CPM
GCCPM
3. Set up a standing weekly call for the internal deal team, for every week until closing. On the weekly calls, the Closing PM should run closing.particularlyentrepreneurItfromAgreements,asthroughthisClosingChecklist,aswelltheClosingChecklistfortheLegalobtainstatusupdatestheteamandassignnextsteps.maybeusefultoaddthetotheweeklycalls,asyoumovecloserto
GLCPM
TASK DATE ROLENAME STATUS
2. Hold a kickoff call with the internal deal team. During call, assign roles and responsibilities, walk through the closing timeline and steps, and set expectations for the closing process. Following themeeting, communicate thetheclosingtimelineandprocesstoCompany if not already completed.
4. Confirm that all necessary copies of Company’s key documents are date,CompanysavedonGoogleDriveandthatthefileatURSBisfullyuptowithallannualreturnsfiled
Note: These documents are gathered GL
1. Assign a Closing Project Manager (CPM) and Government / Closing Lead (GL, who will likely be your firm’sLocalLegalCounsel),etc.
1 INVESTMENT CLOSING TOOL | Sample Investment Closing Checklist
2 INVESTMENT CLOSING TOOL | TASK DATE ROLENAME STATUS as part of Task 3 above. Check that all are up-to-date and cover the Company’s business activity postinvestmentdelaysisinvestment.IftheURSBCompanyfilenotfullyuptodate,itwillcreatewhenregisteringthedocumentsatClosing. a. Certified copy of Articles of Association, including ALL amendments b. Certified copy of Memorandum of Association, including ALL amendments c. Certified copy of the Certificate of Incorporation d. Certified copy of all duly registered material shareholder andBoardresolutions e. Investment License (optional for localcompanies) f. BusinessLicense g. TaxpayerIDnumber h. AuditedFinancialStatements i. VATRegistrationCertificate j. TaxClearanceCertificate k. National Social Security Fund (NSSF)ClearanceCertificate l. Certificate of Registration and
5. Work with the Company, when necessary, to show the exit of previous owners. This needs to be done before the new share purchase isregistered. GL 6. Begin drafting Deal Documents for the investment (e.g., Share Purchase Agreement, etc.) and send to the entrepreneur for review when Consultready. the template investment agreements and term sheets (with annotations of terms) for guidance when draftinglegalagreements. GC
3 INVESTMENT CLOSING TOOL | TASK DATE ROLENAME STATUS Clearance for Non-Citizens to trade in Uganda (Ministry of Trade) m. Commercialregistrationcertificate
7. Prepare aClosing Checklist for the Legal Agreements using TOOL –Template Closing Checklist to track the legal agreements, ancillary documents and conditions precedent to closing for the deal. Use the closing checklist throughout this process to track the legal documents andconditionstoclosing. Standard:Checklistshouldbeupdatedat least weekly, if not more frequently, and used as part of the weekly status calls with internal [INV./FUND MANAGER NAME]teamandentrepreneur. GC
8. Establish a foreign currency account for the Company in Uganda (if the Company does not have one already) and obtain wiring instructions for that account, well in advanceofwhenrequiredfortransfer.
TASK DATE ROLENAME STATUS
CPM 10. Assist Company with preparation shareholderoftransferofaresolutionapprovingtheshareorissuanceandadmissiontheInvestorSPVasanew Assist Company with amendments to its MOA and AOA (to increase etc.).sharecapital,reflectnewshareholder,
9. Check in on status of management recruiting and post-investment plan. Ensure that all positions are investment“hitsupport,filled,aplanisoutlinedforback-officeandeverythingisreadytothegroundrunning”oncetheisclosed.
GL
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GL 11.
12.Assist Company with completing the Notice of Increase of Share Capital for relevant country GL
GL
Standard: Hiring must be completed for all management positions and all backinvestmenttoclosing,investmentofficesupportmustbeteedupbeforethecloses.Immediatelyuponnewmanagementmustbereadybeginsothecompanyviewsourasatrueturnaround.
5 INVESTMENT CLOSING TOOL | TASK DATE ROLENAME STATUS 13.registration(CompanyForm12).FinalizelegalagreementsandpresenttoICforapproval. GC ICAPPROVESEXECUTIONOFLEGALAGREEMENTS?YESORNO 14.If YES, execute legal agreements. All legal agreements must be agreement.executedbyhand,4copiesofeach Save executed documentstoappropriatefolder. GLGC 15.Arrangefor fouroriginalsofeachof the legal agreements to be shipped toGLinUganda. GLGC 16.Using the Closing Checklist, ensure that all conditions precedent to funding have been satisfied or are otherwise waived by the Fund / SPV. *Note: This needs to bedone prior to transferring any funds to the investee and before considering the investment“closed”. GC 17.Take three sets of originals of the following documents to the URA and URSBoffices:i.AmendedMOAii.AmendedAOAiii.Resolutionapproving share transfer or issuance / admissionofnewshareholder iv. Share Purchase Agreement GL
6 INVESTMENT CLOSING TOOL | TASK DATE ROLENAME STATUS and related share transfer forms v. Other legal agreements specifictothedeal,ifany vi. Notice of Increase of Share Capital vii. viii.ReturnofAllotmentNotificationofappointment of Director and Secretary of Company ix. StatementofNominalCapital 18.AssessmentofstampdutyattheURA GL 19.Company pays stamp duty and receives barcode on the legal agreementsfromURA GL 20.Take documents with barcode to URSB and receive assessment of registrationfeesattheURSB GL 21. Companypaysregistrationfees GL 22.File and register three sets of originals of the legal agreements with URSB. URSB will register the documents and return registered copies to us. If the stamp duty and registration process is completed first thing in the morning, we typically can receive the registered documents back by evening, though the governmenttworegistrationprocesscouldtakeonetodaysiftherearedelaysattheoffices. GL
GC
GL
25.SubmitthefollowingdocumentstotheMinistryofTrade:a.CertificateofIncorporationoftheCompanyb.CompanyForm7/Annualreturnsc.Passport(biopage)forthedirectorsd.CertificateofIncorporationoftheInvestorSPV(ascannedPDFofthecertifiedcopyissuedbythestateSoSwillsuffice)e.AuditedbooksofaccountoftheCompanyf.BankStatementfortheDirectors/shareholdersoftheCompany,showingproofoffundsofatleastUSD100K
23.Transfer funds from the Investor SPV (or, if relevant the INVESTOR Entity) to Company’s account. Hold back enough funds to cover all closing expenses allocated to the Company (see Term Sheet), including Form D filing fees and authentication & associated shipping expenses. The investmentisnowofficiallyclosed.
TASK DATE ROLENAME STATUS
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GL
24. Begin the process to obtain a trade license from the Ministry of Trade for the following financial year, following the equity investment by the Investor SPV. (This will be a requirement for renewal of the Company’s business licensefromthemunicipalauthority.)
● in the case of bodies where shares are not applicable, where the body’s decision-making lies with non-citizens;
Note:documentstoUIA:Thisismandatory for foreign companies only, but all companies that the fund makes an equity investment into will be considered foreigncompanies.1 a. Completed Form UIA 1 (Application for License)Investment b. Certificate of Incorporation, MoA and AoA of the (registeredCompany copies fromURSB) c. Company Tax NumberIdentification (TIN) Certificate from GL
● a company in which the shares are held in trust for non-citizens;
● a company incorporated in Uganda whose articles of association do not contain a provision restricting transfer or issue of shares to non-citizens.
● a corporate body in which the controlling interest lies with non-citizens; ○ controlling interest” means— (a) in the case of companies with shares, the majority shares are held by persons who are not citizens; and (b) in the case of companies without shares, a company in which decisions are arrived at by the majority who are not citizens
1 Definition of foreign company: must look at definitions under both the Companies Act and the Land Act.
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TASK DATE ROLENAME STATUS 26. Obtain the trade license and save to GoogleDrive. GL 27.Obtain a five-year investment license from Uganda Investment Authority (UIA). Submit the following
Under the Companies Act, 2012, a “foreign company” is one incorporated outside Uganda which establishes a place of business in Uganda and companies incorporated outside Uganda which have established a place of business in Uganda and continue to have a place of business in Uganda. Under Section 40 of the Land Act, a “foreign company” or non-citizen is defined as:
URA d. Business proposal for the company (not less than five pages) e. Evidence of proofcompaniesforeign-ownedavailabilityoffunds;requireof USD $250K of funds (could submit directors)company’sshareholdersthecompanysheetstatement/balancebankoftheitself,ofcompany’sorthe f. Proof of land ownership or tenancy (land title or tenancy agreement to confirm location of thecompany) g. Photocopy of passport of shareholders.passportsandcorporateIncorporationCertificateshareholdersforeignorofforaentityphotocopyofofits h. In certain additionalinstances,
TASK DATE ROLENAME STATUS
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Note: An investment license is mandatory to obtain (for foreign companies) and having one carries certain benefits, including receiving licensetoandTheretrainingsworktheloans,recommendationscertainassistancein(1)acquiringsecondarylicensesforareas(e.g.,banking,mining);(2)forvariousservicessuchas(3)accesstolandforinvestmentwithindesignatedindustrialparks;(4)obtainingpermits;and(5)participationinspecializedandworkshops.isnocosttoobtainaninvestmentlicenseourdealsizeshouldalwaysbelargeenoughqualify,sowerecommendobtainingtheforallinvestments
10 INVESTMENT CLOSING TOOL | TASK DATE ROLENAME STATUS
i. Copy of the secondary license (this is required for companies in certain sectors: energy generation, mining, banking, air transport, healthcare)i.Environmentalimpactassessmentreport/certificateofapprovalbytheNationalEnvironmentManagementAuthority(NEMA)
bedocumentationsupportingmayrequired:i.Billofladingtoconfirmimportationofmachinery
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