How to Apply for a Brokers/Dealers License in Uganda

The eligibility for the grant of a stock/dealer’s licence is restricted to institutions committing funds for investment as principals in securities dealings. How to Apply for a Brokers/Dealers License in Uganda. Validity: 1 Year [A Licence shall be valid for one year and may be renewed annually upon application to the Authority. Maximum Processing Time: 45 Days

• Application Fees: 500,000 UgShs
• License Fee: 500,000 UgShs
• Renewal Fee: 1,500,000 UgShs

Here is How to Apply for a Brokers/Dealers License in Uganda

1. A person who intends to conduct activities in a capacity of a broker/dealer shall apply to the Authority for a Licence or approval in Form 1 and Form 2 respectively as the case may be.
2. Carefully read and fill the appropriate form 1 or form 2 (broker/Dealer) attach the following documents:
   • Evidence of payment of the fees
   • The certificate of incorporation;
   • The memorandum and articles of association;
   • a statement of the un-audited accounts for the period of the accounting year ending not earlier than six months prior to the date of application and audited accounts for the preceding two years;
   • in the case of a broker/dealer a letter from the securities exchange stating that the applicant meets all the relevant requirements of that securities exchange and that the securities exchange would admit the applicant, if licensed by the Authority.
   • a business plan containing the management structure;
   • the particulars of the directors,
   • including one or more executive directors, their qualifications, experience and expertise, addresses and details of other directorships;
   • the shareholding structure which shall disclose whether any of the shareholders will have an executive role to oversee the day to day operations of the business;
   • the evidence of paid up share capital of a minimum amount of fifty million shillings in the case of a stockbroker and twenty million shillings in the case of a dealer;
   • the particulars of the proposed management and qualifications of key personnel;
   • the financial projections for three years;
   • in the case of a broker, the proposed information technology and access to the trading network in compliance with the trading, clearing, delivery and settlement requirements of the securities exchange to which the applicant intends to be admitted as a trading participant;
   • One bank reference;
   • Information on the ability to run the business for two (2) years;
   • the particulars of the proposed premises suitably located and equipped to provide satisfactory service to clients in the field of activity to which the licence relates or evidence acceptable to the Authority that such premises will be available;
   • the staff capable of providing professional services to clients in the field of activity to which the licence relates or evidence acceptable to the Authority that such staff will be available;
   • the particulars of the proposed independent auditor;
   • a declaration that no person is a director or holds beneficial interest either directly or indirectly in more than one trading participant of a securities exchange; and
   • Such additional documents the Authority may require
3. After completion to fill and attach all the required documents as stated above attach a certificate of good character, competence and experience.
4. Proceed to the bank to pay the prescribed fees for application and Licence fee and attach the bank payslip to the application before submission.
5. Once you have fulfilled all requirements and payment of the admission fee prescribed by the Authority, proceed to the Authority to submit your application including all the required documents.
6. The issuance officer after checking and satisfied with your submission will give you a claim slip/stub that states you have submitted your application form to the authority for review.
7. The Authority shall consider an application and inform of the applicant of its decision within thirty days after the application has been lodged with it, except that where the application is incomplete, the period of thirty days shall be calculated from the time that a complete application is submitted to the authority.
8. Where the authority fails to make a decision within thirty days of submission of a complete application, the authority shall immediately notify the applicant of the reasons for the delay.
9. The authority shall, before granting a Licence or an approval satisfy itself-
   • that the applicant is a company with the minimum share capital as the Authority may prescribe,
   • that none of the directors of the company—
   • has been declared bankrupt;
   • has been a director of a company that has been denied a Licence or approval in any other jurisdiction;
   • that management and the Board of the applicant possess the minimum qualifications required by the Authority;
   • in the case of a stockbroker, dealer or any other person prescribed by the Authority, that the applicant has lodged a security or deposit in such sum as may be determined by the Authority or an equivalent bank guarantee or bond .
   • that the applicant has the necessary administrative capacity to carry on the business for which the approval is required;
   • in the case of an application for a stockbroker’s Licence, that the applicant shall carry on business solely on behalf of its clients;
   • in the case of an application for a dealer’s Licence, that the applicant shall carry on business solely on the applicant’s own behalf;
   • that the persons engaged or to be engaged in the position of management or other capacity are fit and proper persons.
10. The applicant on successful fulfillment of all the requirements as prescribed by the Authority shall grant a Licence if it appears to it, from the information furnished by the applicant and having regard to any other information in its possession, that the applicant is a fit and proper person to carry on the business for which the application is made and provide the services described in the application.
    • The applicant shall be approved as a trading member of a securities exchange and stockbroker /dealer license be granted.
11. A license or approval granted to a partnership to operate as a commodities broker shall authorize the carrying on of capital markets business in the names of the partnership in which the license is granted or with the consent of the Authority in the name of any partnership or person which succeeds the partnership.

Note: Where more information is required and it is not provided within 3 months of request, the application shall be deemed to expire and a fresh application filed along with the required fee (application fees) as provided in the regulations.

Required Documents

• Completed form 1 signed by the applicant.
• Certified copy of Articles and Memorandum of Association.
• Certified copy of Certificate of Incorporation.
• Organizational structure.
• Complete CVs of Board of Directors.
• Copies of the passport for the directors.
• Coloured passport photos for the directors.
• Complete CVs of Senior management staff.
• Coloured passport photos for all the staff.
• Copies of identification cards for the staff.
• Capital requirement: Paid up capital and reserves of not less than Ugsh. 150 million for a fund manager license; For broker dealer, a net capital of Ugx. 15,000,000.to 20,000,000
• A full set of latest audited financial statements.
• A comprehensive business plan.
• Internal controls ( risk management, operational controls, procedures manuals).
• Contact details of three independent referees supporting the application.
• Evidence of payment of fees.
• Evidence of a Taxpayer Identification Number (TIN).
• Copy of the current bank statement.
• Certificate of good conduct from the police, for the Directors of the company.
• Details of the custodian bank(s) in Uganda.

Office Locations & Contacts

Capital Markets Authority. – Head Office,
Uganda Business Facilitation Center,
8th Floor 1 Baskerville Avenue ,Kololo,
Uganda
Postal Address: P. O. Box 24565
Kampala, Uganda.
Fax +256 414 342 803
Phone: +256-414-342788/91
Tel: +256 – 312 – 264950/1
Email: info@cmauganda.co.ug
Website:Link

Sample Documents

SCHEDULES

Schedule 1

FORM 1

(Reg.4)

THE CAPITAL MARKETS (LICENSING AND APPROVALS) REGULATIONS, 2018

APPLICATION FOR AN APPROVAL OR LICENCE TO CONDUCT THE BUSINESS OF A, STOCKBROKER, DEALER, TRANSACTION ADVISER, AUTHORISED REGISTRAR, CUSTODIAN, INVESTMENT ADVISER, FUND MANAGER, INVESTMENT HOUSE

Application is made for a stockbroker/dealer/investment adviser/fund manager/ investment house/stock exchange (tick as appropriate)
approval of licence/renewal of licence (delete where inapplicable) under the Act and the following statements are made in respect thereof:
Note If space is insufficient to provide details, please attach annexure(s).
Any annexure(s) should be identified as such and signed by the signatory of this application. Information provided should be as at the date of the application or renewal.
1. Name of company…………………………………………………………… Limited
2. Registered office………………………………………………………………………
3. Date of incorporation…………………………………………………………………
4. Address
…………………………………………………………………….………….
5. E-mail ………………………………………..
6. Location, address and telephone number of principal office……………………….
………………………………..………………..……………………………………………….
7. Location, address and telephone number of branch offices ………………………. . ………………………………………………………………………………………….
8. Details of capital structure:
(a) Nominal capital (ushs.) ……………………………………
(b) Number of shares ………………………………………….
(c) Paid-up capital (ushs) …………………………………….
. 9. Shareholders (please attach a list indicating the name, address & telephone number and the number of shares held)
10.(a) Directors (please attach a list of the names, identity card/passport number, date of appointment, date of birth, Permanent address & telephone number academic or professional qualification and number of shares held in the company)
(c)Secretary Name………………………………………………………………………………
(d)Address …………………………………………………………………………… Whether he or she is a member of the Institute of Certified Chartered Secretaries 27
(c) Chief executive and other key personnel
(please attach a list indicating the name identity card/passport number, date of appointment, date of birth Permanent address & telephone number academic or professional qualification and number of shares held in the company, if any)
11. Particulars of other directorship(s) of the directors and secretary. (Directorships in another company) …………………………………………………………………………
12. Particulars of shares held by directors or secretary in other companies …………………………………………………………………………………………
13. Has the applicant or any of its directors, secretary or members of senior management at any time been placed under receivership, declared bankrupt, or compounded with or made an assignment for the benefit of his creditors, in Uganda or elsewhere? Yes/ No. If ‘yes’, give details ……………….……………………………………………………
14. Has any director, secretary or senior management of the applicant been a director of a company that has been-
(a) denied any licence or approval under the Capital Markets Authority Act or equivalent legislation in any other jurisdiction: Yes/No. (tick appropriately) If Yes, give details. ………………………………………………………………….
(b)providing banking, insurance, financial or investment advisery services whose licence has been revoked by the appropriate authority? Yes/No.(tick appropriately) If Yes, give details. …………………………………………………
(c) subjected to any form of disciplinary action by any professional body of which the applicant or any of its director was a member? Yes/ No. (tick appropriately) If yes, give details. ……………………………………………………………………
15. Has any court ever found that the applicant, or a person associated with the applicant was involved in a violation of the Capital Markets Authority Act or Regulations thereunder, or equivalent law in another Jurisdiction? Yes / No. (Tick appropriately) If ‘yes’, give details. ………………………………………………………………
16. Is the applicant and/or a person associated with the applicant now the subject of any proceeding that could result in a ‘yes’ answer to the above question (15)? Yes/No. (Tick appropriately) If ‘yes,’, give details. …………………………………………………………………………………..
17.(1) Is the applicant, or any shareholder, director or the secretary of the applicant, a member or director of a member company of any securities exchange? Yes/ No. (tick appropriately) If ‘yes’, give details.
……………………………………………………………………………………
(2) Have any of the above persons been – 28 (a) refused membership of any securities organization? Yes / No. (tick appropriately) If ‘yes’, give details ……………………………………………………………………………………
(b) expelled from or suspended from trading on or membership of any securities organization? Yes/No. (tick appropriately) If ‘yes’ give details ……………………………………………………………………………………
(c) subjected to any other form of disciplinary action by any stock exchange? Yes/No. (tick appropriately) If ‘yes’, give details. ……………………………………………………………………………………
18. Attach a list of business references: Name Address Telephone number(s) Occupation
19. Profile of the chief executive and key employees in the applicant company: Name Post Qualifications Experience 20. List the office facilities of the applicant …………………………………………………………………………………..
21. State the exact nature of the activity to be carried on which obliges the applicant to apply for a licence from the Capital Markets Authority. ………………………………………………………………………………….
. 22. State the securities exchange at which the applicant intends to seek membership (Full member/Associate member) delete where inapplicable …………………………………………………………………………………
23. Any other additional information considered relevant to this application: …………………………………………………………………………………..
We ………………………………… (Director), …………………………… (Director) and ………………………………. (Secretary)
declare that all the information given in this application and in the attached documents is true and correct. Dated this …………………… day of ……………………. 20 ….. Signed:……………………………………….…)Director ………………………………………….)Director …………………………………………) Secretary

FORM 2.
Application for a Licence to Conduct the Business of a Commodities Broker

PART I—COMPANIES.
(To be completed only by applicants who are companies)
1. Particulars of the Company (a) Name of company
________________________________
(b) Registered office ______________________________________
(c) Date and place of incorporation ___________________________
(d) Address, telephone and fax numbers of principal place at which the business of the applicant is to be carried on ______________
____________________________________________________
(e) Details of capital structure—
(i) authorised capital, ____________ shillings
(ii) paid-up capital, _______________ shillings
(iii) types of shares issued ______________________________
(f) Details of shareholders—
50.Particulars of shareholders, Directors and Secretary
(a)Share holders Name Address Amount of shares held Date of acquisition
(b) Particulars of directors and secretary Name residential address Date of birth Educational qualifications Office held
Date of appointment
3.Set out the name and address of each person who, directly or indirectly, exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors.
________________________________________________________________________
__________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
PART II—INDIVIDUAL APPLICANTS AND PARTNERSHIPS
(To be completed by individual applicants and partnership)
4.Particulars (In the case of a partnership, attach the particulars of all parties)
(a) Name __________________________________________
(b) Date of birth __________________________________________
(c) Occupation ___________________________________________
(d) Residential address ____________________________________
(e) Address, telephone and fax numbers of principal place at which the business of the applicant is to be carried on ______________
(f) Academic qualifications ___________________
____________________________________________________
5. Due diligence questions
(1) Does the applicant have an interest in one or more shares in any company the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5 percent of all the issued shares of the company?
_____________________________
(2) Has the applicant within the past ten years—
(a) been a member or partner in a member firm of a securities exchange? ___________________________________________
(b) carried on business under any name other than the name or names shown in this application? _______________________________
(c) been censured or disciplined by any professional body, society or association of which he or she was or is a member? ____________
(If “Yes”, attach annexure giving details, including name of the professional body, society or association.)
(d) been convicted of any offence other than a traffic offence in Uganda or elsewhere or are there any proceedings now pending which may lead to such a conviction? ______________________
(If “Yes”, attach annexure giving full details of the convictions or proceedings.)

PART III – DUE DILIGENCE
(To be completed by all applicants, whether companies or individual applicants.)
3. Internal control mechanisms
(a) State the type of clients with whom the applicant proposes to do business ___________________________________________________ ____________________________________________________

(b) Describe in detail the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt for the proposed business ___________________________________________________ ____________________________________________________
(c) State in detail the experience of the applicant and his or her management staff in the proposed business ____________________________________________________ ____________________________________________________
(d) State in detail the activity and the manner in which the applicant proposes to conduct the business for which the applicant requires a commodities broker’s licence.
_____________________________________________________ _____________________________________________________________
(e) Is the applicant or any director or secretary of the applicant company a director of any company in Uganda or elsewhere? ____________
Answer “Yes” or “No”; if “Yes”, give details of—
(i)names of companies ____________________________________
(ii)places of incorporation ______________________________ and
(ii)dates of appointment ___________________________________
(f)(Answer “Yes” or “No” in the space provided. If “Yes”), attach annexures giving all relevant particulars Has the applicant or any director or secretary of the applicant company within the past ten years— (i)been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities? ___________________________________________
(ii)been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place? ____________
(iii)been refused the right or restricted in its or his or her right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place? _______________________________________________
(iv)been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange? ______________
(iv)been refused membership of any securities exchange? _________
(v)been known by any name other than the name or names shown in this application? _____________________________________
(vi)had judgment, including findings in relation to fraud, misrepresentation or dishonesty, given against him or her in any civil proceedings in Uganda or elsewhere? __________________
(vii) (If “Yes”, using an annexure, give full details, including whether judgment is unsatisfied.)
(ix) been declared bankrupt or compounded with or made an arrangement for the benefit of his or her creditors, in Uganda or elsewhere? ___________________________________________
(x) been engaged in the management of any company other than those referred to in answer to question 11? __________________
(xi) been refused a fidelity or surety bond in Uganda or elsewhere? ____________________________________________________
13. Details of the employment and business activities of the applicant or of each director and secretary of the applicant company during the previous ten years. Name of individual applicant or director or secretary of applicant company Name and address of employer (if self-employed, so state) Nature of business or activity Description of duties in relation to the employment Period of employment or activity (give exact dates)
14. Additional information Set out additional information (including any formal qualifications or training and the name of the institution that conducted the course) considered relevant to this application.
15. References Set out below details of two persons (who are not related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant or each director or secretary of the applicant company has had regular contact over the past five years and of whom the authority may inquire regarding the applicant’s character and reputation.
Name Address Occupation ___________________ ___________________________ ____________ ___________________ ___________________________ ____________
16. I am aware of the provisions of section 37 of the Act relating to false statements made in applications. 17. I declare that all information given in this application and in the attached annexures (if any) is true and correct. __________________________ _________________________________
Dated this……day of ……………..20..
1. ……………….(signature of Applicant) ………………………….(Name of applicant/director/)
2. …………………(signature of secretary)
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