https://search.dev.ndltd.org/etd/cape-town/oai:open.uct.ac.za:11427/40868
type: CreativeWork
name: A critical analysis of the Ugandan Companies Act, 2012, in the search for an appropriate legal framework for small and closely-held companies in the light of the experiences of South Africa and the United Kingdom
description: This study set out to determine whether the Ugandan Companies Act, 2012 (‘CA 2012') provides an appropriate and effective legal framework for small and closely-held companies (‘SCHCs'). In this study, SCHCs are small owner-managed companies with one or a few members with close relations who are usually natural persons. The study focus follows from a recognition that companies' legislation in Uganda is complex and makes little attempt to provide simple, flexible and accessible law for the operations of SCHCs. Although this gap was highlighted during the enactment of CA 2012, it had also characterised previous companies' legislation in Uganda. The expectation was that CA 2012 would address this gap. However, there is doubt if this has been achieved. To be sure, what amounts to simple, flexible and accessible legislation for SCHCs is not obvious. However, a look at the relevant legislation in the comparable jurisdictions of South Africa and the United Kingdom suggests that SCHCs require special recognition and treatment in legislation in the areas of audits; financial reporting; limitation of membership; restriction of members to natural persons; and clear optional provisions. This can be achieved through a distinct corporate form in terms of a separate and distinct legislation for SCHCs or by treating SCHCs as private companies under a single company law statute, but with flexible provisions. In discharging this task, the study examines the various business forms under CA 2012 (ss 2, 4 and 5), and the corporate governance framework (ss 14, 138, 154, and 167). Through doctrinal analysis, it employs the evaluative framework of fewer reporting obligations; limiting membership in SCHCs to natural persons; limiting members who are also usually in management; and clear elective or optional provisions for SCHCs in areas such as company meetings and audits, as best practice on the regulation of SCHCs. The study draws on the experiences of South Africa under the Close Corporat…
abstract: This study set out to determine whether the Ugandan Companies Act, 2012 (‘CA 2012') provides an appropriate and effective legal framework for small and closely-held companies (‘SCHCs'). In this study, SCHCs are small owner-managed companies with one or a few members with close relations who are usually natural persons. The study focus follows from a recognition that companies' legislation in Uganda is complex and makes little attempt to provide simple, flexible and accessible law for the operations of SCHCs. Although this gap was highlighted during the enactment of CA 2012, it had also characterised previous companies' legislation in Uganda. The expectation was that CA 2012 would address this gap. However, there is doubt if this has been achieved. To be sure, what amounts to simple, flexible and accessible legislation for SCHCs is not obvious. However, a look at the relevant legislation in the comparable jurisdictions of South Africa and the United Kingdom suggests that SCHCs require special recognition and treatment in legislation in the areas of audits; financial reporting; limitation of membership; restriction of members to natural persons; and clear optional provisions. This can be achieved through a distinct corporate form in terms of a separate and distinct legislation for SCHCs or by treating SCHCs as private companies under a single company law statute, but with flexible provisions. In discharging this task, the study examines the various business forms under CA 2012 (ss 2, 4 and 5), and the corporate governance framework (ss 14, 138, 154, and 167). Through doctrinal analysis, it employs the evaluative framework of fewer reporting obligations; limiting membership in SCHCs to natural persons; limiting members who are also usually in management; and clear elective or optional provisions for SCHCs in areas such as company meetings and audits, as best practice on the regulation of SCHCs. The study draws on the experiences of South Africa under the Close Corporat…
author: Engoru, Ivan
keywords: Ugandan Companies Act, 2012, CA 2012, closely-held companies, Uganda, legislation, South Africa, United Kingdom
date published: 2024
date modified: 2026-07-22T22:23:14Z
provider: University of Cape Town
publisher: Networked Digital Library of Theses and Dissertations
type: WebPage
source organization: Department of Commercial Law

PropertyValue
property ID: Handle
value: http://hdl.handle.net/11427/40868