LAW IS FUN (GAME 2)
We are back again this Friday, with our legal game LAW IS FUN (LIF) to unwind from the long week and learn something new.
LIF is our new game series that will get you thinking and learning more about the law in a fun and creative way.
So, let’s talk business. Do you know about business operations in Uganda? Take a guess at this question.
HERE WE GO!
GAME 2: TRADING/BUSINESS
Question: A sole trader can operate his/her business in Uganda through a registered company.
You can post your answer on our social media sites. Twitter: @abmAdvocates_ug https://twitter.com/abmadvocates_ug?s=09 and LinkedIn: https://www.linkedin.com/in/apio-byabazaire-musanase-and-co-advocates
Photo credit: Chilling Show (UBC)
FRANCHISING, BRANDING, DISTRIBUTORSHIP, LICENSING
Building a strong and formidable brand from nothing that will stand the test of time seems like a tall order.
But it is NOT. Today, we look at the amazing story of Brian Yesigye Bravo, a renowned Ugandan businessman who has beaten all the odds and built a brand and a business that Ugandans can be proud of.
In the past, our Continent has been categorized with poor quality products and services for decades. But this is steadily changing and more and more Africans and Ugandans are recognizing the need to offer unique, creative and most importantly quality goods and services.
We first learnt about Bravo shoes when the company made a generous donation to Fresh Kid, a young (minor) Ugandan artist while he returned to school.
As the story unfolded, we came to learn that Mr. Yesigye had started his business with nothing and decided to explore international partnerships to enhance his business.
His dream is to own franchises all over the country in the major towns and cities.
His business model is not new or unique, but his story and the stages of growth that he has adopted to get to where he is today, are one of a kind.
Looking at his business model, it is clear that Mr. Yesigye intends to exploit Intellectual Property Rights to gain a competitive edge.
Franchising is a model of intellectual property business where a business owner grants licenses to other like-minded businesses/business owners to use his/her brand for his/her products or services in order to expand the business.
Take an example of KFC and PIZZA HUT in Uganda. These businesses have taken on this type of model, with the owners having obtained licenses from the original brand owners to sell the products in Uganda. KFC and PIZZA HUT are known worldwide and the brands are valued at over US. $5.5 Billion and U.S $8.5 Billion respectively.
This business model is one of the most profitable models that have been adopted by many consumer brands.
This is a model that can be considered by Ugandans as an alternative mode of building their businesses internationally and at the same time promoting local products, hence enhancing BUBU.
Read Bravo’s story here: https://businessfocus.co.ug/from-street-vendor-to-millionaire-how-yesigye-built-bravo-shoes-brand/
ANOTHER WIN FOR THE ABM TEAM
In an article dedicated to recognizing 13 Young African Lawyers who “move the lines” by African Shapers, an online new and media house providing unpublished news from actors in a changing Africa, the firm and its partners have been acknowledged as game changers.
As the first multi partner female owned and run law firm, ABM and its young Partners are recognized as African shapers in the legal world in Africa along with 12 other great lawyers all around Africa.
This recognition and many others continues to inspire and motive the firm and its team to strive for better and higher, and to always remain “A Better Measure” in everything that we do.
We are honoured and humbled to stand and be counted along other great shapers in Africa.
You can read the full article here: AFRICAN SHAPERS
We are a law firm with a voice.
Our inspirational soul Sunday’s series will feature inspirational quotes and versus that will encourage and remind us all of what matters the most in life.
We hope that this will motivate and inspire our team, our leaders, our Clients, our colleagues and our peers.
To do this, we shall be required to,
Stay Committed and;
Be Humble; In everything that we do.
At ABM, we have always stood by these principles to remain “A Better Measure”.
We hope that this inspires you.
WHO SAID LAW IS BORING AND STIFF?
Well, we have to admit. Law can be boring and stiff sometimes, especially for those who do not understand it.
At ABM, we have launched an initiative to make the law more fun while helping the public to learn and understand the main and most relevant legal issues.
Some people do not even know that lack of knowledge is not a defence in a Court of law.
So, today 12th of June, 2020, we are launching our very own simple game; “LIF” standing for “LAW IS FUN”. It is a law/legal game which will make it more interesting and exciting to learn about the legal facts and issues so that you can remain on the right side of the law.
In our pilot/first episode, we will be talking about “LIARS” or rather more precisely, Defamation and the different types of Defamation.
The public can get to understand what defamation is and the types of defamation.
In today’s world, so many people tend to make false statements without understanding the possible implications of their statements.
So take caution when uttering statements and even sharing them, BECAUSE, you just might find yourself on the wrong side of the law. And paying hefty damages for a lie is just too painful.
This is the first game
#FUNFRIDAY: LAW CAN BE FUN. LIF GAME 1
Today, we talk about LIARS.
Question: If a false statement of fact is uttered to you in public but is not published and your reputation gets hurt/tainted, what is this?
Answer the question and post it on our platforms.
We hope that this series helps you all learn the law and enjoy the process.
BY: Shane G. Musanase – Mugenga
As we come out of the fear of loss of life due to the Covid-19 Pandemic, I implore us not to forget the very important lessons that come from hardship, anxiety and change.
A week or so before the nation was locked down, I lost a family friend in a car accident and as we laid him to rest and said our good byes, I thought about his brilliant legacy. In the days that followed, I carefully watched his wife and children pick up the pieces and I found myself learning about a prudent man who guided his family to carve out the family vision in January 2020, a few months before his demise. I discovered his openness and commitment to share his dreams, ideas with his loved ones constantly reminding them of their role and responsibility to pursue hope and a future. His plans, investments and direction became the wisdom they needed for stability and continuity in his absence.
My late friend and I had discussed at length that a WILL was one of the most important things to leave in place for it legally protects your spouse, children and business interests by laying out clear responsibilities and management of your estate.
During the lockdown, I shared this important reality with a few people requesting them to ponder on this question; “How do I put my house in order?
PREPARING MY WILL
Wisdom demands that we ought to follow the footsteps of the wise. I believe that God gave man His WILL when He authorised him to take dominion and manage his creation. History also makes reference to how wealth has been passed on from one generation to another.
In these changing times, a prudent person should prepare his/her Last Living Testament carefully thinking about:
b)Protecting your family to avoid potential family disputes
c)Allocating responsibility of minor children and/or incapacitated dependents
d)Business and investment continuity
e)Estate Planning and training of the next generation
f)Beneficiaries of your Estate as well as how they shall receive or discharge their duties
g)Trustworthy Executors who will carry out your instructions as stated in the WILL
h)Debt(s) and how they may be managed
i)Trustworthy persons to witness your WILL as they shall be called upon after your demise to verify that whatever stated therein is a true record of your last wishes.
j)Safe custody of your WILL
A WILL may be modified from time to time as circumstances do change such as; marital status, children, death of beneficiaries or executors, disposal of assets to mention a few.
Amendments or updates to a WILL may be recorded in what is referred to as a Codicil.
With all the benefits of a WILL, why delegate your authority to others to put your affairs in order?
As I write this piece, I encourage you all to be deliberate to organise and educate future generations about dreaming, planning, purpose, family history, faith, values, lineage and culture.
Simply look at a WILL as your final love letter or a fantastic business plan for the beneficiaries of your estate to appreciate your life as you saw and how you most probably perceived it while you lived.
It is wise for you to seek legal counsel as you prepare your Last Living Testament so that your document is valid and ready for implementation after your death.
Celebrate life and its lessons by being deliberate to put your affairs and house in order by preparing your WILL to fortify your legacy.
This Article first appeared on the Daily Monitor. Read it here: https://edition.pagesuite.com/popovers/dynamic_article_popover.aspx?artguid=c99925c8-ca89-4946-bf19-70ebc2d2c116
A group of honourable business owners (Landlords) in Masaka have waived the rent obligations of its Tenants for the period of March and April, 2020 on account of the COVID -19 crisis.
The Landlords are reported to have waived the rent of up to 650 Tenants. A waiver in business and legal practice is an involuntary relinquishment of one’s privilege, right or benefit. It is an honest act made without any form of duress or undue influence.
During these times, such business decisions which are aimed at supporting the growth and sustainability of businesses is important to ensure that the economy is secured and businesses are able to continue operating.
From a legal perspective, such waivers are necessary in any kind of existing business Agreements such as loan agreements, employment contracts and other performance agreements, construction agreements amongst others.
In negotiating such agreements, the parties need to be cognizant of all the underlying issues and ought to seek legal advise to determine the most plausible minimum position for all parties involved.
Read the full article here: https://www.independent.co.ug/landlord-gives-tenants-two-months-rent-waiver-citing-covid-19-hardship/
Taking Bold Steps and making a mark Internationally in Intellectual Property matters.
The firm is featured in the World Trademark Review Yearbook 2020/2021 with insights on Trademark laws and practices in Uganda authored by Jamina Apio and Enoch Kakuru.
This is the first time that Uganda is appearing in the WTR Yearbook. The firm was also ranked earlier in March, 2020 as a Top Leading Firm for Trademark matters in Uganda and the firms very own Managing Partner, Jamina Apio was ranked as the top most Leading Trademark Professional in the country. See more here: https://www.worldtrademarkreview/directories/wtr1000/rankings/uganda
This article first appeared in World Trademark Review Yearbook 2020/21, a supplement to World Trademark Review, published by Law Business Research – IP Division. To view the guide in full, please go to www.WorldTrademarkReview.com.’
Parliament has taken an active role in ensuring the passing of a number of Bills. Of the 25 Bills passed in this Financial year, almost 10 Bills were passed during the COVID-19 lockdown. Take a look at our breakdown of all the Bills passed and assented to.
1. The Administration of the Judiciary Bill, 2018. This Bill ensures that the Judiciary operates independently as an arm of Government. Article 133 of the Constitution of the Republic of Uganda has always vested administration and supervision of the Judiciary in the Chief Justice, however there had been no law that clearly laid out these powers until now. This Bill is very important because it will ensure that the Judiciary is held accountable for all its decisions and accounts and this will foster better administration of justice.
This is surely a welcomed law.
2. The Appropriation Bill, 2020. The Finance Minister, Matia Kasaija tabled this Bill in April, 2020 on behalf of President Museveni, for the budget for the year 2020/2021.
3. The Anti-Money Laundering (Amendment ) Bill, 2019. This Bill was passed in September, 2019 and it repeals certain sections in the main Act in order to facilitate and legalize the sharing of financial information by the Financial Intelligence Authority with other similar authorities outside of Uganda.
4. Constitution and Rule 142 of the Rules of Procedure.
5. The Electoral Commission (Amendment) Bill, 2019. This Bill is meant to establish the Electoral Reform Commission and to provide for the use of technology in the management of elections and the gazetting of polling stations, amongst others. Download it here: https://www.abmadvocates.com/electoral-commission-amendment-bill-2019_no-19/
6. The Excise Duty (Amendment) Bill, 2020. This Bill is meant to ensure increased collection of revenue by increasing the excise duty on goods such as alcoholic and non alcoholic beverages, fruit juices, fuel, gasoline, cigarettes and so many more. This Bill comes into force on the 1st of July, 2020. Download it here: https://www.abmadvocates.com/the-excise-duty-amendment-bill-2020/
7. The Income Tax (Amendment) Bill, 2020. This Bill has been assented to and comes into effect on the 1st of July, 2020. Main highlights include the creation of a minimum tax rate for tax payers of 0.5% of the gross turn over for taxpayers who declared tax liability of less than 0.5% of their gross turnover for a consecutive five years. It also requires tax payers to submit e-invoices and e-receipts if they are to claim Input VAT for expenses on goods and services. The Act introduces new tax rates/thresholds for small businesses and so much more. Download the Act here for more: https://www.abmadvocates.com/the-income-tax-amendment-bill-2020/
8. The Institute of Parliamentary Studies Bill, 2019
9. The Kampala Capital City Authority (Amendment) Bill, 2015. This Bill if passed into law is meant to streamline the governance of the Capital City. Download it here: https://www.abmadvocates.com/kampala-capital-city-authority-amendment-bill-2015/
10. The Landlord and Tenant Bill, 2018. An act to regulate the relationship between Landlords and Tenants. Download it here: https://www.abmadvocates.com/the-landlord-and-tenant-bill-2018/
11. The Law Revision Bill, 2019.This Bill is meant to provide the process of and revision of laws in Uganda.
12. The Law Revision (Penalties in Criminal Matters) Miscellaneous (Amendment) Bill, 2015. This law seeks to remove the death penalty and substitute all crimes of such capital nature to sentences of life imprisonment.
13. The Local Government (Amendment) Bill, 2019. Download a copy here: https://www.abmadvocates.com/local-governmentsamendment-bill-2020/
14. The National Local Content Bill, 2019. This possibly one of the most relevant and useful Bill. If passed into law, this act requires all businesses to employ 100% of Ugandan citizens for unskilled labour and at least 60% for skilled labour. This Bill if assented to will ensure that there are more jobs for Ugandans in Uganda and to reduce the amount of imported labour. Therefore, less money leaving the country. We await eagerly for this law to be passed as this will help reduce the level of unemployment.
15. The National Payments Systems Bill, 2020. There has been some controversy regarding this Bill especially in regard to the remittance of funds on dormant accounts to the Consolidated Fund. While this may raise concern especially in respect to the period of time that should lapse before an account becomes dormant. The Bill proposes to have electronic accounts declared dormant after nine months of no activity at all. It has been argued that nine months is too short a period to declare an electronic account dormant. This is because most of these electronic accounts such as Mobile Money accounts are attached to local phone numbers. If an account holder leaves the country for business, studies, a sabbatical or the like for over nine months, he/she is bound to return and find his/her account declared dormant and the funds on the account transferred.
Despite this particular controversy, the Bill includes a number of relevant provisions to curb issues such as Money laundering and fraud. Download the Bill here https://www.abmadvocates.com/national-payment-systems-bill-2019/
16.The Parliamentary Elections (Amendment) Bill, 2019. This Bill among other things provides for the participation of independent candidates in elections
17. The Physical Planning (Amendment) Bill, 2018. This Bill was assented to on the 12th of December, 2019 and came into force on the 10th of January, 2020.
18. The Political Parties and Organizations (Amendment) Bill, 2019
19. The Presidential Elections (Amendment) Bill, 2019
20. The Public Procurement and Disposal of Assets (Amendment) Bill, 2019. Among other changes, this bill seeks to remove the Authority from the administrative review process and provide for electronic communications and records.
21. The Stamp Duty (Amendment) Bill, 2020. This Bill proposes to create stamp duty on Professional licenses/certificates such as Advocates, Engineers and Architects. This Bill has received a lot of backlash from Professionals who are already paying hefty sums to their professional bodies. It has been argued that the proposed stamp duty would amount to double taxation for these professional. Download it here: https://www.abmadvocates.com/stamp-duty-amendment-bill-2020/
22. The Sugar Bill, 2019. This Bill had alot of controversy having been denied by the President several times due to lack of clarity in respect to zoning for sugar industry. This Bill was finally assented to by the President sometime in April, 2020.
23. The Supplementary Appropriation Bill, 2019. The object of this Bill is to provide for a supplementary appropriation of funds from the Consolidated Fund to meet additional expenditures for the financial year 2018/2019.
24. The Traffic and Road Safety Act 1998 (Amendment) Bill, 2019. This Bill was assented by the President on the 22nd of May, 2020 and commenced on the 27th of May, 2020. The Act mainly seeks to improve the laws on motorists and provide for additional provisions. The Act provides for the renaming of driving permits to driving license and these will be applicable globally. It also introduces a new class of vehicle licenses for boda bodas and the licensing of online car companies such as UBER and Bolt. The Act also reintroduces the requirement for a certificate of fitness/road worthiness for vehicles that are older that 2 years from date of manufacture. The Act also imposes new and higher penalties for a series of offences. Download the Act here. https://www.abmadvocates.com/traffic-road-safety-am-act-2020/
25. The Tobacco Control (Amendment) Bill, 2020. This Bill seeks to provide for the taxation of processed and unprocessed tobacco. Download a copy here: https://www.abmadvocates.com/tobacco-control-amendment-bill-2020/
A voluntary winding up of a company is almost always easier than going through the courts. Voluntary winding up allows the company to move at its own pace, settle its debts, credits, liabilities, and accounts, without any orders or directions of court. However, in order to qualify for a voluntary winding up, a company must meet a very important condition – it must have the ability to pay all of its debts in full.
In Uganda, a company incorporated or registered under the Companies Act may be dissolved or deregistered in different ways and for different reasons. Some common reasons are financial difficulties or disagreements among the members. The process of closing down a company and having it deregistered is called ‘winding up’. Under the The Companies Act, (Act No. 1 of 2012), there are two modes of winding of a company in Uganda:
1.By the Court (compulsory)
2.By the Members (voluntary)
Members’ Voluntary Winding Up (Sec. 268-272)
When a company is solvent and capable of paying its liabilities in full; the members may, by resolution, decide to voluntarily wind up the business of the company. A declaration of solvency, stating that the company is capable of paying its debts in full, is mandatory for a voluntary winding up.
General conditions for Voluntary winding up (Sec. 268)
A voluntary winding up requires the following:
1.Passing of a resolution that the company be wound up voluntarily.
2.Passing of a special resolution to the effect that the company, by reason of its liabilities, cannot continue its business and that it is advisable to wind it up.
3.Expiration of the period fixed by the Articles or occurrence of the event which the Articles provide for expiration upon its occurrence followed by a resolution for voluntary winding up.
Notice of Resolution to Wind Up (Sec.269)
A resolution to wind up the company has to be published in the Gazette. Also, a resolution must be published in the local newspaper (one that has wide coverage) circulating in Uganda within 14 days from the date of its being passed by the Company.
Declaration of Solvency (Sec. 271)
A Declaration of Solvency refers to a declaration by the directors that they have made a full inquiry into the affairs of the company and they have formed an opinion that the company is able to pay its debts in full within the prescribed period not exceeding twelve months from the commencement of the winding up. A valid declaration of solvency must comply with the following:
1.It has to be made within 30 days immediately preceding the date of passing of the resolution to wind up the company and is delivered to the Registrar for registration before that date.
2.It has to contain a statement of the company’s assets and liabilities as of the latest practicable date before the making of the declaration.
Commencement of Voluntary Winding Up
Voluntary winding up of a company in Uganda commences immediately after passing of the resolution for voluntary winding up by the company.
The entire process can take 6 months to a year. Given the technicality of the procedures, Ugandan companies usually need legal professionals to assist in drafting and filing the necessary documentation.
Powers of the Court in cases of voluntary winding up
A Ugandan court has very broad power over a company that is being wound up, whether voluntarily or involuntarily. It has the power to appoint a liquidator where the appointed liquidator is not acting, or it may remove the liquidator and appoint another liquidator if justifiable cause is shown. A Ugandan court also has the power to determine any question that arises concerning winding up of the company, after an application by the Liquidator, contributory, or creditor. It can also exercise any power which it would have if the company were actually being wound up by the court, so the extent of its powers are essentially the same, regardless of whether the company is winding up voluntarily or involuntarily.
Effects of Voluntary Winding Up (Sec. 270)
After the resolution is passed and the winding up begins, the company will cease all of its business activities, except those required for the beneficial winding up of the company. Also, in cases of members’ voluntary winding up, the Board of Directors’ authority stops after a liquidator is appointed.
In conclusion, voluntary winding up of a company in Uganda is a good form of winding up as it allows the company to settle any issues at its own pace and avoids orders and directions of Court.
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