In this article Adams & Adams moves a bit further north into Africa and considers company and trade mark registration in Burundi, Rwanda and Uganda.

BURUNDI

Forms of business enterprise:

In Burundi, companies are registered at the Agence des Promotions des Investissements (the Investment Promotion Agency or API), which is a one-stop shop for company registration. This Agency’s website can be found at www.investburundi.com/en, but has limited functionality in English as Burundi’s official languages are Kirundi and French.

The registration process is very simple and basically entails filing all the requisite documents (such as the application form for incorporation which includes the request for the company’s name, tax registration documents, application for registration with the Tribunal de Commerce and company constitution documents) at the API. Once the company has been incorporated, it must register with the National Institute for Social Security and, in practice, a company seal is made.

Trade mark registration:

In terms of Law no. 1/13 of 2009 relating to Industrial Property in Burundi, it is possible to register trade marks for goods and services, collective marks, certification marks and geographical indicators. The Law also provides for the protection of trade names.

Burundi follows a multi-class application system and a single application can cover any number of classes. For the purpose of classification, the International Classification is applied.

Applications are examined on formal and substantive grounds, i.e. to ensure that the trade marks are inherently registrable and not in conflict with prior trade marks on file.

The Burundi Trade Marks Registrar is very efficient and applications can proceed to registration within as little as three weeks to a month.

RWANDA

Forms of business enterprise:

As of February 2014, companies must be registered online in Rwanda. This is done through the website of the Office of the Registrar General (ORG), a division of the Rwanda Development Board, which can be found at http://org.rdb.rw.

The ORG is responsible for the implementation of a number of Acts, including the Companies Act, Law no. 07/2009, which provides for the registration of companies. It is possible to register individual enterprises, companies, additional business activities and more at the ORG. The four basic types of companies that are registrable, are companies limited by shares, companies limited by guarantee, companies limited by both shares and guarantee and unlimited companies. It is also possible to register foreign companies in Rwanda.

The registration process is even simpler in Rwanda than in Burundi and entails only the payment of the registration fee and submission of the required forms (including name reservation form, application form and standard memorandum of association) online. Companies must also register with the Rwanda Revenue Authority and obtain a Tax Identification Number.

Trade mark registration:

Provision is made in Law no. 31 of 2009 on the Protection of Intellectual Property for the registration of trade marks for goods and services, collective marks and certification marks. The Law also provides for the protection of geographical indications and trade names.

Rwanda also follows a multi-class application system and any number of classes, determined in terms of the International Classification, can be included in a single application.

Trade mark applications are examined to ensure formal and substantive compliance and accepted applications must be advertised for opposition purposes in the Trade Marks Journal.

The registration process currently takes approximately 3-6 months.

UGANDA

Forms of business enterprise:

Ugandan companies are registered by the Uganda Registration Services Bureau (URSB), an autonomous statutory body established to take over the functions of the Registrar General’s Office under the Ministry of Justice and Constitutional Affairs. The URSB’s website can be found at www.ursb.go.ug.

In terms of the Companies Act, Cap 110, it is possible to incorporate companies limited by shares (either private or public), companies limited by guarantee and unlimited liability companies.

The company registration procedure in Uganda is shortly as follows:-

• Apply for the reservation of the company’s name by submitting the necessary form and paying the name reservation fees.
• Sign the statutory Declaration of Compliance before a Commissioner of Oaths.
• Pay the company registration fees.
• Submit the application (which includes the application form and Declaration of Compliance) and obtain the Certificate of Incorporation.

After the Certificate of Incorporation has been issued, the company must obtain a Tax Identification Number from the Uganda Revenue Authority (URA) and register for taxes. For this purpose, the URA conducts an inspection of the business premises.

Companies must also obtain trading licenses from the Municipal Authority or Council Authority where the company’s premises are located. The Uganda Business Licensing Portal’s website can be found at www.businesslicenses.go.ug.

Lastly, companies must register with the National Social Security Fund and make a company seal, which is mandatory in Uganda in terms of the Companies Act.

Trade mark registration:

Trade marks are registered in Uganda in terms of the Trade Marks Act, no. 17 of 2010. This Act makes provision for the registration of trade marks for goods and for services. The Act also provides for the registration of certification marks, series of trade marks and defensive registration of trade marks.

Although the Rules under the old Act, which do not make provision for the classification or registration of services, are still in force, it is possible to register trade marks for services in practice. The International Classification is applied for this purpose and an application may cover only one class.

Applications are examined as to formal and substantive requirements. If the application is accepted, it is published in the Gazette and, if no oppositions are filed within a period of 60 days, the registration certificate will be issued.

Delays in Uganda are unpredictable, but the registration process takes an average of 6-18 months to be completed.

Many countries in Africa are trying to make it easier for investors to do business there by, among others, introducing online company registration. However, it may not be as simple to start a business as initially appears and it is therefore always advisable to consult a professional before expanding your business into a new country.

Written by Adré Greeff
Verified by Johan du Preez, Adams & Adams