Large scale importers generally have warehouses to receive and distribute imported items to wholesalers. Wholesalers typically acquire consumer goods in bulk and distribute them at informal trading centers in Kampala and other urban centers of the country for purchase by retailers. Transactions are frequently cash-based, making duty collection difficult and enabling corruption. Ugandans also use mobile phone-based transactions known as mobile money.
Using an Agent or Distributor
While use of an agent is not required, many U.S. businesses interested in accessing the Ugandan market do so via contractual agreements with local agents and distributors. A skilled agent will bring detailed knowledge of market conditions and professional networks to help investors navigate Uganda’s bureaucratic processes. Careful vetting of agents is critical.
Investors can also reach out to the Uganda Investment Authority, the Uganda Export Promotions and Free Zones Authority, the Ugandan National Chamber of Commerce and Industry, the American Chamber of Commerce in Uganda, the Private Sector Foundation Uganda, and the Uganda Manufacturers Association for market inquiries, as well as to identify potential Ugandan business partners. Furthermore, the Uganda Export Promotions and Free Zones Authority provide market information and investment opportunities for interested investors.
Establishing an Office
The steps involved in establishing an office in Uganda are:
Apply for an investment license from the Uganda Investment Authority
Apply for a certificate of incorporation and reserve a business name for the entity or its local subsidiary from the Uganda Registration Services Bureau
Apply for a tax identification number from the Uganda Revenue Authority
Apply for a trading license from the relevant local authority
When necessary, apply for registration of land title or verification of existing title from the Ministry of Lands
To facilitate business registration for foreign investors establishing an office in Uganda, the Uganda Investment Authority acts as a one-stop shop to help foreign investors navigate the processes above. The licensing process for foreign investors in Uganda may be completed in as quickly as one week. While there are no explicit provisions requiring the hiring of nationals, there are broad standards requiring investors to contribute to the creation of local employment. In the petroleum sector there are national content requirements for hiring Ugandans. Investment licenses carry specific performance conditions varying by sector, such as requiring investors to allow the Uganda Investment Authority to monitor operations, employ or train Ugandan citizens, or use Ugandan goods and services to the greatest extent possible.
For the latest Investment Climate Statement, which includes information on investment and business environments in foreign economies pertinent to establishing and operating an office and to hiring employees, visit the U.S. Department of Department of State’s Investment Climate Statements website.
Franchising
The laws relevant to franchising in Uganda include the Contract Act, the 2022 Companies Act, the 1998 Land Act, the 2019 Investment Code Act, the 2014 Industrial Property Act, the 2013 Geographical Indications Act, the 2010 Trademarks Act, the 2009 Trade Secrets Protection Act, and the 2006 Copyright and Neighboring Rights Act. Franchises tend to be most common in the fast food, hospitality, heavy equipment sales, and consumer goods sectors.
Direct Marketing
With more than 38 million cell phone subscriptions, mobile phone marketing is the most common form of direct marketing. Foreign businesses typically market their products through local distributors.
Joint Ventures/Licensing
Ugandan law generally recognizes joint ventures. Under the Land Act, foreign entities may only acquire land leases and cannot acquire freehold tenure. Under the Petroleum (Exploration, Development, and Production) Act, joint ventures may be licensed to participate in a range of petroleum-related business undertakings, provided there is participation by the Ugandan government or a foreign company that is at least 48% Ugandan-owned.
The 2015 Public Private Partnership Act also creates a legal framework for joint ventures between the government and private entities that must be special-purpose companies incorporated in Uganda (albeit foreign-owned) for a specific public project. The private party must also show proof of financial capacity to execute its obligations under the project.
Express Delivery
Express delivery firms operating in Uganda include DHL, FEDEX, and TNT, which offer air delivery to/from the United States in three to five business days. Package contents must be declared at the point of shipping. Customs procedures upon arrival in Uganda include security scans for contraband as well as material subject to taxation.
Due Diligence
Fraud scams are frequent in Uganda and are becoming increasingly sophisticated. Investors interested in entering the Ugandan market should exercise caution and conduct due diligence prior to finalizing any transactions with a potential Ugandan business partner. While many legitimate Ugandan entities seek to source goods with U.S. firms, the U.S. Embassy regularly receives reports of victims of fraud or attempted fraud.
U.S. businesses are advised to collect cash upon or before delivery, or use an escrow service, as well as collateralizing all loans. U.S. vendors should never agree to accept third-party checks as payment for goods to be shipped to Uganda. Gold should never be accepted in lieu of payment – it is often fake or sourced from conflict regions. U.S. firms should check document veracity with financial institutions or through a commercial law firm. Similarly, firms should also conduct reference checks of potential Ugandan partners, especially other foreign customers or suppliers.
The American Chamber of Commerce in Uganda offers a due diligence service: manager@amchamuganda.co.ug.
Please see the Embassy’s list of commercial lawyers for due diligence services: https://ug.usembassy.gov/getting-started/