Legal Form and Governance Risk in the Classification of Private and Public Companies in Uganda

The distinction between private and public companies provides an important organising principle in Ugandan company law, particularly for membership, share transfers and access to public capital. Its usefulness as a measure of corporate governance risk is less certain. This article examines whether governance obligations should depend primarily on legal form or should also reflect a company's ownership structure, financial exposure and organisational complexity. It adopts a doctrinal method, analysing the Companies Act, Cap 106, the corporate governance provisions associated with Table F, beneficial ownership requirements, selected Ugandan decisions and comparative authorities. Agency and stewardship theories provide complementary explanations of the relationship between control and accountability. The analysis finds that the statutory distinction remains valuable for legal certainty and capital formation, but does not directly capture every source of governance risk. Beneficial ownership disclosure improves the visibility of control without establishing that directors exercise independent judgment or that corporate assets are properly protected. Judicial remedies address particular abuses but cannot replace continuing preventive oversight. The article proposes a proportionate framework that retains the existing classification, preserves core obligations and adds enhanced requirements where objectively defined exposure justifies them. It recommends clearer guidance, reliable ownership information, practical director education and coordinated enforcement. The proposed framework is a regulatory design contribution rather than an empirically validated model; appropriate thresholds require consultation and evidence on compliance costs and governance outcomes.