Accountants Act

Chapter number: 

266

In-force: 

Yes

Date of consolidation: 

31 December 2000

Download of Original File: 

Volume Subject: 

 

CHAPTER 266

THE ACCOUNTANTS ACT. Arrangement of Sections.

Section

Part I—Interpretation.

1.          Interpretation. Part II—Establishment of the institute and the council.

2.          Establishment of the institute.

3.          Seal of the institute.

4.          Functions of the institute.

5.          Eligibility for membership of the institute.

6.          Enrollment.

7.          Disqualification from enrollment.

8.          Registration.

9.          Certified public accountant of Uganda.

10.       Meetings of the institute.

11.       The council.

12.       Members of the council.

13.       Functions of the council.

14.       Meetings of the council.

Part III—Establishment of the examinations board.

15.       Establishment of the examinations board.

16.       Functions of the examinations board.

Part IV—Secretary, registrar and staff of the institute.

17.      Secretary of the institute.

18.      Registrar of accountants.

19.      Other staff.

 

Part V—Regulation of public practice.

20.      Practising accountancy.

21.      Certificate of practice.

22.      Renewal of certificate.

23.      Licence of practice.

24.      Renewal of licence.

25.      Associate accountant of Uganda.

Part VI—Disciplinary committee and inquiries.

26.      Establishment of a disciplinary committee.

27.      Complaints against accountants.

28.      Secretary to the disciplinary committee.

29.      Procedure of the disciplinary committee.

30.      Committee’s decision.

31.      Report to the council.

32.      Appeal to the High Court.

33.      Implementation of the committee’s orders.

Part VII—Financial provisions.

34.      Funds of the institute.

35.      Borrowing power.

36.      Investment.

37.      Financial year.

38.      Accounts and audit.

39.      Annual subscription fee.

Part VIII—Miscellaneous provisions.

40.      Registers.

41.      Extract from the register.

42.      Alteration of the register.

43.      Other committees.

44.      Inspection of offices.

45.      Professional code of ethics.

46.      Byelaws.

47.      Power to amend the Schedules.

48.      Construction of qualifications in existing laws.

49.      Eligible persons for first enrollment.

 

50.      Interim president and council.

51.      First enrollment.

52.      Contribution to establishment of the institute.

53.      First general meeting.

54.      Handing-over by interim council.

First Schedule Second Schedule Third Schedule Fourth Schedule

 

Schedules

Meetings of the institute.

Meetings of the council.

Procedure of the disciplinary committee.

Professional code of ethics.

 

Fifth Schedule

 

Recognised institutes for first enrollment.

 

CHAPTER 266

THE ACCOUNTANTS ACT.

Commencement: 7 August, 1992.

An Act to establish an Institute of Certified Public Accountants of

Uganda, to provide for a council responsible for the management of

the institute, to provide for the requisition and control of accountants

and to provide for the disciplining of accountants and the

maintenance of professional standards.

Part I—Interpretation.

1.      Interpretation.

In this Act, unless the context otherwise requires—

(a)       “accountant” means a certified public accountant or an associate accountant registered under this Act;

(b)       “council” means the council of the institute established under section 11;

(c)       “disciplinary  committee”  means  a  disciplinary  committee established under section 26;

(d)       “examinations board” means the examinations board appointed under section 15;

(e)       “institute” means the Institute of Certified Public Accountants of Uganda established under section 2;

(f)        “member”, in relation to the institute, includes an associate member of the institute;

(g)     “Minister” means the Minister responsible for finance;
(h)    “president” means the president of the council elected under

section 12(3); (i)     “registrar” means the registrar of accountants designated under section 18.

Part II—Establishment of the institute and the council.

2.      Establishment of the institute.

(1)    There is established an institute to be known as the Institute of Certified Public Accountants of Uganda which shall be a body corporate

 

having perpetual succession and may sue or be sued in its corporate name.

(2) The institute may hold, acquire or dispose of any property, movable or immovable.

3.      Seal of the institute.

(1)       The institute shall have a common seal which shall be kept in the custody of the secretary and which shall not be affixed to any document except by order of the council.

(2)       The seal of the council shall be authenticated by the signatures of the president and secretary in the presence of two other members of the council who shall sign the document independently of the signature of any person who may have signed the document as a witness.

4.      Functions of the institute.

The functions of the institute shall be—

(a)       to regulate and maintain the standard of accountancy in the country; and

(b)       to prescribe or regulate the conduct of accountants in Uganda.

5.      Membership of the institute.

(1)     The institute shall have the following categories of membership—

(a)       full membership;

(b)       associate membership; and

(c)       honorary membership.

(2)     A person shall be eligible for membership of the institute who—

(a)       passes the qualifying examinations conducted by the board under this Act for membership of the institute and completes practical training prescribed by the council; or

(b)       is a member of a society or institute of accountants approved by the council as being a society or institute with a status equivalent to that of the institute.

(3)     The council may provide that—
(a)    a specific class of members of a society or institute of

accountants approved as being a society or council with a status

 

equivalent to that of the institute shall be eligible for membership; or (b) a member of a specific society or institute of accountants shall not be eligible for membership of the institute unless he or she undergoes training of practical experience that may be prescribed by the council.

(4)       The council may set qualifications for associate membership of the institute or may provide that a specified class of members of a society or institute may qualify for associate membership of the institute.

(5)       The council may award honorary membership to a person who has made an outstanding contribution to the field of accountancy.

6.      Enrollment.

(1)       A person who is eligible for membership of the institute under section 5 may make an application to the council for enrollment as a full member or associate member, and the council shall, if it is satisfied that the applicant is an eligible person, direct the secretary to enroll the applicant as a full member or associate member of the institute on payment of the enrollment fee and the annual subscription fee.

(2)       The secretary shall enroll the applicant and issue a certificate of enrollment to the person enrolled.

7.      Disqualification from enrollment.

No person shall be enrolled or continue to be a member of the institute—

(a)       if he or she has been adjudged by a competent court to be of unsound mind;

(b)       if he or she is an undischarged bankrupt;

(c)       if he or she has been convicted of a serious criminal offence or an offence involving fraud or dishonesty.

8.      Registration.

A person enrolled under section 6 shall, on presentation of the certificate of enrollment to the registrar, be registered as a certified public accountant of Uganda, and his or her name shall be entered on the register of accountants.

 

9.      Certified public accountant of Uganda.

A person enrolled as a full member under section 6 and registered under section 8 may use the title “certified public accountant of Uganda” (CPA(U)) after his or her name.

10.    Meetings of the institute.

The meetings of the institute shall be held in accordance with the First Schedule to this Act.

11.    The council.

(1)       The governing body of the institute shall be a council which shall consist of eleven members, one of whom shall be elected the president of the council.

(2)       The commissioner, the treasury officer of accounts, the Auditor General and the commissioner of education shall be members of the council.

12.    Members of the council.

(1)       One member of the council shall be appointed by the Minister, while eight members shall be elected by the members of the institute at the annual general meeting.

(2)       Of the eight members elected under subsection (1), five members shall be practising accountants.

(3)       The council shall, during its first meeting, elect, from among the elected members, a president and a vice president.

(4)       The elected and appointed members of the council shall hold office for three years and shall be eligible for reelection or reappointment.

(5)       A member of the council, other than the ex officio members, may resign his or her office by writing, addressed to the president and in case of the president, addressed to the secretary.

(6)       Where an elected or appointed member of the council ceases to be a member of the institute, he or she shall cease to be a member of the

 

council.

(7)    Where an appointed or elected member dies or ceases to be a member of the council other than by effluxion of time—

(a)       if that member was an appointed member, the Minister shall appoint another person to fill the vacancy;

(b)       if that member was an elected member, the council shall co-opt a member of the institute pending the election of another member at the next annual general meeting.

13.   Functions of the council.

The functions of the council shall be—

(a)       to admit members to the institute;

(b)       to approve courses of study;

(c)       to provide for the registration of students of the institute and qualifications for registration;

(d)       to supervise and regulate the practical training and education carried out under the institute;

(e)       to issue certificates and licences to be issued under this Act;

(f)        to maintain and publish the roll of members of the institute;

(g)       to supervise the registration and maintain a register of certified public accountants of Uganda and associated accountants of Uganda and to publish their names in the Gazette;

(h)    to ensure the maintenance of professional standards among

members of the institute and to take steps to acquaint the

members with methods and practices necessary to maintain those

standards; (i)     to promote the usage of internationally accepted accounting and

related standards in Uganda and to make suitable adaptation

where necessary; (j)     to secure international recognition of the institute; (k)    to maintain a library or libraries of books and periodicals relating

to accountancy and allied subjects and to encourage the

publication of similar books and periodicals in Uganda; (l)     to promote the publication of a journal of the institute; (m)   to encourage research in accountancy and allied subjects in

Uganda for the advancement of professional accountancy in the

country; (n)    to regulate the conduct and promote good ethical standards and

discipline of members of the institute;

 

(0)     to prescribe fees and subscriptions payable by members and
students of the institute;

(p)    to make byelaws of the institute;

(q)    to do anything that is incidental to the functions of the institute.

14.    Meetings of the council.

Meetings of the council shall be in accordance with the Second Schedule to this Act.

Part III—Establishment of the examinations board.

15.    Establishment of the examinations board.

(1)     There is established a board to be known as the Public
Accountants Examinations Board which shall consist of—

(a)       two qualified accountants from the teaching staff of Makerere University;

(b)       two members of the council;

(c)       one representative from the Ministry responsible for education;

(d)       one representative each from two internationally recognised institutes of accountants to be determined from time to time by the Minister on the advice of the council;

(e)       one representative from the Uganda National Examinations Board; and

(f)        the secretary to the Uganda National Examinations Board, who shall be the secretary to the board.

(2)     The Minister shall, on the advice of the council, appoint a
chairperson from among the members of the board.

16.    Functions of the examinations board.

The functions of the examinations board shall be—

(a)       to determine the syllabuses and curricula in respect of examination in the subjects of study;

(b)       to conduct public accountants examinations;

(c)       to appoint examiners and moderators of examinations;

(d)       to make rules governing the public accountants examinations;

(e)       to do any other thing that is connected with the conducting of accountants examinations.

 

Part IV—Secretary, registrar and staff of the institute.

17.    Secretary of the institute.

(1)       There shall be a secretary to the institute who shall be appointed by the council on terms and conditions that may be determined by the council.

(2)       The secretary shall be the chief executive officer of the institute and shall be a full-time employee of the institute.

(3)       The secretary shall be responsible for recording the minutes of the general meetings and of all the meetings of the council and shall keep custody of all the documents of the institute and the council.

18.    Registrar of accountants.

The Auditor General shall be the registrar of accountants under this Act.

19.    Other staff.

The institute shall have other officers and employees as may be appointed by the council, and the officers and employees shall hold office on terms and conditions that may be determined by the council.

Part V—Regulation of public practice.

20.    Practising accountancy.

(1)       No person shall practise accountancy in Uganda unless he or she possesses a practising certificate or a practising licence issued under this Act.

(2)       A person shall be deemed to practise accountancy if he or she, for payment, whether by himself or herself or in partnership with another person—

 

(a)       offers to perform or performs services involving the auditing, verification or certification of financial accounting or related statements;

(b)       renders professional service or assistance on matters of principle, accounting procedure or certification of financial facts or data; or

 

(c) renders any service which in accounting principles or byelaws made by the council are services amounting to practising accountancy.

(3) A public officer or any other employee shall not be deemed to have practised accountancy if, through the course of his or her employment, he or she does any of the acts referred to in subsection (2).

21.    Certificate of practice.

(1)       A person enrolled and registered under this Act may apply to the council for a certificate of practice.

(2)       An application for a certificate of practice shall be in a form prescribed by the council and addressed to the secretary.

(3)       The council shall, after being satisfied that the applicant is an enrolled and registered person and on payment of the prescribed fee, grant a certificate of practice to the applicant.

(4)       A certificate issued under subsection (3) shall be valid from the date of issue to the 31st day of December of the calendar year in which it is issued and may be renewed on application by the accountant.

(5)       The council shall not grant a certificate of practice to a firm of accountants.

22.    Renewal of certificate.

(1)       The council may, on the advice of the disciplinary committee and after due inquiry, refuse to renew a certificate of practice.

(2)       Where no application for the renewal of a certificate is made within three months from the beginning of the year for which the certificate is renewable, the secretary shall, by registered mail, send a notice to the accountant concerned—

 

(a)       notifying him or her that the certificate has not been renewed for that year; and

(b)       inquiring whether that accountant has ceased to practise accountancy,

and if no reply is received within three months from the date of that notice,

 

the secretary shall inform the council, and the council shall order the removal of the name of that accountant from the register.

23.    Licence of practice.

(1)     A person who—

(a)     was engaged in the public practice of accountancy and registered
under the Companies Act but who does not qualify to be a full
member of the institute under this Act; or

(b)     is an associate member under this Act,
may apply to the council for a licence of practice.

(2)       An application for a licence of practice shall be in a form prescribed by the council and shall be addressed to the secretary.

(3)       The council may, after being satisfied that the applicant is a proper and fit person and on payment of the prescribed fee, grant a licence of practice to the applicant.

(4)       A licence issued under subsection (3) shall be valid from the date of issue to the 31st day of December of the calendar year in which it is issued and may be renewable on application by the accountant.

(5)       The council shall not grant a licence of practice to a firm of accountants.

24.    Renewal of licence.

(1)       The council may, on the advice of the disciplinary committee, after due inquiry, refuse to renew a licence of practice.

(2)       Where no application for the renewal of a licence is made within three months of the new calendar year for which the licence is renewable, the secretary shall, by registered mail, send a notice to the accountant concerned—

 

(a)       notifying him or her that the licence has not been renewed for that year; and

(b)       inquiring whether that accountant has ceased to practise accountancy,

and if no reply is received within three months from the date of the notice, the secretary shall order the removal of the name of that associate accountant

 

from the register.

25.    Associate accountant of Uganda.

A person issued a licence of practice under section 23 shall be known as an associate accountant of Uganda (AA(U)) and may use that title after his or her name.

Part VI—Disciplinary committee and inquiries.

26.    Establishment of a disciplinary committee.

(1)       There is established a disciplinary committee consisting of five members, one of whom shall be the chairperson.

(2)       Members of the disciplinary committee shall be appointed by the council from members of the institute, but the chairperson shall be appointed from among members of the council.

(3)       A member of the disciplinary committee shall hold office for one year and shall be eligible for reappointment.

27.    Complaints against accountants.

(1)       A complaint or an allegation against an accountant which if proved would constitute professional misconduct may be made to the disciplinary committee by the council or any person.

(2)       Upon receipt of a complaint, the secretary shall, as soon as is practicable, refer the matter to the committee; and the committee shall fix a date for the hearing of the complaint.

(3)       The disciplinary committee shall give the accountant against whom the complaint or allegation is made an opportunity to be heard and shall furnish him or her with a copy of the complaint and any other relevant document at least seven days before the date fixed for the hearing.

28.    Secretary to the disciplinary committee.

The secretary to the council shall be the secretary to the disciplinary committee.

 

29.    Procedure of the disciplinary committee.

The procedure to be followed by the disciplinary committee shall be as provided under the Third Schedule to this Act.

30.    Committee’s decision.

After hearing the complainant and the accountant to whom the complaint relates and after considering the evidence adduced, the committee may dismiss the complaint if no ground for a disciplinary action is disclosed or if a ground for a disciplinary action is disclosed, impose any or a combination of the following penalties—

(a)       that the accountant be admonished;

(b)       that the certificate or licence of the accountant be suspended for a specified period not exceeding two years;

(c)       that the accountant be suspended from membership of the institute for a specified period not exceeding two years;

(d)       that the accountant pay a fine that may be determined by the committee;

(e)       that the accountant pay compensation that may be determined by the committee to any person who may have suffered loss as a result of the misconduct;

(f)        that the name of the accountant be struck off the roll of accountants.

31.    Report to the council.

The committee shall, on conclusion of the case, make a report of its findings, in writing, to the council; and the council shall deliver to the complainant and the accountant to whom the complaint relates a copy of the report of the committee as soon as is practicable.

32.    Appeal to the High Court.

(1)       An accountant or complainant aggrieved by the decision or order of the committee may appeal against the decision or order of the committee to the High Court within three months from the date on which the report of the committee was delivered to that accountant or complainant.

(2)       An appeal made under this section shall be—

 

(a)       made by petition in writing under the hand of the accountant or complainant; and

(b)       heard and decided upon by a judge of the High Court after summary hearing.

33.   Implementation of the committee’s orders.

(1)    The council shall be responsible for the implementation of the committee’s orders.

(2)    Where the council strikes off the name of an accountant from the

roll—

(a)       the certificate of membership and that of practice of a certified public accountant shall stand cancelled, and the council shall require that person to return the certificate to the council; or

(b)       the certificate of membership and the licence of practice of an associate accountant shall stand cancelled, and the council shall require that person to return the licence to the council.

Part VII—Financial provisions.

34.   Funds of the institute.

(1)     The funds of the institute shall consist of—

(a)       registration and annual subscription fees from members of the institute;

(b)       fees and other monies paid for services rendered by the institute;

(c)       grants, gifts or donations to the institute; and

(d)       money borrowed by the institute for the performance of its functions.

 

(2)       All monies of the institute shall be managed through a fund to be established by the council for the purpose.

(3)       The institute may operate a bank account in a bank determined by the council, and the account shall be operated in a manner decided by the council.

35.   Borrowing power.

The council may borrow money on terms that may be agreed upon by the

 

council for the performance of the functions of the institute.

36.    Investment.

The council may invest monies of the institute in any securities issued or guaranteed by the Government or in any other securities approved by the council.

37.    Financial year.

The financial year of the institute shall be the calendar year that is the twelve months beginning from the 1st day of January and ending on the 31st day of December each year.

38.    Accounts and audit.

(1)       The institute shall keep proper books of account, and shall prepare the annual financial statement of accounts for the immediately preceding financial year not later than the 31st day of March in the following year.

(2)       The statement of accounts shall be audited by a practising member of the institute, not being a member of the council, that may be appointed by the institute at the annual general meeting.

(3)       An auditor appointed under subsection (2) shall have the same powers and duties as are conferred upon an auditor appointed under section 160 of the Companies Act.

(4)       The council shall furnish to the Minister and each member of the institute the audited accounts for the preceding year, together with the auditor’s report, not later than the 31st of May each year.

39.    Annual subscription fee.

(1)     The annual subscription fee shall be determined by the council,
from time to time, and shall be due and payable to the secretary—

(a)       in case of first enrollment, at the time of enrollment;

(b)       in any other case, on the 1st day of January in each year.

(2)     All other fees shall be determined by the council and payable to

 

the secretary.

(3)    The council may strike off the name of an accountant from the roll if the annual subscription fee remains unpaid by that accountant for a period exceeding four months from the time it is due.

Part VIII—Miscellaneous provisions.

40.    Registers.

(1)     The registrar shall maintain separately the following registers in
which shall be entered particulars that the council may prescribe—

(a)       a register of certified public accountants;

(b)       a register of accountants holding certificates of practice;

(c)       a register of accountants holding licences of practice.

(2)     The registrar shall, at the beginning of each year, cause to be
published in the Gazette the up-to-date registers at the close of the previous
year as soon as is practicable.

41.    Extract from the register.

(1)       Any extract from the register which is certified by the registrar under his or her hand shall be received in a court or tribunal without any further proof of its contents.

(2)       An accountant may get an extract from the register on payment of the prescribed fee.

42.    Alteration of the register.

(1)    The registrar may—

(a)       make any corrections in the register as may be necessary;

(b)       remove from the register the name of a deceased person;

(c)       remove from the register the name of a person whose name has been ordered to be removed under this Act;

(d)       with the consent of the person concerned, remove from the register the name of a person who has ceased to practise.

(2)    Where the registrar has reason to believe that an accountant has

 

ceased to practise, he or she may send to that registered person a notice by registered post inquiring whether that person has ceased to practise in Uganda; and if no reply is received by the registrar within six months from the date of the notice, the registrar shall remove from the relevant register the name of that person.

(3) The council shall, for the purposes of subsection (2), furnish the registrar with any relevant information that may be in its possession.

43.    Other committees.

(1)       The council may appoint other committees from among its members and members of the institute to deal with specific matters of the institute.

(2)       The chairperson of a committee appointed under subsection (1) shall be a member of the council.

(3)       The council may regulate the proceedings of the committees appointed under subsection (1).

44.    Inspection of offices.

The council may, at any time, whether before or after granting a certificate or licence of practice, inspect the premises or offices of an accountant to ascertain whether the premises are suitable for carrying on the business of accountancy and whether the accountant is able to supervise his or her subordinates working in premises other than his or her office.

45.    Professional code of ethics.

(1)       Every accountant enrolled under this Act shall be subject to the professional code of ethics provided in the Fourth Schedule to this Act.

(2)       A person contravening a provision of the professional code of ethics commits a professional misconduct and shall be dealt with by the disciplinary committee as appropriate.

46.    Byelaws.

The council may, by statutory instrument and with the approval of the

 

Minister, make byelaws respecting—

(a)       the summoning and holding of meetings of the council;

(b)       the management of the property and funds of the institute;

(c)       the election of members of the council and the appointment of the committees;

(d)       the disciplinary control of officers and employees of the institute;

(e)       the qualifications of persons wishing to pursue courses of study offered by the institute;

(f)        the courses of study to be offered by the institute and the period of study for such courses;

(g)       the qualifications, powers and rights of persons to be enrolled as full members or associate members of the institute;

(h)    the fees to be paid by the students of the institute;

(i)     anything that is required to be prescribed under this Act;

(j)     the better performance of the functions of the institute.

47.    Power to amend the Schedules.

The Minister may, upon the recommendation of the council, by statutory instrument, amend the Schedules to this Act.

48.    Construction of qualifications in existing laws.

Where under any law in force the qualifications of an auditor are provided, those qualifications shall be construed to refer to a certified public accountant of Uganda, an associate accountant of Uganda or any other qualifications that may be prescribed under this Act.

Part IX—Temporary and transitional provisions.

49.    Eligible persons for first enrollment.

(1) At the commencement of this Act, and before the council prescribes the qualifying examination and the societies equivalent to the institute—

(a)       a member of any of the institutes specified in the Fifth Schedule to this Act may, on application to the interim council, be enrolled a full member of the institute; or

(b)       a person who is not a member of any of the institutes specified in the Fifth Schedule to this Act but who— (i)     has practical experience in accountancy or audit; and

 

(ii)   is practising accountancy or audit or is employed in the field of accountancy or audit, may, on application to the interim council, be enrolled as an associate member of the institute.

(2) Where any of the institutes referred to under subsection (1) has more than one class of membership, only professionally qualified persons shall be eligible for enrollment.

50.    Interim president and council.

(1)     The Minister shall, within three months after the commencement
of this Act, appoint a person eligible for membership, to be—

(a)       interim president of the institute; and

(b)       interim secretary of the institute.

 

(2)       A person appointed under subsection (1) shall hold office until the election of a president who shall be elected at the first general meeting.

(3)       The interim secretary shall, as soon as is practicable, inform the ex officio members of their membership on the council.

(4)       The interim president, the interim secretary and the ex officio members shall form the interim council.

(5)       The interim council shall carry out the necessary initial organisation for the establishment of the institute.

51.    First enrollment.

(1)       The interim president shall, with the advice of the interim council, and as soon as is practicable, publish a notice in at least two widely read newspapers calling persons eligible for first enrollment to send applications for enrollment.

(2)       The interim president shall, within three months after the notice under subsection (1), and with the advice of the interim council, enroll eligible persons as first members of the institute.

(3)       A person enrolled as a first member shall, on enrollment, pay an enrollment fee and an annual subscription fee to be determined by the interim

 

council.

52.    Contribution to establishment of the institute.

The interim council may, at any time before the first general meeting, require the first members of the institute to pay any sum of money to the institute as contribution to the establishment and running of the institute.

53.    First general meeting.

(1)       The interim president shall, after completion of the first enrollment of members and after making the necessary initial organisation for the establishment of the institute, convene the first general meeting of the institute.

(2)       The first general meeting shall be convened not later than twelve months from the commencement of this Act.

(3)       At the first general meeting—

 

(a)       the interim president shall present to the members a report on the progress of the institute since its establishment which shall include a statement of the institute’s finances;

(b)       the members shall elect the members of the council.

54.    Handing-over by interim council.

The interim council shall hand over all powers and responsibilities to the elected council as soon as is practicable after the election of the council.

SCHEDULES

First Schedule.

s. 10.

Meetings of the institute.

1.     Annual general meeting.

(1)    The institute shall hold an annual general meeting which shall be held before the 30th of June in each financial year of the institute, at a time

 

and place that may be determined by the council.

(2) The following business shall be transacted at the annual general meeting—

(a)       reception and consideration of the annual report of the council;

(b)       reception and consideration of the accounts of the institute and the auditor’s report;

(c)       election of members of the council;

(d)       appointment of auditors; and

(e)       any other business.

2.      Special general meeting.

The council may convene a special general meeting of the institute whenever it considers it necessary and shall convene a special general meeting within ten days from the receipt by the secretary of a requisition in writing stating the object of the proposed meeting and signed by at least twenty members of the institute.

3.      Notice of motion.

(1)       A member wishing to bring a motion not related to the ordinary business of the annual general meeting before the meeting may give notice to the secretary to reach him or her at least five weeks before the date of the annual general meeting.

(2)       The motion must relate to matters of the institute or the accountancy profession.

4.      Notice of meeting.

(1)       The secretary shall send to each member of the institute notice of the meeting not less than fourteen days and not more than twenty-one days before the date of the meeting and the agenda for the meeting.

(2)       In the case of the annual general meeting, the secretary shall send with the notice—

 

(a)       a copy of the annual report of the council;

(b)       a copy of the accounts of the institute together with the auditor’s report;

(c)       a list of persons nominated or proposed for election to the council

 

or its auditors; and (d)    particulars of any motions to be brought before the meeting.

(3) The nonreceipt by any member of the institute of a notice of the meeting or any relevant document shall not invalidate the proceedings of the meeting to which they relate.

5.      Associate members.

Associate members shall be entitled to notice and shall speak during a meeting but shall not be entitled to a vote.

6.      Chairperson of the meeting.

(1)       The president or, in the absence of the president, the vice president shall preside at all meetings of the institute.

(2)       In the absence of both the president and the vice president, the members present shall elect one of the members to preside at the meeting.

7.      Quorum of the meeting.

(1)       At the annual general meeting the quorum shall be seven members, and if after fifteen minutes from the time appointed for the meeting the quorum is not met, the meeting shall stand adjourned to that day a fortnight at the same time and place.

(2)       On the date to which the meeting is adjourned, the meeting shall proceed to business notwithstanding that there may be less than seven members.

(3)       At a special general meeting the quorum shall be ten members, and if after fifteen minutes from the time appointed for the meeting the quorum is not met, the meeting shall stand dissolved.

8.      Adjournments.

(1) The chairperson of any meeting of the institute may, with the advice of the meeting, adjourn the meeting from time to time, and from place to place.

 

(2)       Only the business left unfinished at the meeting from which the adjournment took place shall be transacted at the adjourned meeting.

(3)       No notice shall be given of an adjourned meeting unless the meeting resolved so.

9.      Voting at meetings.

(1)       Every question proposed at any meeting of the institute shall be determined by a simple majority of the members present and voting; and in case of equality of votes, the chairperson shall have a casting vote.

(2)       Voting shall be by show of hands.

10.    Poll demand.

(1)       After the declaration of the decision of the meeting under paragraph 9, a member of the institute may demand a poll in writing, supported by at least nine voting members of the institute.

(2)       No poll shall be demanded on any resolution or amendment relating to election of a chairperson, the appointment of scrutineers or the adjournment of a meeting.

11.    Procedure of a poll.

(1)       On a poll being demanded at a meeting, the chairperson shall, as soon as is reasonably practicable, state the resolution or amendment in a form of proposition which in his or her opinion will be most suitable to ascertain the sense of the members.

(2)       The council shall, within fourteen days after the meeting, issue voting papers to voting members who were present at the meeting at which the poll was demanded, setting out the propositions together with any necessary notes and directions.

(3)       A member wishing to vote on any proposition may do so by sending the voting papers to the institute addressed to the scrutineers to reach them within twenty-one days from the date of the meeting.

 

12.    Appointment of scrutineers.

The institute shall appoint two scrutineers from among its members at a meeting at which a poll is demanded.

13.    Demand of poll not to stop other business.

The demand for a poll at a meeting shall not prevent the transaction of any other business on which the poll has not been demanded.

14.    Meeting of scrutineers.

(1)       Where a poll has been demanded, the scrutineers shall meet not earlier than twenty-two days and not later than twenty-nine days after the meeting at which the poll was demanded to examine the voting papers.

(2)       Envelopes containing the voting papers shall be opened only at the meeting of the scrutineers.

(3)       The scrutineers shall reject the vote of a member who is in arrears with the dues of the institute and may reject the vote of a member who fails to observe any notice of directions relating to the poll or any other vote which in their view ought to be rejected.

(4)       The scrutineers shall, as soon as is practicable, report the results of the voting to the chairperson of the meeting and shall include in the report a statement of the number of votes rejected by them and the reasons for the rejection.

(5)       The chairperson shall send a copy of the report to reach each member as soon as is practicable; and in case of equality of votes, the chairperson shall have a casting vote, and in such a case the chairperson shall declare the result of the vote and the manner in which the casting vote was made.

(6)       The report of the scrutineers or the declaration of the chairperson shall be final.

(7)       The results of the voting shall take effect from the date of the report of the scrutineers or if the meeting was adjourned to a date on which the scrutineers will make a report, from that date.

 

(8) If for any reason the chairperson is unable to exercise any of his or her powers under this paragraph, the powers shall be exercised by a member who was present at the meeting with the help of the council.

15.   Minutes of meetings.

Minutes of the meetings of the institute shall be properly recorded and shall be confirmed by the subsequent meeting and signed by the chairperson and secretary of the meeting, and that shall be sufficient evidence of the meeting.

Second Schedule.

s.14.

Meetings of the council.

1.         The council shall meet as often as the business of the council requires, but the council shall meet at least once in three months.

2.         The president shall convene a meeting of the council if a request for a meeting in writing addressed to the secretary is received by him or her, signed by at least five members of the council.

3.         The council shall meet at a time and place that may be determined by the president.

4.         Notice in writing of a meeting of the council shall be given to each member of the council at least seven clear days before the date of the meeting.

5.         The notice under paragraph 4 shall include, as far as is practicable, a statement of the business to be transacted at the meeting.

6.         The notice shall be deemed to have been sent to each member if the records in the secretary’s office certified by the secretary provides so, unless the contrary is shown.

7.         The nonreceipt of a notice by any member shall not affect the validity of the proceedings of the meeting.

8.         In a case of emergency and with the approval of the president or the vice president in the absence of the president, a notice calling the meeting may be given to the members at least one clear day before the date of the meeting and the nonexistence of the emergency shall not affect the validity of the proceedings of the meeting.

9.         The president or, in the absence of the president, the vice president shall preside at all meetings of the council; and in case of the absence

 

of both the president and the vice president, the members present shall elect one of the members present to preside.

10.      The person presiding at a meeting may, with the consent of the meeting, adjourn the meeting of the council from time to time or from place to place; and the adjourned meeting shall deliberate only the unfinished business, and no new business shall be commenced at the adjourned meeting.

11.      No notice shall be given of an adjourned meeting unless the meeting resolved otherwise.

12.      Six members of the council shall form a quorum.

13.      Questions proposed at a meeting of the council shall be determined by a majority of the votes of members present and voting; and in the case of equality of votes, the person presiding shall have a casting vote.

14.      A member of the council who has any personal interest in a matter being considered by the council shall, as soon as possible, disclose the nature of his or her interest to the council and unless the council decides otherwise shall not deliberate in that matter.

15.      Proper minutes of the deliberations of the meeting shall be recorded and signed by the person presiding at that meeting, and those records shall be sufficient evidence of that meeting.

16.      Subject to this Schedule, the council may regulate its own procedure.

Third Schedule.

s. 29.

Procedure of the disciplinary committee.

1.      Statement of charges.

The council shall cause to be prepared a statement setting out the charges to be inquired into by the committee, and a copy of the statement shall be given to each member of the committee, the person whose conduct is to be inquired into and the person bringing the accusation, if any.

2.      Date of hearing and notice.

(1) The secretary shall fix the date of hearing and shall notify the members of the committee, the person who is the subject of the inquiry and the person bringing the accusation, if any, at least fourteen clear days before the date.

 

(2)       A notice given under subparagraph (1) may be delivered by hand to the person being notified or may be sent by registered letter addressed to the last known address of the person being notified.

(3)       The absence from the hearing of the inquiry of any person to whom notice was given shall not affect the proceedings of the inquiry.

3.      Committee to require any person to appear.

(1)     The committee may require any person—

(a)       to appear before it for the purposes of giving evidence; or

(b)       to produce any document to the committee.

(2)     A person who, when required to appear before the committee or
to produce a document to the committee, refuses to appear or to produce the
document commits an offence and shall be dealt with as if he or she
committed a professional misconduct.

4.      Oath.

The committee shall have power to administer an oath or affirmation to any person who is required to give evidence before the committee, and any person who refuses to be sworn or affirmed commits an offence and shall be dealt with as if he or she committed a professional misconduct.

5.      Representation by counsel.

A person whose conduct is the subject of inquiry may be represented by a legal counsel at the proceedings of the inquiry.

6.      Consultants.

The committee may invite any person to act as a consultant at the inquiry.

7.      Inquiry to be in camera.

Any inquiry held by the committee shall be in camera unless the committee decides otherwise.

 

8.     Decision of the committee.

Any question before the committee shall be decided by a simple majority of the members present.

Fourth Schedule.

s. 45.

Professional code of ethics.

1.      No certified public accountant shall—

(a)       allow a person who is not a certified public accountant to practise in his or her name;

(b)       allow a certified public accountant who is not his or her partner or employee to practise in his or her name; or

(c)       enter into partnership for any professional business with a person who is not a certified public accountant.

2.      No associate accountant shall—

(a)       allow a person who is not an associate accountant to practise in his or her name;

(b)       allow an associate accountant who is not his or her partner or employee to practise in his or her name; or

(c)       enter into partnership for any professional business with a person who is not an associate accountant.

 

3.         No accountant shall pay, allow to pay or agree to pay a share or commission brokerage out of the fee or profits for his or her professional services to a person other than a certified public accountant, an associate public accountant, a retired partner or a nominee or legal representative of a retired partner.

4.         No accountant shall accept any part of the profits of the professional work of a legal practitioner, auctioneer, broker or other agent who is not a certified public accountant or an associate accountant.

5.         No accountant shall solicit clients or professional work either directly or indirectly.

6.         No accountant shall advertise professional services.

7.         No accountant shall disclose information acquired in the course of his or her professional engagement to a person other than the client without the consent of the client.

8.         No accountant shall accept any professional engagement as an auditor which was previously held by another accountant without first communicating with that accountant in writing.

 

9.         No accountant shall accept any appointment as an auditor of a company without first ascertaining from the company whether the requirements of the law relating to appointment of auditors have been complied with.

10.      No accountant shall certify or submit a report of financial statements which financial statements are not examined by him or her, his or her partner or employee of his or her firm.

11.      No accountant shall permit his or her name or the name of his or her firm to be used in a manner leading to a belief that he or she vouches for the accuracy of estimates of earnings of a future transaction.

12.      No accountant shall give his or her opinion on financial statements or business in which he or she, his or her firm or his or her partner has a substantial interest unless he or she disclosed the nature of the interest when expressing his or her opinion.

13.      An accountant shall not charge fees which are based on a percentage of profits or which are based on results except for professional employment in insolvency or receivership.

14.      An accountant shall disclose all material facts which are missing from a financial statement nondisclosure of which would make the financial statement misleading.

15.      An accountant shall report all material misstatements which appear in a financial statement and shall invite attention to any material departure from the generally accepted procedure of audit.

16.      An accountant shall keep all clients’ monies on a separate banking account and shall use that money for the purposes for which it is intended.

17.      No accountant shall knowingly submit a false statement, return or form to a client or the council.

18.      No accountant shall express a professional opinion on a matter without obtaining sufficient information on the matter.

19.      An accountant who conducts his or her professional duties with gross negligence commits an offence of professional misconduct and shall be dealt with under sections 24 and 27 of the Act.

20.      An accountant may enter into partnership with a person outside Uganda who is a member of a society or an institute of accountants approved by the council as being a society or institute with a status equivalent to that of the institute under section 5(1) of the Act.

21.      An accountant may—

 

(a)       secure professional business through  a partnership  under paragraph 20;

(b)       pay to any partner of a partnership under paragraph 20 shares out of the fees or profits for professional services.

 

22. Any partnership between a person who becomes a certified public accountant and a person who becomes an associate accountant at the commencement of the Act, which subsisted on the 31st day of December, 1988, shall continue in force and existence.

Fifth Schedule.

s. 49.

Recognised institutes for first enrollment.

1.         The American Institute of Certified Public Accountants, CPA (USA).

2.         The Association of International Accountants of UK.

3.         The Canadian Institute of Chartered Accountants, ICA (Canada).

4.         The Chartered Association of Certified Accountants (ACCA).

5.         The Chartered Institute of Management Accountants (CIMA).

6.         The Chartered Institute of Public Finance and Accountancy (CIPF).

7.         The Institute of Certified General Accountants of Canada.

8.         The Institute of Certified Public Accountants of Kenya, ICPA (K).

9.         The Institute of Chartered Accountants in England and Wales, ICA (E&W).

10.      The Institute of Chartered Accountants in Ireland.

11.      The Institute of Chartered Accountants in Scotland, ICA (S).

12.      The Institute of Chartered Accountants of India, ACA (India).

13.      The Institute of Chartered Managers and Administrators, ICMA (UK).

14.      The Institute of Chartered Secretaries and Administrators, ICSA.

15.      The National Board of Accountants and Auditors (NBAA) of Tanzania.

History: Statute 12/1992; S.I. 258/1994, s. 3; S.I. 47/1999.

Cross Reference

Companies Act, Cap. 110.