An Analysis of the Legal Framework On the Duties and Liabilities of Company Directors and Other Officers in Uganda

CHAPTER ONE INTRODUCTION 1.0 General introduction. “The research analysis on the legal frame works on the duties and liabilities of company directors and other officers in Uganda.” This chapter will cover history and background of the study, statement ofthe problem, and objectives ofthe study, research questions, and scope of the research, significant of the study, research methodology, literature review, and characterization. The above mentioned areas are of significance in this study since the chapter is the very foundation and reason why am carrying out this study. in Uganda there is a variety of business organizations recognized by law such as the sole proprietorship, partnership, and the incorporated companies. The Black’s Law Dictionary ‘defines a company as follows: A corporation, or less commonly, an association, partnership, a union that carries on a commercial or industrial enterprise. Corporation, partnership, association, joint stock company incorporated or not and (in an official capacity)any receiver, trustee bankruptcy, or similar official or liquidating agent ,for any of the foregoing issues in relation of a number of people for some common object or objects. The above definitions describe accompany as an association, however this could be a bit uncertain because all members in an association should participate in the planning, decision — making and controls of the association. This cannot be attained in companies where shareholders number is in thousands. Companies have got two forms that is to say~ private and public. Section 5(1)(b) of the Companies Act 2012 defines a private company as accompany which limits the number of its members to 50 excluding past and present employees of the company who are shareholders and which by its articles, restricts the rights to transfer shares of the company to the public. These are companies whose minimum number of members is 2 people.