Beneficial Ownership, Transparency and Corporate Governance in Uganda's Extractive Sector

The extractive sector exploits resources that, under the Constitution, belong to the people, and generates revenues of great importance to development; yet the companies that hold extractive rights may conceal the natural persons who ultimately own and control them behind chains of intermediate companies, nominees and trusts, with consequences for taxation, for the fight against corruption and for the accountability of the sector. This article examines beneficial ownership, transparency and corporate governance in Uganda's extractive sector. It sets out the concepts of beneficial ownership, transparency and corporate governance and the reasons they matter in the extractive context; it traces the problem of corporate opacity to the principle of separate legal personality and examines the limited jurisprudence on piercing the corporate veil, in Salomon v Salomon, Gilford Motor Co v Horne, Adams v Cape Industries and Prest v Petrodel; it examines the international framework, comprising the EITI Standard, the FATF Recommendations and the United Nations Convention against Corruption; and it examines Uganda's legal framework, comprising article 244 of the Constitution, the Companies Act Cap 106 and its beneficialownership register, the Anti-Money Laundering Act Cap 118, the Public Finance Management Act Cap 171, the Mining and Minerals Act and the Petroleum (Exploration, Development and Production) Act, and Uganda's membership of the EITI. It argues that Uganda has a legal framework substantially aligned with international standards, but that its effectiveness is constrained by weaknesses of verification, enforcement, capacity and accessibility, and it recommends the strengthening of the register, of the institutions, of international cooperation, and of the governance of the companies, including the Stateowned extractive entities, in the sector.