LEGAL OPINION ON THE LAW REGARDING THE

TRUSTEES INCORPORATION ACT CAP 271 (TIA)

Appointment of trustee(s)

Trustees may be appointed by any body or association of persons or

any persons who have constituted themselves for any religious,
educational, literary, scientific, social, athletic, charitable or other lawful
purpose. Section 2(1) of the Trustees Incorporation Act Cap 271

The appointment of trustee(s) has to be effectually and lawfully made

to the satisfaction of the Minister before he or she can grant a
certificate of incorporation as per Section 6(1).

Application for a Certificate of Registration

The body or association of persons in writing applies to the Minister

responsible for Lands for a certificate of registration of the trustee(s).

The written application should be signed by the person(s) making it and

should contain particulars in schedule 2 to the Act or as may be
prescribed. TIA underSection 4

The prescribed fee has to be paid on every application for a certificate

of incorporation and on the issue of every such certificate. Section 11

Particulars to be inserted in the Application for incorporation are;

a)The objects of the body or association of persons

b)The rules and regulations
c)Date of and parties to every deed, will or other instrument
creating, constituting or regulating the body or association of
persons.
 d)A statement and short description of the land or interest in land
which at the date of application is possessed by or held on behalf
of the body or association of persons.
e)Names, residences and additions of trustees of the body or
association of persons
f)Manner and date of their appointment
g)Their number, qualification, tenure and avoidance of office h)The
mode of appointing new trustees
i)The proposed title of the corporate body which the words
“registered trustees” shall form part
j)Proposed device of the common seal
k)The regulations for the custody and use of the common seal
(Schedule 2 of the Act)

The Minister after his or her considerations may then grant such
certificate subject to such conditions or directions which he or she will
insert in the certificate. Section 2(2)

The conditions or directions can particularly relate to:

Qualifications and number of trustees

Tenure and avoidance of office
Mode of appointing new trustees
Custody and use of the common seal
Amount of land which the trustees may hold and
Purposes for which that land may be applied.

The date of incorporation mentioned in the certificate becomes the

date at which incorporation took place. Section 8

The Minister shall then direct a record to be kept of all such applications
for and certificates of incorporation and all documents sent to him or
her under this Act. Section 9
Any person upon payment may acquire a copy or extract of any such
document to be certified under the hand of such person appointed by
the Minister for that purpose.

Effects upon obtaining the certificate of incorporation

1.The trustee(s) become a body corporate by the name described

in the certificate and obtains perpetual succession and a common
seal. Section 2(3)
2.Then it gains the power to sue and be sued in the corporate
name. In the case of Registered Trustees of the Centre for
St.
John Ambulance V John J.E.W Kintu H.C. C. S No 219 of
1993, Justice Egonda Ntende as he then was held that the Trustees
Incorporation Act does not lay down any formalities that have
to be complied with before the corporate body can sue… “This
omission if I can call it that must be taken to have been
deliberate on the part of the legislature, which I presume
intended to leave it to the body corporate to regulate itself under
its constitution and rules.”
3.The trustee(s) also becomes subject to the conditions and
directions contained in the certificate. Section 2(3)
4.The body corporate is vested with all real and personal estate
of any nature or tenure in compliance with any law in force
relating to the registration of title to land held by any person(s)
in trust of that body or association. Section 3
5.Any person(s) in whose names any stocks, funds or securities
shall be standing in trust for the body or association of persons
transfers into the name of the body corporate.
6.All covenants and conditions relating to any real estate
enforceable by or against the trustees of that real estate before
their incorporation shall be enforceable against them after their
incorporation.
 7.The certificate becomes conclusive evidence that all
preliminary requisitions herein contained and required for
incorporation have been complied with. Section 8 of the TIA
8.Every donation, gift and disposition of land or any interest
therein, lawfully made but not having actually taken effect or
thereafter lawfully made by deed, will or otherwise to favor that
body or association of persons takes effect as if it had been made
in favor of the corporate body. Section 12

Within one month after the expiration of each period of five years after
the grant of a certificate of incorporation or whenever required by the
Minister, a return has to be made to the Minister by the then
trustees of the names of the trustees with their residences and
additions. Section 6

Liability and enforcement by Trustees

All conditions and directions inserted in any certificate of incorporation

become binding upon and have to be performed or observed by the
trustees as trusts of the body or association of persons. Section 10 of
the TIA

All trustees of the body notwithstanding their incorporation become

chargeable for such property as it comes into their hands. Section 7

The trustees are all answerable and accountable for their own acts,
receipts, neglects and defaults.

They also become answerable and accountable for the due

administration of the body or association of persons and its property in
the same manner and to the same extent as if no such incorporation
had been effected. Section 7

Register of beneficial owners. Section 5 of the TIA

A trustee(s) with beneficial owners have to keep a register of the
beneficial owners.

This register has to be kept at the registered office of the trustee(s) or

at the office where it was made or at the place where the trustee(s)
arranged for it to be made.

The register should not be kept at a place outside Uganda. Section

5(2) (b)

Within fourteen days after creating the said register, the trustee(s) have
to transmit a copy to the Minister. Section 5(4)

Notice has to be sent to the Minister as to where the register is kept

and of any change of place within fourteen days after creating or
changing the place where the register is kept. Subsection 3

Where the trustees default, they are each liable to a daily default fee of
five currency points.

Particulars to be entered in the register of the beneficial owners

include:

Names and postal addresses of each beneficial owner

National identification Number for each (NIN)
Nature of the beneficial ownership
Date on which each beneficial owner was entered in the register as
a beneficial owner
Date when any person ceased to be a beneficial owner
Any other information as the minister may prescribe

Powers of the Minister

According to Section 17 (1), the Minister has power to make such

orders regarding the constitution and conduct of any corporate body
created under this Act or in regard to its trustees as may seem
to him or her proper and those orders shall, subject to appeal be
conclusive and binding for all purposes.

In particular the Minister may authorize:

a)Any variation in the composition or constitution of such corporate

body or in the rules or other instrument regulating it without
prejudice to its due incorporation and perpetual succession.
b)The amalgamation of two or more corporate bodies created under
the Act and the vesting of the property of those bodies in a new
corporate body having such constitution as the Minister may
approve.
c)A change of name of any corporate body created under this Act.
d)The termination of incorporation of any corporate body created
under this Act subject to such directions as to its liquidation and
the disposal of its assets as may be prescribed or as the Minister
sees fit to order.

The Common seal

An instrument bearing the common seal of the corporate body in

compliance with the conditions or directions for its use is binding on the
corporate body notwithstanding any defect or circumstance affecting
the execution of the instrument. Section 13(2)

According to Section 14, every contract entered into by the trustees,

body or association of persons which would be valid and binding
according to their constitution, settlement or rules if no such
incorporation had taken place shall be valid and binding although it
does not bear the common seal of the trustees.

A person who makes or permits to be made any transfer or payment

bonafide, in reliance on any instruments to which the common seal
of any body corporate created under the Act is affixed, shall be
indemnified and protected in respect of that transfer or payment,
notwithstanding any defect or circumstance affecting the execution of
the instrument. Section15

Petition as to membership of a corporate body

Any interested person may apply to the High Court on whether a

person is a member of a corporate body and any opinion given by court
shall be deemed to have the force of a declaratory decree.
Section 16 of the TIA

Any person aggrieved with the orders of the Minister under Section
17(1) may within thirty days of making the order appeal to the High
Court.