STAMP DUTY ACT.

This Act shall be deemed to have come into force on 1^st July 2014, except items 8 and 62(b) of Schedule 2, which shall come into force on publication of this Act.

PART I
INTERPRETATION.

2. Interpretation.

In this Act, unless the context otherwise requires—

"banker" includes a bank and any person acting as a banker under the Financial Institutions Act, 2004;

"bill of exchange" means a bill of exchange as defined by the Bills of Exchange Act;

"bill of exchange payable on demand" includes—

(a) an order for the payment of any sum of money by a bill of exchange or promissory note, or for the delivery of any bill of exchange or promissory note in satisfaction of any sum of money, or for the payment of any sum of money out of any particular fund which may or may not be available, or upon any condition or contingency which may or may not be performed or happen;

(b) an order for the payment of any sum of money; and

"bill of lading" includes a "through bill of lading" but does not include a mate's receipt;

"bond" includes—

(a) an instrument by which a person obliges himself or herself to pay money to another, on condition that the obligation shall be void if a specified act is performed, or is not performed, as the case may be;

(b) an instrument attested by a witness and not payable to order or bearer, by which a person obliges himself or herself to pay money to another; and

(c) an attested instrument by which a person obliges himself or herself to deliver grain or other agricultural produce to another;

"chargeable" means an instrument chargeable under this Act or any other law in force in Uganda when the instrument was executed or, where several persons executed the instrument at different times, first executed;

"cheque" means a bill of exchange drawn on a specified banker and payable on demand;

"Commissioner" means the Commissioner General appointed under the Uganda Revenue Authority Act;

"conveyance" includes a conveyance on sale and every instrument by which movable or immovable property is transferred during the lifetime of the person transferring and which is not otherwise specifically provided for by this Act;

"conveyance on sale" includes every instrument and every decree or order of a court by which any property, or any estate or interest in any property, upon its sale is transferred to or vested in a purchaser, or any other person on behalf of the purchaser or by the direction of the purchaser;

"currency point" has the value assigned to it in Schedule 1;

"debenture" has the meaning assigned to it in the Companies Act;

"deed" includes an instrument which confers a right or passes an interest or gives a title or authority;

"duly stamped" as applied to an instrument, means—

(a) that the instrument bears an impressed stamp of the proper amount and that the stamp has been affixed or used in accordance with the law for the time being in force in Uganda;

(b) stamped in any manner prescribed by the Commissioner;

"executed" and "execution", used with reference to instruments, mean "signed" and "signature" respectively;

"impressed stamp" includes—

(a) labels affixed and impressed by the officer;

(b) stamps embossed or engraved on stamped paper; and

"instrument" includes a document by which a right or liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded;

"instrument of partition" means an instrument by which co-owners of any property divide or agree to divide the property in severalty and includes a final order for effecting a partition passed by any court and an award by an arbitrator directing a partition;

"lease" has the meaning assigned to it under the Registration of Titles Act;

"marketable security" means a security capable of being sold on a stock market;

"mate's receipt" means a document signed by an officer of a vessel evidencing receipt of a document of a shipment on board the vessel not being a document of title and issued as an interim measure until a proper bill of lading can be issued;

"mortgage deed" includes an instrument by which, for the purpose of securing money advanced, or to be advanced, by way of loan, or an existing or future debt, or the performance of an engagement, one person transfers, or creates, to, or in favour of, another, a right over or in respect of specified property;

"officer" means a person whose right or duty it is to require the performance of, to perform, the acts referred to in this Act;

"policy of insurance" includes—

(a) an instrument by which one person, in consideration of a premium, engages to indemnify another person against loss, damage or liability arising from an unknown or contingent event; or

(b) a life policy, and a policy insuring a person against accident or sickness, and any other personal insurance;

"policy of sea insurance" or "sea policy"—

(a) means any insurance made upon a ship or vessel, or upon the machinery, tackle or furniture of a ship or vessel, or upon goods, merchandise or property of any description on board of a ship or vessel, or upon the freight of, or any other interest which may be lawfully insured in, or relating to, a ship or vessel; and

(b) includes any insurance of goods, merchandise or property for transit which includes, not only a sea risk within the meaning of subparagraph (a), but also any other risk incidental to the transit insured from the commencement of the transit to the ultimate destination covered by the insurance;

(c) where any person, in consideration of any sum of money paid or to be paid for additional freight or otherwise, agrees to take upon himself or herself any risk attending goods, merchandise or property of any description while on board of any ship or vessel, or engages to indemnify the owner of any such goods, merchandise or property from any risk, loss or damage, the agreement or engagement shall be deemed to be a contract for sea insurance;

"power of attorney" includes an instrument empowering a specified person to act for and in the name of the person executing it;

"promissory note" has the meaning assigned to it in the Bills of Exchange Act;

"receipt" includes a note, memorandum or writing whether the note, memorandum or writing is or is not signed with the name of a person—

(a) by which any money, or any bill of exchange, cheque or promissory note is acknowledged to have been received;

(b) by which any other movable property is acknowledged to have been received in satisfaction of a debt;

(d) which signifies or imports the acknowledgement;

"Revenue Authority" means the Uganda Revenue Authority established under the Uganda Revenue Authority Act;

"settlement" means a nontestamentary disposition in writing of movable or immovable property made—

(a) in consideration of marriage;

(b) for the purpose of distributing property of the settlor among his or her family or those for whom he or she desires to provide, or for the purpose of providing for some person dependent on him or her; or

(c) for any religious or charitable purpose, and includes an agreement in writing to make such a disposition, and where any such disposition has not been made in writing any instrument recording, whether by way of declaration of trust or otherwise, the terms of any such disposition;

"tribunal" means the Tax Appeals Tribunal established under the Tax Appeals Tribunal Act.

PART II
STAMP DUTY.

Liability of instruments to duty

3. Instruments chargeable with duty.

(1) Subject to this Act, the following instruments shall be chargeable with duty in accordance with Schedule 2—

(a) every instrument mentioned in Schedule 2 which, not having been previously executed by a person, is executed in Uganda and relates to property situated, or to a matter or thing done or to be done, in Uganda;

(b) a bill of exchange, cheque or promissory note drawn or made outside Uganda and accepted or paid, or presented for acceptance or payment, or endorsed, transferred or otherwise negotiated, in Uganda; and

(c) every instrument, other than a bill of exchange, cheque or promissory note, mentioned in Schedule 2, which, not having been previously executed by any person, is executed outside Uganda, relates to property situated, or to a matter or thing done or to be done, in Uganda and is received in Uganda.

(2) Notwithstanding subsection (1) duty is not chargeable in respect of an instrument executed by, or on behalf of, or in favour of, the Government in any case where, but for this exemption, the Government would be liable to pay the duty chargeable in respect of the instrument.

(3) Notwithstanding subsection (1) duty is not chargeable in respect of an instrument executed by, or on behalf of, or in favor of institutions that are listed in the First Schedule of the Income Tax Act and organisations listed in the First Schedule of the Value Added Tax Act, in any case where but for this exemption, the institution or organisation would be liable to pay the duty chargeable in respect of the instrument.

4. Several instruments used in single transaction of sale, mortgage or settlement.

(1) Where, in the case of a sale, mortgage or settlement, several instruments are employed for completing the transaction—

(a) the principal instrument only shall be chargeable with the duty prescribed in Schedule 2 to this Act for that conveyance, mortgage or settlement, and

(b) each of the other instruments shall be chargeable with a duty specified in Schedule 2.

(2) Notwithstanding subsection (1) a power of attorney empowering a person to execute or to register a sale, mortgage or settlement shall be chargeable with the duty prescribed in Schedule 2 for the power of attorney.

(3) The parties may determine for themselves which of the instruments for the purposes of subsection (1), shall be considered the principal instruments but only if the duty chargeable on the instrument determined shall be the highest duty which would be chargeable in respect of any of the instruments employed.

(4) An instrument modifying the terms of a mortgage in respect of the reduction of the principal or raising or reducing the rate of interest or varying the terms of repayment of the principal shall be charged duty as an agreement.

5. Instruments relating to several distinct matters.

An instrument comprising or relating to several distinct matters shall be chargeable with the total amount of the duties with which the separate instruments, each comprising or relating to one of such matters, would be chargeable under this Act.

6. Instruments coming within several descriptions in Schedule 2.

(1) Subject to section 4, an instrument so framed as to come within two or more of the descriptions in Schedule 2 to this Act shall, where the duties chargeable under those descriptions are different, be chargeable only with the highest of the duties.

(2) Notwithstanding subsection (1), this Act shall not render chargeable with the duty prescribed in Schedule 2 in respect of a counterpart or duplicate of an instrument in respect of which the proper duty has been paid.

7. Marine insurance contract to be expressed in marine policy.

A contract for marine insurance shall not be valid unless it is expressed in a marine policy in accordance with the law relating to marine insurance.

8. Persons carrying on insurance business to file returns.

(1) A person carrying on the business of insurance shall file monthly returns with the Commissioner of all sums received in respect of premiums and stamp duty paid on the policies of insurance.

(2) On the basis of the monthly returns filed under subsection (1) the Commissioner shall ascertain that the person has paid the proper duty.

(3) Where a person fails to deliver the returns under this section the person shall pay simple interest of 2 percent of the duty payable for every month during which the failure continues.

9. Stamp duty on capital of companies.

(1) Where a company is to be incorporated in Uganda with limited liability, or where the nominal share capital of a company incorporated in Uganda is to be increased, there shall be delivered as the case may be to the registrar of companies—

(a) a statement of the amount which is to form the nominal share capital of the company to be incorporated; or

(b) a statement of the increase of the nominal share capital which may embody the notice of increased capital required by the Companies Act.

(2) The statements referred to in subsection (1) shall be charged with duty as specified in Schedule 2 to this Act.

(3) The statement of the amount of any increase of nominal capital which is required to be delivered under subsection (1)(b)—

(a) shall be delivered to the registrar of companies within 30 days after the passing of the resolution authorising the increase; and

(b) in default of delivery, the duty, with simple interest on the duty at the rate of 2 percent per year from the passing of the resolution, shall be recoverable summarily as a civil debt from the company.

Duty by whom payable.

10. Expense of providing proper stamp.

The expense of providing the proper stamp shall be as set out in Schedule 3.

Stamps and the mode of using them.

11. Duties, how to be paid.

Except as expressly provided in this Act, all duties with which any instruments are chargeable shall be paid, and the payment shall be evidenced in a manner the Minister may prescribe.

12. Denoting duty.

Where the duty with which an instrument is chargeable, or its exemption from duty, depends upon the duty actually paid in respect of another instrument, the payment of the last mentioned duty shall, if application is made in writing to the Commissioner for that purpose, and on production of both the instruments, be denoted upon the first mentioned instrument by endorsement in the prescribed form by the Commissioner.

13. Provisions relating to duplicates and counterparts.

The duty on a counterpart of duplicates on an instrument other than a lease shall not be taken as paid or exemption granted, unless duty has been paid or exemption granted in respect of the original instrument.

Time of stamping documents.

14. Instruments executed in Uganda.

An instrument chargeable with duty which is executed by a person in Uganda shall be stamped within 45 days of execution.

15. Instruments executed outside Uganda.

(1) An instrument chargeable with duty which is wholly executed outside Uganda shall be stamped within 30 days of being received in Uganda.

(2) Notwithstanding subsection (1) a promissory note or bill of exchange payable on demand or at not more than 30 days from sight or date shall be stamped within seven days of being received in Uganda.

16. Bills and notes drawn outside Uganda.

(1) The first holder in Uganda of a bill of exchange or promissory note drawn or made outside Uganda shall, before he or she presents it for acceptance or payment, or endorses, transfers or otherwise negotiates it in Uganda, affix to it the proper stamp and cancel the stamp in the manner prescribed under this Act.

(2) Notwithstanding subsection (1), if at the time the bill of exchange, or note comes into the hands of a holder in Uganda—

(a) the proper stamp is affixed to it and cancelled in the manner prescribed; and

(b) the holder has no reason to believe that the stamp was affixed or cancelled otherwise than by the person and at the time required by this Act,

(3) Subsection (2) shall does not relieve a person from a penalty incurred by him or her for omitting to affix or cancel a stamp.

Valuations for duty.

17. Conversion of amount expressed in foreign currencies.

Where an instrument is chargeable with duty in respect of any money expressed in a currency other than that of Uganda, the duty shall be calculated on the value of the money in the currency of Uganda according to the Bank of Uganda exchange rate applying between the currency and the Uganda Shilling on the date of execution of the instrument.

18. Stock and marketable securities, how to be valued.

(1) Where an instrument is chargeable with duty in respect of any stock or of any marketable or other security, the duty shall be calculated on the value of the stock or security according to the average price or the value of the stock or security on the date of the instrument.

(2) Notwithstanding subsection (1), where the consideration for a conveyance or transfer of property is stock or any marketable or other security and in the opinion of the Commissioner the consideration is inadequate, having regard to the value of the stock or security calculated as provided in subsection (1), duty shall be charged on the value of the property to be conveyed or transferred.

19. Effect of statement of rate of exchange or average price.

Where an instrument contains a statement of the current rate of exchange, or average price, as the case may require, and is stamped in accordance with the statement, it shall, so far as regards the subject matter of the statement, be presumed, until the contrary is proved, to be duly stamped.

20. Instruments reserving interest.

Where interest is expressly made payable by the terms of an instrument, the instrument shall not be chargeable with duty higher than that with which it would have been chargeable had no mention of interest been made in the instrument.

21. Certain instruments connected with mortgages of marketable securities to be chargeable as agreements.

(1) Where an instrument, other than a promissory note or bill of exchange—

(a) is given upon the occasion of the deposit of a marketable security by way of security for money advanced or to be advanced by way of loan, or for an existing or future debt; or

(b) makes redeemable or qualifies a duly stamped transfer intended as a security, of a marketable security,

it shall be chargeable with duty as if it were an agreement or memorandum of an agreement chargeable with duty under Schedule 2 to this Act.

(2) A release or discharge of an instrument shall be chargeable with the same duty as that of the instrument.

22. How transfer in consideration of debt or subject to future payment to be charged.

(1) Where property is transferred to a person in consideration, wholly or in part, of any debt due to the person, or subject either certainly or contingently to the payment or transfer of any money or stock, whether being or constituting a charge or incumbrance upon the property or not, the debt, money or stock is to be taken as the whole or part, as the case may be, of the consideration in respect of which the transfer is chargeable with duty.

(2) Subsection (1) does not apply to a certificate of sale mentioned in Schedule 2.

(3) In the case of a sale of property subject to a mortgage or other incumbrance, any unpaid mortgage money or money charged, together with the interest, if any, due on the encumbrance, shall be taken to be part of the consideration for the sale.

(4) Where property subject to a mortgage is transferred to the mortgagee, the mortgagee shall be entitled to deduct from the duty payable on the transfer the amount of any duty already paid in respect of the mortgage.

23. Valuation in case of annuity.

Where an instrument is executed to secure the payment of an annuity or other sum payable periodically, or where the consideration for a conveyance is an annuity or other sum payable periodically, the amount secured by the instrument or the consideration for the conveyance, as the case may be, shall, for the purposes of this Act, be considered to be—

(a) where the sum is payable for a definite period so that the total amount to be paid can be previously ascertained, such total amount;

(b) where the sum is payable in perpetuity or for an indefinite time not terminable with any life in being at the date of the instrument or conveyance, the total amount which, according to the terms of the instrument or conveyance, will or may be payable during the period of twenty years calculated from the date on which the first payment becomes due; and

(c) where the sum is payable for an indefinite time terminable with any life in being at the date of the instrument or conveyance, the maximum amount which will or may be payable as described in paragraph (b) during the period of 12 years calculated from the date on which the first payment becomes due.

24. Facts affecting duty to be set forth in instrument.

(1) The consideration, if any, and all other facts and circumstances affecting the chargeability of an instrument with duty, or the amount of the duty with which it is chargeable, shall be set out in the instrument.

(2) The Commissioner may require a person executing or a person employed or concerned in the preparation of an instrument to give evidence on oath or by affidavit that the facts and circumstances in the instrument are fully and truthfully set out and for that purpose the Commissioner may administer an oath.

(3) A person who, with intent to defraud the Government—

(a<

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