Changing The Purpose Of Your Business?

New year, New me! This may have been the new year resolution for your business… And for one reason or the other, you may have decided that change must happen this year! The pandemic may have hit that business so hard that you are unprepared to carry on with the risk of future uncertainties. It could be that the business is no longer as profitable as you had previously expected, and it has therefore become impossible to cope with debts. For whatever reasons, your decision to change might be already signed and sealed. Whether it is a change of business ownership where you intend to sell the business or a change of business type where you simply want to switch to another kind of business, it is advisable that the change is appropriately managed so that the change is both profitably and lawfully sound.

Where the change is merely a change of business type, say from a school to a Guest House, it is not enough for you to merely convert those classrooms into Guest House suites and that football pitch into spectacular gardens. It is rather advisable that, with the assistance of your Lawyers, you go ahead and adjust your Memorandum of Association to reflect the new type of business you have switched to. Having made these changes, it is also advisable that you avoid the wrath of local authorities and regulators by securing a trading license and permit that is specifically applicable to your new type of business, before you even start out. After all these have been done, remember to brand your new business and consult your Lawyers on how you can secure legal protection for that new brand.

If the change in the business is actually a sale and transfer to a new business-owner, there has to be more than just handing over the physical properties and Management of the business. Before you even find a buyer, it is first important to do an exhaustive valuation of your business, beyond its visible properties. Having considered that piece of land housing the premises, buildings and that business van, the valuation must also consider any licenses and permits that the business has. Further consideration should be made of the intangible properties of the business, including such things as intellectual properties and the brand of the business, which is an asset if the business has some reputation in the market. With the assistance of your Lawyers, you shall be in position to secure a befitting valuation of your business, and therefore a befitting and not a ‘throw-away’ price.

After you have appropriately valued your business and have got a buyer, it is advisable that you complete a transfer of ownership in accordance with the procedure required by law and the Uganda registration Services Bureau. If the business is sold, there will be implications for the employees of your business. Once again, your Lawyers ought to be involved in assisting you to comply with the requirements of employment law so that you lawfully transfer both the business that you are selling and its employees, to the purchasing business. There may also be some tax and liability issues to address. Don’t hide your head in the sand. Uganda Revenue Authority penalties are not a joking subject.  These procedures are not mere formalities, but rather they will help shield you from any disputes that may arise thereafter, whether related to employment or otherwise. It is therefore in your best interest to walk every step of your intended change to a new you, with your Lawyers to cultivate your growth, and happiness with minimal risks of future liability.



Claire Amanya Rukundo-Kakeeto

Claire is the Founder & Managing Partner of CR Amanya Advocates & Solicitors. She is a Rotarian, a UK trained lawyer, Advocate, a Commissioner of Oaths, a Notary Public, Insolvency Practitioner and a Certified Chartered Secretary with over twelve years’ experience in legal practice. Claire has previously acted as counsel and relationship manager to a number of leading multi-national companies operating and/or engaged in transactions in Africa such as Standard Chartered Bank, Barclays Bank, Lloyds TSB, African-Import Export Bank (Afrexim Bank). Not to mention regional companies like SABMiller, Tullow Oil Operations Pty, Total E& P Uganda B.V, Toyota Uganda, Helios Towers, AECOM Government Services et al.

Email: Phone: +256772484003


Frank Rovin Wadidi

Frank is a Lawyer working with CR. Amanya Advocates & Solicitors. He holds a Bachelor of Laws Degree from Makerere University, Kampala, and is currently a candidate for the Postgraduate Diploma in Legal Practice of the Law Development Centre. Frank joined the firm in November 2021, and his work at the Firm spans across the Litigation & the Corporate & Commercial Departments.

Email: Phone: +256705444656

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