PERSONS IN UGANDA

Board. 39
This means that all organisations, including LGBTI organisations that intend to
operate in Uganda as NGOs have to be registered with the board. The Act however
also provides that an organisation shall not be registered with the board if its
objectives are in contravention of the law. 40 Considering the fact that same sex
conduct is criminalised in Uganda, 41 this section could easily be interpreted to include
prohibition of registration of LGBTI organisations by the board. As a result, LGBTI
organisations may not easily register as NGOs and may thus have to operate without
formal registration. This means that they will lack legal recognition as also registration
with the board turns an organisation into a body corporate with perpetual succession
with power to sue and be sued in its corporate name. 42
Section 2(1)A 43 of the NGO Registration Act introduced the option of choosing
between being an NGO and being a company limited by guarantee or a trust.
The Companies Act, 2012
Most LGBTI organisations prefer to register as companies limited by guarantee rather
than as NGOs. This is because the procedures under the Companies Act are easier
and also the there are fewer requirements to fulfil in day-to-day operations. Choosing
between the Companies Act and the NGO Act is lawful under Section 2(1)A of the
NGO Act. The relevant provisions that concern LGBTI organisations are:
Section 4- Companies limited by Guarantee
(1) Any one or more persons may for a lawful purpose, form a company, by
subscribing their names to a memorandum of association and otherwise
complying with the requirements of this Act in respect of registration, form an
incorporated company, with or without limited liability.
(2) The company may be—
(a)...
(b) a company having the liability of its members limited by the memorandum to
the amount that the members undertake in the memorandum to contribute to the
assets of the company if it is being wound up, in this Act referred to as “a company
limited by guarantee”;
The import of Section 4 is that any one or more persons can form a company, and
companies limited by guarantee are among such companies that can be formed.
For an entity to be registered as a company limited by guarantee, they just have to
fulfil the requirements set out in the Act like having Articles and Memorandum of
association. It does not exclude any organisations and many LGBTI organisations
have been able to register with broad objectives. The catch is however on reservation
of name as discussed in the next section.
39 Section 2(1) 0f the NGO Registration Act Cap 113.
40 Section 2(4) of the NGO Registration Act as amended.
41 Section 145 and 146 of the Penal code Act Cap 120.
42 Section 2(3) of the NGO Registration Act as amended.
43 Section 4 of the NGO Registration (Amendment) Act 2006.
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