WORKSHOP 3
Brief facts
Legal Issues
1. What are the preliminary steps and formalities for establishing the intended firm?
2. What is the appropriate procedure for admission of new members and retirement of the Partners?
3. What are the Necessary documents
4. What are the fees payable?
Laws Applicable
1. The 1995 Constitution of the Republic of Uganda as Amended
2. Partnership Act cap 110
3. The Business Names Registration Act cap 105
4. Uganda Registration Service Bureau Act 217
5. The Advocates Act Cap 295
6. The Advocates (Professional Conduct) Regulations S.I 267-2
7. The Advocates (Inspection and Approval of Chambers) Regulations S.I 65 OF 2005
8. The Advocates (Use of Generic Names by law firms) Regulations S.I 16 of 2005
9. The Advocates (Enrollment & Certification) Regulations S.I 267-1
10. Case Law
Resolutions
1. What are the preliminary steps and formalities for establishing the intended firm?
Section 71(1) of the Advocates Act Cap 295 is to the effect that no advocate shall act as an agent for any
other person other than an advocate in the performance of any act under provisions of the law, may only be
performed by an advocate nor shall he/she allow his/her name to be used by any person other than an
advocate I respect of the performance of such an act that is to say that the firm must entirely be composed
of the members of the class who are enrolled and fully registered.
Search and reservation of a name. Section 1 of the Partnerships Act 110, a firm name means a name
under which the firm business is carried on. Regulation 2 of the Advocates (use of Generic names by law
firms) regulations, 2006 defines a generic name as one other than the name of the partner of the law firm
and must include the word "advocates" at the end of the name of the law firm as in Regulation 3(1).
Regulation 3(2) is to the effect that a law firm that uses a generic name shall have the partners' names and
qualifications appearing on the letterheads of the law firm, which name must not be offensive, directly or
indirectly associated with or suggest connection with any Government, parastatal or a nongovernmental
organization.
Regulation 5(3) of the Advocates (Inspection and Approval of chambers) Regulations, 2006 provides that a
law firm, which uses the generic name, shall seek consent from the law council prior to registration of the
name and the consent will be in writing.
Registration of a name. Section 4(1) of the Partnership Act, Cap 110, provides for mandatory registration
of the business name under the Business Names Registration Act where the firm is carrying on business
name which doesn't exist of true surnames of all the partners'. The application for registration shall be
made as prescribed in Form A of the second schedule to the rules. (Rule 5 Business Names Registration
Rules).
Regulation 2 of the Partnership Regulations, 2016 stipulates that at the time of registration the firm should
file a copy of the partnership deed. The documents required shall be registered as under Section 5 of the
Registration of Documents Act cap 291 and shall consist in the filing of a copy of the document brought
for registration after it has been certified as a true copy as issued under rule 6.
Opening bank accounts: Section 40 of the Advocates Act Cap 295, provides that every advocate shall
keep accounts in compliance with the rules in connection with his or her practice and shall deal with
monies on those accounts in accordance with the rules.
Inspection and Approval of firm’s premises. The law council, its representative or agent shall once a
year carryout inspection of chambers (regulation 3 of the Advocates (inspection and Approval of
chambers) regulations, 2005). An application for the inspection of chambers under regulation 4 shall be
addressed to the Secretary Law Council and shall be submitted at least two months before the expiry of
certificate of approval of chambers for the previous year of the applicant and shall be accompanied by fees
in the Advocates (fees) Regulations 2004 after having met the requirements set out in regulation 5(1).
Issuance of a certificate. Where the chambers have been approved, a firm of advocates shall be issued
with a certificate of approval of chambers which shall remain valid for one year as enshrined in regulation
6.
Application for trade License. Section 8(1) of the Trade (Licensing) Act cap 79, provides that no person
shall trade in any goods or carry on business specified in the schedule unless he or she is in possession of a
trading license granted to him or her for the purpose under the Act. The application shall be made on such
a form as may be prescribed and made as in Form 1 of the schedule of the Trade (Licensing) Regulations,
2011.
1. What is the appropriate procedure for admission of new members and retirement of the
Partners?
a) Appropriate process of Admission of new members or partners.
According to Section 26(g) of the Partnership Act, Cap 110 provides that no person shall be introduced as
a partner without the consent of all existing partners.
This therefore means that for one to be added as a new member, the existing members must come to an
agreement to the effect that they admit new members into the firm. For this to be done, there must exist a
clause in the Partnership Deed allowing for admission of new partners or members.
In Bryan v Reed (1902) 2 CH 125, It was held that no person shall join a partnership without the consent
of other partners. Upon the admission of the new members, more members still be added only with the
consent of all partners.
According to Section 7 of The Business Names Registration Act, Cap 105, Whenever a change is made or
occurs in any of the particulars registered in respect of any firm or person, that firm or person shall, within
fourteen days after the change or such longer period as the Minister may, on application being made in any
particular case, whether before or after the expiration of the fourteen days, allow, furnish by sending by
post or delivery to the registrar a statement in writing in the prescribed form specifying the nature and date
of the change signed, and where necessary verified, in like manner as the statement required on
registration.
However, Section 19(1) of the Partnership Act, Cap 110 is to the effect that a person who is admitted into
an existing firm does not become liable to the creditors of the firm for anything done before he/she became
a partner
b). Process of Retirement of partners.
A partner who wishes to retire should follow the procedure in Section 28 of the Partnership Act, Cap 110
which is as follows;
A partner is required to serve a written notice ending the involvement of the partnership in the business per
Section 28(1) (a) of the Partnership Act, Cap 110.
He or she is required to issue a retirement notice to the public per Section 39 of the Partnership Act, Cap
110. This is a public notification informing the public of their retirement from the partnership through;
newspapers, the gazette
The partner should obtain consent of the partners regarding the dissolution of a partnership. This is
provided for under Section 28(1) (b) of the Partnership Act, Cap 110.
Section 28(2) of the Partnership Act, 110 states that where partners decline to give their consent to a
partner withdrawing partnership, he may continue and retire from the partnership as it is his or her right.
This is per Section 39 of the Partnership Act.
The same was stated in the case of Tower Cabinet Co. v Ingam (1949) 2 KB 397 where the issue raised
was whether the company would be able to make the defendant liable as a partner since he had failed to
give notice when he ceased being a partner.
Section 28(3) of the Partnership Act, Cap 110 is to the effect that where the partnership has originally been
constituted by deed, a notice in writing signed by the partner giving the notice in accordance with the deed
shall be sufficient for the purpose of the notice referred to in Section 28(1) (a).
The general partner shall then determine to permit a voluntary withdraw on the last day of any calendar
month or as he so wishes, but this should not be less than 15 days prior to written notice.
[Link] documents
THE REPUBLIC OF UGANDA
IN THE MATTER OF THE PARTNERSHIP ACT, 110
AND
IN THE MATTER CONTRACTS ACT, 284
PARTNERSHIP DEED
THIS DEED OF PARTNERSHIP is made this 20TH day of January 2025 by and among;
1. AINOMUGISHA ANITA
2. AKEHAYO LUCY
3. AKELLO LINDA OGADA
4. AKUMU BEATRICE
5. AKURE PETER
6. AMUKUJJE FAITH ELISABETH
7. AMUMPE ALLAN
8. ARIKOSI MARTIN DOMINIC
9. BAGUMA SIMON
10. BAIGANA BEATRICE BETA
11. BYARUHANGA GERALD
12. CHELANGAT MERCY SARAH
13. ENSINENSI ADELLAH
14. KANGAVE AMINA
15. KASULE FAROOQ
16. KIMULI HUZAIFAH
17. KIRABO SHARON
18. LOGOSE DEBORAH
19. LOTEE CALVIN
20. MIREMBE FAITH REBECCA
21. MUHWEZI DERRICK GIDEON
22. MUSASIZI SAMUEL
23. MWESIGWA DANIEL SIRWANO N
24. NABAKOOZA GLORIA ESTHER
25. NAKAFEERO ZAHARA
26. NAMIIRO AISHA LULE
27. NAMIRIMU BRIDGET
28. NSUBUGA EDMOND ERIMU
29. NUWAGIRA MARTHA
30. OCHOLA JAMES
31. OKELLO VINCENT
32. OPIO SARAH
33. SANYU IRENE
34. TUMWINE ARTHUR
35. WAFULA DERRICK OSCAR
36. WATYEMA CONNIE
37. ZIRIMENYA PAUL
38. NABIFO RACHEAL
of P.O Box 7117 Mbarara, hereinafter collectively referred to as “The Partners.”
WHEREAS the partners are committed to excelling at the Law Development Centre Bar Course and
graduate as remarkably proficient advocates;
NOW IT IS AGREED as follows;
1. PARTNERSHIP
The partners hereby form a partnership which shall be governed by the Partnership Act, the Rules and
Regulations for Passing the Bar course 2023 and the terms and conditions hereunder agreed upon.
2. NAME AND ADDRESS OF THE PARTNERSHIP
a. The name of the Partnership shall be “A4 & PARTNERS” hereinafter referred to as “the Firm”
b. The principal place of the partnership business shall be at ROOM FIRM A, Law Development
Centre, and KYOMUGORANI, Mbarara or any other designated premises as may from time to
time be agreed upon by the partners from time to time.
3. NATURE OF THE BUSINESS
a. The business of the firm shall be legal research, workshops and other academic activities aimed at
obtaining a Post Graduate Diploma in Legal Practice.
4. COMENCEMENT AND DURATION
a. The Partnership shall commence on the 20th day of January 2025, and shall subsist for a period of
one (01) year.
5. VISION
The vision of the firm is to excel at the bar course as proficient, competent and competitive advocates.
6. MISSION
The mission of the firm is to pass the bar course and acquire legal practice skills through team work.
7. STRATEGIC PLAN
The strategic plan of the firm is;
i) Proficiently participating in the academic activities of the Law Development Center and;
ii) Team work and proper management of the firm business.
8. VALUES
The core values of the firm shall consist of the following;
a) Integrity;
b) Excellence;
c) Team work;
d) Professionalism and;
e) Innovation.
9. DUTIES AND OBLIGATIONS OF PARTNERS
Every partner shall have the following duties and obligations;
a) Sharing knowledge and or academic materials with others on issues relating to business of the firm.
b) Attending at least 90% of the activities that comprise the firm’s business
c) Showing utmost good faith in carrying on the business of the firm;
d) Contributing to the business of the firm by reading and discussing statutes, cases and other relevant
material and;
e) Not engaging in any business which conflicts or competes with that of the firm.
10. RIGHTS OF PARTNERS
Every partner shall have the following rights;
a) Right to vote on any issue subject to deliberation by the firm or in accordance with the directions of the
Law Development Centre;
b) Right to notice of all firm activities;
c) Right to actively participate in the firm’s business and;
d) Right to a fair hearing in case of a dispute or complaint involving a partner.
11. PROHIBITED BEHAIVOUR
No partner shall engage in any of the following behavior;
a) Dressing unprofessionally contrary to the Law Development Center dress code;
b) Use of vulgar, demeaning and disrespectful language towards any partner;
c) Absenteeism from the business of the firm without a justifiable and notice to the firm and;
d) Any other conduct likely to cause disrepute, ridicule or hatred towards the firm.
12. MANAGEMENT
a) The management of the firm shall vest in the Firm Leader and Assistant Firm Leader whose duties
shall be to coordinate the firm’s activities in accordance with this deed and the Rules and Regulations
for Passing the Bar Course 2023.
b) .Firm Leader
The Firm Leader shall have the following duties;
i) Coordinating the firm business by organizing firm meetings upon notice to the partners;
ii) Mobilising the carrying on of workshops, allocating tasks to various partners for preparation and
presentation and;
iii) Adjudicating conflicts that may arise in the firm from time to time’
c) Assistant Firm Leader
The Assistant Firm Leader shall have the following duties;
i) Executing the duties of the Firm Leader in Paragraph (b) above in the case the firm leader is
absent;
ii) Keeping attendance records of the firm and;
iii) Executing any other duties as may be directed by the Firm Leader.
13. CONTRIBUTIONS AND PARTNERSHIP PROPERTY.
a) No partner shall make a capital contribution to the firm save for knowledge and skill.
b) Without prejudice to Paragraph (a) above, a partner may contribute property for use by the firm
save that such property shall revert to the partner upon dissolution of the partnership.
14. NOTICES
a) Notice of any firm activity shall be made by posting such notice in the WhatsApp group named
“FIRM A4 – MBARARA Campus”.
b) Any notice of a firm activity shall be made at least one (01) day to the happening of the activity
except in cases involving urgency.
c) Without prejudice to Paragraph (a) above, notice may be made by any other means deemed
adequate and efficient by the partners.
15. DISPUTE RESOLUTION
In the event that any dispute arises between or among the partners, such a dispute shall be referred to
arbitration within the firm before it is referred to any other forum for relief.
16. DISSOLUTION OF THE PARTNERSHIP
a) This partnership shall dissolve upon the completion of the bar course for the academic year
2024/2025.
b) Without prejudice to paragraph (a) above, the partnership shall be dissolved between a partner and
the other partners;
i) Upon death, bankruptcy or insanity of such a partner;
ii) Upon expulsion of such a partner from the Law Development Centre and;
iii) Upon voluntary discontinuance from the bar course by that partner.
17. AMENDMENT.
a) This agreement shall not be amended save by a majority vote of at least two third of the partners,
b) Notice of any amendment made under paragraph (a) above shall be made by delivering copies of
the amendment to all partners for the time being.
IN WITNESS WHEREOF the parties have signed this deed on the date aforementioned;
SIGNED by the said: Signature
1 AINOMUGISHA ANITA …………………………………………………
2. AKEHAYO LUCY …………………………………………………..
3. AKELLO LINDA OGADA ……………………………………………………
4. AKUMU BEATRICE …………………………………………………
5. AKURE PETER …………………………………………………..
6. AMUKUJJE FAITH ELISABETH …………………………………………………..
7. AMUMPE ALLAN ………………………………………………….
8. ARIKOSI MARTIN DOMINIC …………………………………………………..
9. BAGUMA SIMON ……………………………………………………
10. BAIGANA BEATRICE BETA ……………………………………………………
11. BYARUHANGA GERALD ……………………………………………………
12. CHELANGAT MERCY SARAH …………………………………………………….
13. ENSINENSI ADELLAH ……………………………………………………..
14. KANGAVE AMINA ………………………………………………………
15. KASULE FAROOQ ………………………………………………………
16. KIMULI HUZAIFAH ………………………………………………………
17. KIRABO SHARON ……………………………………………………….
18. LOGOSE DEBORAH ………………………………………………………..
19. LOTEE CALVIN …………………………………………………………
20. MIREMBE FAITH REBECCA ………………………………………………………….
21. MUHWEZI DERRICK GIDEON …………………………………………………………
22. MUSASIZI SAMUEL
23. MWESIGWA DANIEL SIRWANO N
24. NABAKOOZA GLORIA ESTHER
25. NAKAFEERO ZAHARA
26. NAMIIRO AISHA LULE
27. NAMIRIMU BRIDGET
28. NSUBUGA EDMOND ERIMU
29. NUWAGIRA MARTHA
30. OCHOLA JAMES
31. OKELLO VINCENT
32. OPIO SARAH
33. SANYU IRENE
34. TUMWINE ARTHUR
35. WAFULA DERRICK OSCAR
36. WATYEMA CONNIE
37. ZIRIMENYA PAUL
38. NABIFO RACHEAL
All in the presence of;
……………………………………………………………..…….
HEAD OF SUBJECT – CORPORATE & COMMERCIAL LAW PRACTICE
Drawn by:
Firm A4 & Partners
ROOM FIRM A
Law Development Centre
P.O. BOX 7112 Kampala
2.
APPLICATION FOR CERTIFICATE OF ELIGIBILITY FOR ENROLMENT
A4 ADVOCATES
P.O BOX 5550, KAMPALA,
UGANDA.
20th January, 2025.
THE SECRETARY OF THE LAW COUNCIL, 7th FLOOR, GEORGIAN HOUSE,
P.O BOX 7181, KAMPALA, UGANDA.
Dear Sir/Madam,
RE: APPLICATION FOR CERTIFICATE OF ELIGIBILITY FOR ENROLMENT.
I hereby write this letter to apply for a certificate of eligibility for enrolment.
I am Akumu Beatrice (P.O BOX 1350, Kampala). I was born on 1 st January, 2000 at Gulu Regional
Referral Hospital in Gulu City
I graduated with a Bachelor of Laws from Gulu University in 2022 and attained a Post Graduate Diploma
from the Law Development Center in 2023.
At the date of this application, I am not subject to any disentitlement or disciplinary proceedings. I have
not been convicted in and I am not subject to any pending or present criminal proceedings involving moral
turpitude.
I am not an undischarged bankrupt or the subject of any bankruptcy proceedings in any country. I therefore
pray that I be granted a certificate of eligibility for enrolment as an advocate.
Yours faithfully,
………………………….
Akumu Beatrice
FIRM A4
P.O BOX 3117, KAMPALA UGANDA
3. CERTIFICATE OF ELIGIBILITY OF ENROLLMENT
The
Form 2.
Advo
Law Council. cates
Certificate for Eligibility for Enrollment. Act.
This is to certify that Akumu Beatrice has complied with the requirements as to the acquisition of
professional skill and experience and is eligible, fit and a proper person to be an advocate.
……………..……………..
Chairperson, Law Council
4. APPLICATION FOR ENROLLMENT
FIRM A4,
P.O. BOX 5550, KAMPALA,
UGANDA
20th January, 2025.
THE CHIEF JUSTICE, COURTS OF JUDICATURE,
HIGH COURT BUILDING, PLOT 2,
P.O BOX 7085, KAMPALA, UGANDA
Dear Sir,
REF: APPLICATION FOR ENROLLMENT
I hereby write this letter to humbly apply for enrolment as an advocate of the High Court of Uganda. I
graduated with a Bachelor of Laws from Gulu University in 2022 and successfully attained a Post
Graduate Diploma from the Law Development Center in 2023.
Attached is a certificate of eligibility for enrolment issued by the Law Council and all academic documents
to necessitate the grant of this application.
It is on these grounds that I pray that my application will be granted. Much obliged:
………………………………..
AKUMU BEATRICE
FIRM A4
P.O BOX 5550, KAMPAL
UGANDA
APPLICATION FOR PRACTICING CERTIFICATE
Reg. 12.
Form 4.
Application for Practicing Certificate.
The Advocates Act
To: The Registrar
The High Court of Uganda, Kampala
1. I, Akumu Beatrice (P.O. BOX 5550, Kampala), whose name was entered in the roll of advocates
for Uganda on 20TH January, 2025, apply for the issue of a practicing certificate.
2. Attached to this application is proof of my having paid my subscription for the current year as a
member of the Uganda Law Society.
3. I send with this application the sum of 20,000 shillings for payment of the prescribed fee.
Signed:
……………………………………….
Date:
…………………………......................
STATUTORY DECLARATION ACCOMPANYING APPLICATION FOR PRACTICING
CERTIFICATE IN ACCORDANCE WITH REGULATION 12(a) of THE ADVOCATES
(ENROLLMENT AND CERTIFICATION) REGULATIONS S.1 267-1
STATUTORY DECLARATION
I, Akumu Beatrice Plot 21, William Street, P.O BOX 5550, Kampala Uganda
DO SOLEMNLY AND SINCERELY declare that I am not a person to who Section 12(1) of the
Advocates Act, Cap 267 applies. I make this solemn declaration conscientiously believing the same to be
true and by virtue of the Oaths Act.
DECLARED at Kampala in this ………………day of ………………….. 2025
BEFORE ME,
…………………………………………………………..
Magistrate/Commissioner for Oaths
APPLICATION TO LAW COUNCIL FOR CLEARANCE FOR THE USE OF A GENERIC NAME
Our Ref: A4/20/01/2025 20TH January 2025
The Secretary, Law Council,
Georgian House, 7th Floor, [Link] 7183, MBARARA
Dear Sir/Madam,
RE: CLEARANCE FOR THE USE OF A GENERIC NAME
Please refer to the above subject matter and in which we address you on behalf of our clients as follows:
1. That represent are a group of lawyers enrolled under the laws of Uganda.
2. That these lawyers intend to open up a law firm operating in Uganda under the name A4
Advocates.
3. That we file this application on their behalf seeking your approval to use a generic name A4
Advocates.
In the premise therefore, it is upon this basis that we pray that you grant this application. Much obliged
………………………………………………
Firm A4 Advocates
1. Business name to be registered. Where a business is carried on under two or more business
……..FIRM A4……….. Name, each of these business names must be stated.
2. General nature of the business:
PROFESSIONLA LEGAL SERVICES
3. Principal place of business. KYAMUGORANI, MBARARA, Street and Postal Address. P.O.
BOX 5550.
4. Present Christian name (or names), surname and age of each of the individuals who are
partners:
1. AINOMUGISHA ANITA
2. AKEHAYO LUCY
3. AKELLO LINDA OGADA
4. AKUMU BEATRICE
5. AKURE PETER
6. AMUKUJJE FAITH ELISABETH
7. AMUMPE ALLAN
8. ARIKOSI MARTIN DOMINIC
9. BAGUMA SIMON
10. BAIGANA BEATRICE BETA
11. BYARUHANGA GERALD
12. CHELANGAT MERCY SARAH
13. ENSINENSI ADELLAH
14. KANGAVE AMINA
15. KASULE FAROOQ
16. KIMULI HUZAIFAH
17. KIRABO SHARON
18. LOGOSE DEBORAH
19. LOTEE CALVIN
20. MIREMBE FAITH REBECCA
21. MUHWEZI DERRICK GIDEON
22. MUSASIZI SAMUEL
23. MWESIGWA DANIEL SIRWANO N
24. NABAKOOZA GLORIA ESTHER
25. NAKAFEERO ZAHARA
26. NAMIIRO AISHA LULE
27. NAMIRIMU BRIDGET
28. NSUBUGA EDMOND ERIMU
29. NUWAGIRA MARTHA
30. OCHOLA JAMES
31. OKELLO VINCENT
32. OPIO SARAH
33. SANYU IRENE
34. TUMWINE ARTHUR
35. WAFULA DERRICK OSCAR
36. WATYEMA CONNIE
37. ZIRIMENYA PAUL
38. NABIFO RACHEAL
If any of the individuals who are partners are of non-European origin, such individual or
individuals (as the case may be) must also state the Christian name (or names) or surname if his,
her or their fathers respectively ………………..N/A………………………
5- Nationality of each of the individuals who are partners If the Nationality stated is not the
nationality or origin, such nationality …….UGANDAN……… of origin must in any case be
stated.
6. Usual place of residence of each of the individuals who are partners.
KYAMUGORANI, MBARARA Plot, Street and Postal Address, P.O. BOX 5550
7. Date of commencement of business: 20th January 2025
……….FIRM A4………..
Signed
Dated this 20th day of January 2025
4. What are the Fees Payable
For a company or partnership to be recognized, it must be registered by registrar of companies
and there are requirements to fulfil this purpose.
S. 8 of the Trading license act cap 79, prohibits any person from operating a business without
acquiring a license.
S. 42 of the Stamp Duty Act Cap 339, provides that any instrument not duly stamped is not
admissible in evidence.
Kafero vs Turyagenda (1980) HCB 122 held that failure to register a document does not affect
its validity but rather the evidence value (if it is being relied on as evidence in court).
Document Fees Payable
Name search 20,000
Application form 50,000
Registration of any notice or order 20,000
Registration of statement of particulars 50,000
Registration fees 30,000
Filing fees 2000@document
Stamp duty 0.5%
Certification of documents 10,000@ document
Certificate of registration 30,000
Registration of each document 10,000@ document
Certificate of approval by law chambers 500,000
Registration of nominal capital 100,000
Opening a bank account 20,000
Application of Tax identification number ( TIN) 10,000
Trading license 100,000
Statutory declaration 50,000
Registration for NSSF 10,000
Insurance cover 200,000
The cost of establishing a partnership business is estimated between USD 1500-2,000.
