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The Capital Markets Authority of Uganda issued the Collective Investment Schemes (Licensing) Regulations, 2025 to establish a unified licensing framework for collective investment schemes, authorised corporate directors, trustees, and depositories. The Regulations mandate structured application procedures, specify required financial and operational documentation, and set a two-month decision timeline for licence grants or refusals. Licensees must comply with ongoing obligations including displaying their licences, notifying the Authority of material changes or business cessation, and applying for timely renewals while adhering to prescribed fees.
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STATUTORY INSTRUMENTS
2025 No. 49
THE COLLECTIVE INVESTMENT SCHEMES
(LICENSING) REGULATIONS, 2025
Arrangement of Regulations
Regulation
Citation
Interpretation
Application
Application for licence
Documents to accompany an application for a licence
Eligibility to make application
Statement of financial resources
Request for additional information
Exemptions
Grant of licence
Refusal to grant licence
Form of licence
General conditions of licence
Notification to Authority
STATUTORY INSTRUMENTS
SUPPLEMENT No. 20 16th May, 2025
STATUTORY INSTRUMENTS SUPPLEMENT to The Uganda Gazette No. 38, Volume CXVIII, dated 16th May, 2025 Printed by UPPC, Entebbe, by Order of the Government.
Application for renewal of licence
Replacement of licence
Display of licence
Revocation of S.I. No. 99 of 2003
SCHEDULE – FORMS
Form 1 Application for licence for Unit Trust Scheme Form 2 Application for licence for Investment Company with Variable Capital Form 3 Application for licence for Authorised Corporate Director or Unit Trust Manager Form 4 Application for licence for Depository or Trustee of Collective Investment Scheme Form 5 Licence Form 6 Renewal of licence
STATUTORY INSTRUMENTS
2025 No. 49
The Collective Investment Schemes (Licensing) Regulations, 2025 (Under sections 29 and 30 of the Collective Investment Schemes Act, Cap. 65) IN EXERCISE of the powers conferred on the Capital Markets Authority by sections 29 and 30 of the Collective Investment Schemes Act, Cap. 65, these Regulations are made this 24th day of March, 2025.
(2) The application for a licence referred to in subregulation (1), shall be made in accordance with the forms in the Schedule to these Regulations, and submitted to the Authority in triplicate.
5. Documents to accompany an application for licence
The application referred to in regulation 4 shall be accompanied by the following documents– (a) In respect of an Investment Company with Variable Capital– (i) the draft instrument of incorporation which shall comply with the requirements under Part 1 of
Schedule 1 to the Act and Part 2 of the Collective
Investment Schemes (Investment Companies with Variable Capital) Regulations, 2004; (ii) prospectus containing the Information specified in Part II of Schedule 1 to the Act and Part III of the Collective Investment Schemes (Investment Companies with Variable Capital) Regulations, 2004; (iii) Memorandum and articles of association that allow for free transfer of shares; (iv) a statement of the particulars of the directors of the company; (v) details of the corporate name and registered or principal office of the depositary of the scheme; (vi) a statement of the proposed company’s head office; (vii) bank reference; (viii) two professional or businessreferences and a letter of consent to act as an Authorised Corporate Director;
(ix) letter of consent to act as a depository; (x) proof of payment of the prescribed fees in the Collective Investment Schemes (Fees) Instrument, 2016; and (xi) letter of consent to act as an auditor. (b) In respect of a Unit Trust Scheme– (i) the Trust Deed that complies with the requirements under Part III of Schedule 1 to the Act and Part II of the Collective Investment Schemes (Unit Trusts) Regulations,2003; (ii) the Scheme particulars that contains the matters specified in Part IV of Schedule 1 to the Act and
Part III of the Collective Investments Schemes (Unit
Trusts) Regulations, 2003;
(iii) a statement of the corporate name and registered office of the manager or operator; (iv) a statement of the corporate name and registered or principal office of the trustee; (v) letter of consent to act as a trustee; (vi) letter of consent to act as a manager; (vii) proof of payment of the prescribed fees in the Collective Investment Schemes (Fees) Instrument, 2016; and (viii) letter of consent from a certified auditor. (c) In respect of a Unit Trust Manager– (i) an instrument of incorporation;
(ii) Memorandum and articles of association; (iii) a statement of the corporate name, registered office and principal place of business; (iv) a statement of the particulars of the directors of the company; (v) the address of a place in Uganda for the service of the applicant of any notice or other document required or authorised to be served on the applicant under the Act and the Regulations; (vi) evidence of minimum net capital of Uganda Shillings two hundred million; (vii) certified audited financial statements and auditor’s reportforthe preceding three years where applicable; (viii) a detailed statement of the applicant’s assets and liabilities; (ix) notice of the place at which the register of interests in securities is to be kept; (x) proof of payment of the prescribed fees in the Collective Investment Schemes (Fees) Instrument, 2016; (xi) a bank reference; (xii) two professional or business references; (xiii) specify any other activities other than the activity in relation to the scheme which the manager proposes to be engaged in; (xiv) a statement of the individual name and address or statement of the corporate name, registered office and principal place of business of any controller of the body corporate; and (xv) a letter of consent to act as an auditor.
(d) In respect to an Authorised Corporate Director– (i) instrument of incorporation; (ii) Memorandum and articles of association; (iii) a statement of the corporate name, registered office and principal place of business; (iv) a statement of the particulars of the directors of the company; (v) the address of a place in Uganda for the service of the applicant of any notice or other document required or authorised to be served on him or her under the Act and the Regulations; (vi) evidence of the minimum net capital of Uganda Shillings two hundred million; (vii) certified audited financial statements and auditor’s reportforthe preceding three years where applicable; (viii) a detailed statement of the applicant’s assets and liabilities; (ix) notice of the place at which the register of interests in securities is to be kept; (x) proof of payment of the prescribed fees in the Collective Investment Schemes (Fees) Instrument, 2016; (xi) a bank reference; (xii) two professional or business references; (xiii) a statement to specify any other activities other than in relation to the scheme which the Authorised Corporate Director proposes to be engaged in; (xiv) a statement of the individual name and address or statement of the corporate name, registered office
and principal place of business of any controller of the body corporate; and (xv) a letter of consent to act as an auditor. (e) In respect of a Depositary or Trustee– (i) instrument of incorporation; (ii) Memorandum and articles of association; (iii) statement of assets and liabilities; (iv) a statement of the corporate name, registered office and principal place of business; (v) a statement of the particulars of the directors of the company; (vi) audited financial statements and auditor’s report for the preceding three years; (vii) a certificate of no objection from its regulatory body; (viii) the address of a place in Uganda for the service of the applicant of any notice or other document required or authorised to be served on him or her under the Act and the Regulations; (ix) a bank reference; (x) two professional or business references; (xi) a statement of the individual name and address or statement of the corporate name, registered office and principal place of business of any controller of the body corporate; and (xii) proof of payment of the prescribed fees in the Collective Investment Schemes (Fees) Instrument, 2016.
Eligibility to make application
An application for licensing under regulation 4 shall be made by a body corporate except that in the case of an application to be licenced as a trustee or depositary shall be made by a financial institution as defined in the Financial Institutions Act or an insurance company as defined in the Insurance Act.
Statement of financial resources
Subject to regulation 5, an application for a licence or renewal of a licence shall be accompanied by a detailed statement of the financial, personnel, systems and other relevant resources available to the applicant to undertake the licenced business.
Request for additional information
The Authority may request an applicant to submit additional information to the authority with the period specified in the request for purposes of processing the application for a licence.
Exemptions
The Authority may, for a justifiable cause, exempt an applicant from any or all the requirements of this part and prescribe other requirements for such an applicant.
Grant of licence
(1) The Authority shall consider an application and inform the applicant of its decision within two months after the application has been lodgedwith theAuthority exceptthatwhere additionalinformation has been requested by the Authority, the period of two months shall be calculated from the time that the additional information is submitted to the Authority. (2) Where no decision is made by the Authority within the period stated in sub regulation (1), the Authority shall immediately notify the applicant of the reasons for the delay.
Refusal to grant licence
(1) Where the Authority refuses to grant a licence to the applicant under these Regulations, the Authority shall communicate to the applicant in writing, stating the reasons for refusal to grant a licence. (2) A person aggrieved by the decision of the Authority for grant of a licence may within twenty one days after receipt of the communication under subregulation (1), make written representations to the Authority and, if desired, oral representations to a person appointed for that purpose by the Authority. (3) The Authority shall within fourteen days from the date written or oral submissions are made, make a final decision and communicate the decision to the applicant in writing.
Form of licence
A licence granted by the Authority shall be in Form 5 in the Schedule to these Regulations.
General conditions of licence
The licence granted under these Regulations shall be subject to the following conditions— (a) the licence shall be personal to the applicant and shall not be transferable; (b) a licensee shall upon making a decision to make an alteration on any matter in respect of which the applicant has supplied or was required to supply information to the Authority in the course of making the application for that licence, immediately give written notice to the Authority of— (i) any proposed alteration;
(ii) the occurrence of any event which he or she knows that may affect in any material respect the operations of the licence; or (iii) any change in the management staff and, where the applicant is a company, any change in the directors of the company; (c) a licensee shall comply with any directions which may be given by theAuthority in respect of a proposed alteration or occurrence of the event or change notified to the Authority under paragraph (b) or (c) of this regulation; (d) a licensee shall not carry on or hold himself or herself out as carrying on any business other than that permitted by his or her licence.
14. Notification to Authority
A licensee shall notify the Authority– (a) where there is a change in the principal place of business; and (b) where the licensee ceasesto carry on the licenced business.
15. Application for renewal of licence
(1) An application for renewal of a licence shall be made to the Authority within thirty days before the expiration of the licence. (2) The application for renewal of a licence shall be in Form 6 in the Schedule to these Regulations, and shall be accompanied by the annual licence fee prescribed in the Collective Investment Schemes (Fees) Instrument, 2016. (3) In determining whether to renew a licence, the Authority shall consider the extent of compliance by the applicant to the provisions of the Act and the Regulations.
SCHEDULE
FORMS
Regulations 4(2), and 5(b)
FORM- 1
THE COLLECTIVE INVESTMENTS SCHEMES ACT Application for licence for Unit Trust Scheme Notes:
If space is insufficient to provide details, please attach annexure(s). Any annexure should be identified as such and signed by the signatory to this application.
Regulations 4(2) and 5(a)
FORM 2
THE COLLECTIVE INVESTMENTS SCHEMES ACT Application for Licence for Investment Company with Variable Capital Notes:
If space is insufficient to provide details, please attach annexure(s). Any annexure should be identified as such and signed by the signatory to this application.
Name of Scheme:
……………………………………………...…………………………
Proposed Authorised Corporate Director of Scheme
……………………………………………...…………………………
Attach all the documents referred to in regulation 5 (a) of these
Regulations
To be completed by the applicant company except where indicated otherwise:
Particulars of Directors
Names Address Citizenship Qualifications Experience
Each Director other than the ACD should complete sections 5 – 9
below:
(a) Name ............................................................
(b) Date of birth.....................................................
(c) Occupation......................................................
(d) Address.............................................
(e) Address, telephone and fax numbers of principal place at which
the business of the director is carried on............................................
(f) Academic and professional qualifications ……………………………………………...…………………………
Does the director 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% of all the issued shares of the company ..........................................
If so, please give details
……………………………………………...…………………………
……………………………………………...…………………………
Has the director within the past 10 years either in Uganda or abroad
(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? …………….If so, please give details……………………….… (c) been censured or disciplined by any professional body, society or association of which he was or is a member? (If “Yes”, attach annexure giving details, including name of the professional body, society or association). …………….If so, please give details………………………........................................................… ……………………………………………...…………………………
(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.) ................................
8. I am aware of the provisions of section 79 of the Collective
Investments Schemes Act, 2003 relating to false statements made in applications.
9. I declare that all information stated in this application and in the
attached annexures is true and correct to the best of my knowledge.
Date: ......................................................................
Signature: ......................................................................
(Name of Director)
On behalf of the applicant
Date ........
†Signature......................................................................
(Director/Secretary*)
*Delete whichever is inapplicable.
Regulations 4(2) and 5(c), (d)
FORM 3
THE COLLECTIVE INVESTMENTS SCHEMES ACT Application for Licence for Authorised Corporate Director or Unit Trust Manager Notes:
If space is insufficient to provide details, please attach annexure(s). Any annexure should be identified as such and signed by the signatory to this application.
Type of licence required (Tick whichever is applicable)
(a) Authorised Corporate Director
(b) Unit Trust Manager
(a) Is the business indicated in (1) above, the core principal business
carried on by the applicant? Yes / No (b) If no, in (a) above, indicate other businesses the applicant is engaged in or proposes to be engaged in
Indicate area of proposed business for which the operator requires a
licence……………………………………………………..
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.................................
...........................................................................................................
Details of capital structure—
(a) Authorised capital, Ug. Shs..................................
(b) Paid up capital, Ug. Shs......................................
(c) Types of shares issued........................................
(d) Restrictions on share transfers
Details of Shareholders:
Name Address Amount of shares held Date of Acquisition
Particulars of Directors
Names Address Citizenship Qualifications Experience
Details of Key Officers
Name Educational qualifications Professional qualifications
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: ......................................................................
Each Director and Key Officer should complete sections 10 - 13
(a) Name ............................................................
(b) Date of birth.....................................................
(c) Occupation......................................................
(d) Address.............................................
(e) Address, telephone and fax numbers of principal place at which
the business of the applicant is to be carried on....................................
..........................
(f) Academic and Professional qualifications.................................
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% of all the issued shares of the company?............................. If so, list……
Has the applicant within the past 10 years in Uganda or abroad —
(a) been a member or partner in a member firm of a securities exchange?…………….Ifso,pleasegivedetails…………………….… (b) carried on business under any name other than the name or names shown in this application? …………….If so, please give details…………….… (c) been censured or disciplined by any professional body; society or association of which he was or is a member? (If “Yes”, attach annexure giving details, including name of the professional body, society or association).…………….Ifso, please give details………………….… (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.) ..........................................
............
13. I am aware of the provisions of section 79 of the Collective
Investments Schemes Act relating to false statements made in applications.
14. I declare that all information stated in this application and in
the attached annexure (if any) is true and correct to the best of my knowledge.
Date: .....................................................................
Signature: ......................................................................
Job Title: .....................................................................
15. To be completed by all applicants
(a) State the type of clients with whom the applicant proposes to do business……………………………………………… (b) Describe in detail the organisational structure and internal control procedureswhich the applicant has adopted or proposesto adopt for the proposed business………………………………………… (c) State in detail the experience of the applicant and his or her management staff in the proposed business ………………………………………………………………………..
16. State in detail the activity and the manner in which the applicant
proposes to conduct the business for which the applicant requires a licence ……………………………………………………………………..
17. Is any Director or Secretary of the applicant company, a Director
of any company in Uganda or elsewhere? Yes/No if Yes, give details of— (a) names of companies;……………………………….
(b) places of incorporation;……………………………….
(c) dates of appointment…………………………………...
18. Has the applicant or any, Director or Secretary of the applicant
company within the past 10 years—
(a) been licenced or registered in any place under any law which requires licensing or registration in relation to the proposed business?.........................................................………… (b) been licenced,registered or otherwise authorised by lawto carry
on any trade, business or profession in any place?............................
(c) been denied 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? …………………………………………………………………….. …………………………………………………………………….. (d) been known by any name other than the name or names shown in this application? …………………………………………………………………….. …………………………………………………………………….. (e) had judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him or her in any civil proceedings, in Uganda or elsewhere? (If “yes’: using an annexure, give full details, including whether judgement is unsatisfied)
...............................................................................................................
.
(f) been declared bankrupt or compounded with or made an arrangement for the benefit of his creditors, in Uganda or elsewhere?
.......................................................................................................
(g) been engaged in the management of any company other than those referred to in answer to question 11?
.............................................................................................................
…………………………………....…………………………………..
(h) been denied a fidelity or surety bond in Uganda or elsewhere?
...........................................................................................................
……………………………………………………………………..
19. Set out below, details of, Director and Secretary and Key
Officer of the applicant company employment and business activities, during the previous 10 years. Name of individual or director or secretary of applicant company Name and address of employer Nature of business or activity Description of duties in relation to the employment Period of employment or activity (give exact dates)
20. For each person named in 19 above, 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.
21. 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 each Director or Secretary or Key Officer 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 Attach all the documents referred to in regulation 5 (c) or (d) of these Regulations.
Regulations 4(2) and 5(e)
FORM 4
THE COLLECTIVE INVESTMENTS SCHEMES ACT Application for Licence for Depositary or Trustee of Collective Investment Scheme Notes:
If space is insufficient to provide details, please attach annexure(s). Any annexure should be identified as such and signed by the signatory to this application.
Type of licence required (Tick whichever is applicable)
(a) Depositary
(b) Trustee
Is the business indicated in (1) above the core principal business
carried on by the applicant? Yes / No
If no, in (a) above, indicate other businessesthe applicant is engaged
in or proposes to be engaged in
Indicate area of proposed business for which the operator requires
a licence—
A statement of the corporate name, registered office and principal
place of business
Particulars of Directors
Names Address Citizenship Qualifications Experience
Details of Key Officers
Name Educational qualifications Professional qualifications
State the type of clients with whom the applicant proposes to do
business;
Describe in detail the organizational structure and internal control
procedures which the applicant has adopted or proposes to adopt for the proposed business;
State in detail the experience of the applicant and his or her
management staff in the proposed business.
State in detail the activity and the manner in which the applicant
proposes to conduct the business for which the applicant requires a licence.
Has any key officer of the trustee or depositary division of the
applicant company within the past 10 years in Uganda or elsewhere — (a) been licenced or registered in any place under any law which requires licensing or registration in relation to the proposed business?.........................................................………… (b) been licenced, registered or otherwise authorised by law to carry on any trade, business or profession in any place?.........................… (c) been denied 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?
..............................................................................................................
(d) been known by any name other than the name or names shown in
this application?......................................
(e) had judgement including findings in relation to fraud, misrepresentation or dishonesty been given against him or her in any civil proceedings? (If “yes’: using an annexure, give full details,
including whether judgement is unsatisfied) .......................................
(f) been declared bankrupt or compounded with or made an
arrangement for the benefit of his creditors? .....................................
(g) been engaged in the management of any company other than those
referred to in answer to question 11?.................. ..................................
...................................
(h) been denied a fidelity or surety bond in Uganda or
elsewhere?..........................................................................................
Note: assume banking or insurance regulator will have asked same questions re directors and shareholders so have not requested this here.
13. Set out below, details of key officers of the trustee or depositary
division of the applicant company employment and business activities, during the previous 10 years. Name of individual applicant or director or secretary of applicant company Name and address of employer Nature of business or activity Description of duties in relation to the employment Period of employment or activity (give exact dates)
14. Set out additional information concerning those named in 12
above (including any formal qualifications or training and the name of
the institution that conducted the course) considered relevant to this application.
15. 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 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. Attach the documents referred to in regulation 5 (e) of the
Regulations.
17. I am aware of the provisions of section 79 of the Collective
Investments Schemes Act relating to false statements made in applications.
18. I declare that all information given in this application and in
the attached annexure (if any) is true and correct to the best of my knowledge.
Date: ......................................................................
†Signature: ......................................................................
(Name of Director/Secretary*)
*Delete whichever is inapplicable.
Regulation 12
FORM 5
THE COLLECTIVE INVESTMENT SCHEMES ACT LICENCE THIS LICENCE is granted to................…………………… (name) of …………………………………………………………(address) and authorizes the said person to conduct or carry on the business of ……………(type of business) in Uganda for a period of one year beginning....................and ending..................(both dates inclusive). THIS LICENCE is issued subject to observance of the requirements of the Collective Investment Schemes Act 2003, the Regulations and Rules made there under and such conditions as may be stipulated by the Authority. Date ....................................……………………
Licence No. .................
………………………… …………………………
Board Secretary Chief Executive
Capital Markets Authority Capital Markets Authority
Regulation 15(2)
FORM 6
COLLECTIVE INVESTMENT SCHEMES ACT
APPLICATION FOR RENEWAL OF LICENCE
(v.) Has the applicant or any of the applicant’s directors, key officers orshareholders had judgement including findingsin relation to fraud, misrepresentation or dishonesty been stated against him or her in any civil proceedings? (If “yes’: using an annexure, give full details,
including whether judgement is unsatisfied).......................................
Yes/No*... If yes, give details
(vi.) Has the applicant or any of the applicant’s directors, key officers or shareholders been declared bankrupt or compounded with or made an arrangement for the benefit of his creditors? …. Yes/No*... If yes, give details (vii.) Has the applicant or any of the applicants directors, key officers or shareholders been refused the right or restricted in its or his right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any pla ce?..................................................... Yes/No*... If yes, give details (viii.) Has the applicant taken any disciplinary action against any of its representatives? ............................. Yes/No*... If yes, give details (ix.) Has the applicant received any complaint against any of its representatives? .................................... Yes/No*... If yes, give details (x.) Has the applicant undertaken to conduct any material new business activity? Yes/No*... If so, state the nature of the
activity..................................
(b) Please furnish details of any other event which has occurred which is likely to have a significant effect on the applicant’s business during the currency of the licence if granted (including any legal claim against the applicant.) We* declare that all information stated in this application and in the attached annexure (if any) is true and correct to the best of my knowledge.
Date: ..............................................................................
Signature......................................................................
(Name of Director/Secretary*)
*Delete whichever is inapplicable.
SAUL SSEREMBA
Chairperson, Capital Markets Authority
Cross references
Financial Institutions Act, Cap. 57
Insurance Act, Cap. 191
The Collective Investment Schemes (Investment Companies with Variable Capital) Regulations, 2004 The Collective Investment Schemes (Fees) Instrument, 2016 The Collective Investments Schemes (Unit Trusts) Regulations, 2003
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Source: Capital Markets Authority Uganda — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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