be

The application for a license shall be taken to the licensing officer, who in a city, municipality or
town shall be the town clerk as provided for in Section 9 of the Trade Licensing Amendment Act
2017.