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2026 Statistics

Key Facts: Corporate & Commercial Law Exam

50%

Subject Passing Mark

LDC Rules

3 hours

Written Exam Time

LDC Rules

UGX 6M

East African Tuition Fee

LDC 2026

42 days

Charge Registration Deadline

Companies Act 2012

50 CP

Statutory Demand Threshold

Insolvency Act 2011

100

Practice Questions Available

OEP Question Bank

The Corporate and Commercial Law paper is a mandatory core subject of the Uganda LDC Bar Course. It requires a passing mark of 50%. The exam consists of structured essay and problem-solving questions testing corporate structures, governance, financing, contract drafting, and insolvency, backed by the Companies Act 2012, Partnership Act 2010, and Insolvency Act 2011. Candidates must prepare for both written and oral examinations.

Sample Corporate & Commercial Law Practice Questions

Try these sample questions to test your Corporate & Commercial Law exam readiness. Each question includes a detailed explanation. Start the interactive quiz above for the full 100+ question experience with AI tutoring.

1Under the Partnership Act 2010 of Uganda, what is the maximum number of partners allowed in a partnership formed for the purpose of carrying on a professional practice (e.g., law or accounting)?

A.20 partners

B.50 partners

C.100 partners

D.There is no statutory limit for professional partnerships

Explanation: Section 2(3) of the Partnership Act 2010 of Uganda provides that a partnership consisting of professionals who are members of a professional body may consist of up to 50 partners. For general, non-professional partnerships, the statutory maximum limit is 20 partners.

2Which of the following forms must be submitted to the Uganda Registration Services Bureau (URSB) to register the situation of the registered office and postal address of a company being incorporated?

A.Form 10

B.Form 18

C.Form 20

D.Form 24

Explanation: Form 18 is the statutory notice of the situation of the registered office and postal address, as required under Section 115 of the Uganda Companies Act 2012. It must be filed at incorporation or within 14 days of any change in location.

3A client wishes to incorporate a 'Single Member Company' (SMC) under the Companies Act 2012. What is a key statutory requirement regarding the management structure of an SMC under Section 25 of the Act?

A.The company must have at least two directors who are residents of Uganda

B.The single member must appoint a nominee director and an alternate nominee director to take office upon the member's death or incapacity

C.A Single Member Company is exempt from appointing a company secretary under all circumstances

D.The nominee director must hold at least 10% of the nominal share capital of the company

Explanation: Section 25 of the Companies Act 2012 requires a single member of an SMC to nominate a nominee director and an alternate nominee director. These nominees are registered with URSB to manage the company's affairs in the event of the sole member/director's death or mental incapacity.

4What is the statutory timeline for filing a Return of Allotment of Shares (Form 10) with the Registrar of Companies in Uganda after making an allotment of shares?

A.Within 14 days of allotment

B.Within 30 days of allotment

C.Within 60 days of allotment

D.Within 90 days of allotment

Explanation: According to Section 60(1) of the Companies Act 2012, whenever a company limited by shares makes an allotment of its shares, it must deliver to the Registrar a Return of Allotment (Form 10) within 60 days of the allotment. Failure to file attracts default fines.

5Under the Partnership Act 2010 of Uganda, which of the following is true regarding a Limited Liability Partnership (LLP)?

A.All partners in an LLP have unlimited joint and several liability

B.An LLP is not recognized as a separate legal entity from its partners

C.An LLP must have at least one partner who has unlimited liability (a general partner)

D.An LLP must be registered with the Registrar of Companies and has a separate legal personality from its partners

Explanation: Unlike in some jurisdictions, Section 4 of the Partnership Act 2010 in Uganda defines a Limited Liability Partnership as one that has a separate legal personality, can sue and be sued in its own name, and limits the liability of all its partners to their agreed contribution. Thus, all partners enjoy limited liability, provided registration is complete.

6Which document regulates the internal management of a company and its relationship with its members under the Companies Act 2012 of Uganda?

A.Memorandum of Association

B.Articles of Association

C.Prospectus

D.Shareholders' Agreement

Explanation: Under the Companies Act 2012, the Articles of Association regulate the internal organization and management of the company (e.g., voting rights, director powers, meetings). The Memorandum of Association defines the company's external boundaries, including its name, capital, and objective clauses.

7A foreign company incorporated outside Uganda wishes to establish a place of business in Uganda. Under the Companies Act 2012, which form must it file to register the particulars of its directors and secretary?

A.Form 20

B.Form 24

C.Form 25

D.Form 26

Explanation: A foreign company registering in Uganda must submit Form 24 (List and Particulars of Directors and Secretary of a Foreign Company) under Section 252 of the Companies Act 2012. Form 25 is for the names and addresses of local representatives authorized to accept service, and Form 26 is for the principal office.

8What is the standard stamp duty rate levied by the Uganda Revenue Authority (URA) on the nominal share capital of a company during registration in Uganda?

A.0.1% of nominal share capital

B.0.5% of nominal share capital

C.1.0% of nominal share capital

D.1.5% of nominal share capital

Explanation: Under the Stamp Duty Act of Uganda (as amended), the stamp duty payable on the nominal share capital of a company at the time of incorporation is 0.5%. This is paid to the Uganda Revenue Authority before registration can proceed at URSB.

9Under Section 3(1) of the Partnership Act 2010 of Uganda, what is the minimum number of persons required to form a partnership?

A.One person

B.Two persons

C.Five persons

D.Seven persons

Explanation: A partnership is defined as a relationship that subsists between persons carrying on a business in common with a view of profit. Under the Partnership Act 2010, a partnership must have at least two partners. If the number of partners falls to one, the partnership ceases to exist.

10Under the Business Names Registration Act (Cap 109) of Uganda, when is registration of a business name mandatory for a sole proprietor?

A.Only when the business has an annual turnover exceeding UGX 10 million

B.When the sole proprietor carries on business under a business name which does not consist of his or her true surname without any addition

C.Always, as all businesses in Uganda must register a trade name prior to commencing operations

D.Only if the sole proprietor employs more than 5 employees

Explanation: Under the Business Names Registration Act, registration is required if an individual carries on business under a name that does not consist of their true surname without additions other than their true first names or initials. Carrying on business under their own legal name does not require registration under this Act.

About the Corporate & Commercial Law Exam

The Corporate and Commercial Practice course is a core module of the Postgraduate Diploma in Legal Practice (Bar Course) at the Law Development Centre (LDC) in Uganda. It covers the formation, registration, and regulation of various business structures, corporate governance, corporate financing, commercial transactions, and insolvency. Legal professionals in Uganda must master this syllabus to advise corporate clients and manage compliance with URSB.

Assessment

Performance-based assessment

Time Limit

3 hours

Passing Score

50%

Exam Fee

UGX 6,000,000 (Law Development Centre (LDC) Uganda)

Corporate & Commercial Law Exam Content Outline

30%

Business Associations & Setup

Formation and registration of Sole Proprietorships, Partnerships, Private and Public Companies, SMCs, and registration of foreign companies under the Companies Act 2012

25%

Corporate Governance & Management

Appointment, duties, and removal of directors; qualification and duties of company secretaries; statutory registers; and convening and conducting AGMs/EGMs

20%

Corporate Financing & Securities

Allotment and transfer of shares; debentures, fixed and floating charges; registration of charges with URSB; and mortgage rules under the Mortgage Act 2009 and SIMPA 2019

15%

Commercial Agreements & Transactions

Drafting commercial contracts; sale of goods conditions and warranties under the Sale of Goods Act 2017; agency relationships; and intellectual property laws

10%

Insolvency & Corporate Rescue

Compulsory and voluntary liquidation; receivership duties; administration orders and moratoriums; individual bankruptcy; and voidable transactions under the Insolvency Act 2011

How to Pass the Corporate & Commercial Law Exam

What You Need to Know

Passing score: 50%
Assessment: Performance-based assessment
Time limit: 3 hours
Exam fee: UGX 6,000,000

Keys to Passing

Complete 500+ practice questions
Score 80%+ consistently before scheduling
Focus on highest-weighted sections
Use our AI tutor for tough concepts

Corporate & Commercial Law Study Tips from Top Performers

1Master the primary URSB form numbers: Form 18 (Registered Office), Form 20 (Directors/Secretaries), Form 10 (Return of Allotment), and Form 13 (Particulars of Charge).

2Understand the strict timelines: 42 days for registering corporate charges (Form 13) and filing annual returns (Form 19) post-AGM; 60 days for returns of allotment (Form 10).

3Drill the Mortgage Act 2009 rules, especially the mandatory requirement for spousal consent for matrimonial property mortgages under Section 5, and note that foreclosure is abolished.

4Understand the transition to the electronic SIMPO registry for security interests in movable property, which replaced manual chattels securities registries in 2019.

5Study the statutory demand timelines under the Insolvency Act 2011: a debtor has 20 working days to comply, but must apply to court to set it aside within 10 working days.

6Memorize partnership limits under the Partnership Act 2010: a general partnership is capped at 20 partners, while a professional partnership can have up to 50.

7Study the default rules: under the Partnership Act 2010, profits and losses are shared equally, and under the Contracts Act 2010, unspecified performance time must be 'reasonable'.

8Review the landmark case law on derivative actions and corporate governance, particularly Foss v Harbottle and its exceptions under Ugandan corporate practice.

Frequently Asked Questions

What is the Corporate and Commercial Law exam at LDC?

It is a core, compulsory subject of the Postgraduate Diploma in Legal Practice (Bar Course) at the Law Development Centre in Uganda. It tests the practical application of Ugandan business and corporate laws, corporate finance, and insolvency procedures.

What is the passing score for the LDC Bar Course?

A candidate must score at least 50% in each assessed subject (including Corporate and Commercial Practice) and the clerkship placement to pass the Bar Course and qualify for the award of the Postgraduate Diploma.

What are the core legislative acts tested in the exam?

The primary legislations include the Companies Act 2012, Partnership Act 2010, Insolvency Act 2011, Sale of Goods and Supply of Services Act 2017, Mortgage Act 2009, Security Interest in Movable Property Act (SIMPA) 2019, and the Business Names Registration Act (Cap 109).

How much does the LDC Bar Course cost?

As of current fee schedules, the tuition fee for the Postgraduate Diploma in Legal Practice is UGX 6,000,000 for Ugandan and East African citizens, and USD 3,000 for international students.

What is the structure of the Corporate and Commercial exam?

The examination is divided into a written exam and an oral exam. The written exam is a 3-hour paper consisting of scenario-based corporate problems, contract drafting exercises, and URSB filing procedure questions.

Is there an oral exam component?

Yes. A significant component of the Bar Course includes oral examinations. Students are tested on their ability to articulate legal principles of corporate governance and commercial transactions, explain drafting decisions, and demonstrate professional etiquette.