UGANDA Law and Practice Contributed by: Arnold Lule Sekiwano, Ritah Nakalema, Evelyn Maria Nakigudde and Collette Melvina Awano, Engoru, Mutebi Advocates
2.6 National Security Review There is no national security review of acquisitions in Uganda. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The CMA issued the Capital Markets Authority (Cor - porate Governance) Regulations 2025. These Regu - lations set out mandatory governance standards for listed companies and licensed capital markets inter - mediaries. They cover board composition and inde - pendence, functioning audit, risk and remuneration committees, defined roles and responsibilities, robust risk management and internal controls, timely disclo - sure and reporting, active shareholder engagement and performance-linked remuneration. Companies must maintain ongoing compliance, which is moni - tored and enforceable by the CMA. In October 2025, the Bank of Uganda issued guide - lines on domestic Financial Holding Company struc - tures, defining a Financial Holding Company as a Ugandan-incorporated holding entity with at least 25% shareholding in one or more supervised financial institutions. The guidelines restrict such companies to equity holding activities, permit provision of shared services only with prior approval, require minimum paid-up capital invested in liquid assets, and provide for cross-border supervisory co-operation where for - eign subsidiaries are involved. In August 2025, the Bank also issued the National Payment Systems Oversight Policy Framework, which supplements the National Payment Systems Act, Cap 59, by introducing detailed supervisory and opera - tional standards and classifying payment systems and participants according to systemic importance and risk. For questionnaire purposes, these instru - ments require confirmation of group-wide regulatory compliance, capital adequacy, governance and risk management at holding company level, as well as compliance with licensing, security, interoperability and reporting obligations for any banking, fintech or payment system operations.
In order to support wider adoption of sustainability reporting, the USE announced in 2025 that it is devel - oping a national guidance framework for listed com - panies, working with the Institute of Certified Public Accountants of Uganda to prepare for implementa - tion of IFRS Sustainability Disclosure Standards, and expanding capacity-building under the USE Academy to help both listed and private institutions strengthen ESG disclosures. The guidelines focus on key ESG metrics such as carbon footprint, energy efficiency, waste management and governance practices, with the aim of attracting more sustainable investment into Uganda’s capital markets. The Electricity Regulatory Authority suspended the licensing of solar and wind projects with effect from 24 October 2025 until the conclusion of a grid stability study to determine future integration thresholds for variable renewable energy, reportedly affecting about USD230 million in planned investments across Ugan - da. During this period, only hybrid projects (eg, solar with battery storage) are to be considered until the ban is lifted. While this presents a challenge for develop - ers, it also creates an opportunity for undertakings to capitalise on innovative technologies that enhance system flexibility and long-term project viability. The Stamp Duty (Amendment) Act 2025, Cap 339, removed stamp duty payable on any agreement or memorandum of an agreement except a sale-based financing agreement between the vendor or borrower and a person licensed to carry on Islamic financial business. Under the Tax Procedures Code (Amendment) Act 2025, Cap 343, for tax purposes, the registration number issued by the Uganda Registration Services Bureau, in the case a non-individual, shall now be used as the non-individual’s Tax Identification Num - ber. In the alternative, the company shall use a tax identification number issued by a foreign tax authority with which Uganda has a tax treaty or agreement for the exchange of information. The Act also prohibits a local authority, government institution or regulatory body from issuing a licence or any form of authorisa - tion necessary for purposes of conducting any busi - ness in Uganda to any person without either of these.
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