Meet Paul Mbuga, the Corporate & Commercial Lawyer Advising MTN on Its Fintech Separation

When MTN Uganda set in motion the structural separation of its mobile money business into a fully independent, Bank of Uganda–licensed fintech company, it was clear this would be one of the most complex corporate reorganisations in Uganda’s financial services sector in recent years.

It required legal counsel with a proven track record in high-value, high-stakes transactions and MTN turned to Paul Mbuga, Partner at S&L Advocates (a member of DLA Piper Africa).

Mbuga, a seasoned commercial and infrastructure lawyer, is currently advising the MTN Uganda team on every stage of the process.

The separation, part of a wider MTN Group fintech carve-out spanning four countries, will see MTN MoMo (U) Ltd amalgamated into a new entity—MTN New FinCo—which will remain licensed by the Bank of Uganda.

Under the transaction structure, MTN Group Fintech Holdings B.V. will hold a 76.015% majority stake, with the remaining 23.985% placed in a Trust for the benefit of MTN Uganda’s minority shareholders until a planned listing on the Uganda Securities Exchange in approximately three to five years.

The transaction is not just a compliance exercise; it is a strategic restructuring aligned with MTN Group’s Ambition 2025strategy, aimed at unlocking value, attracting strategic investment, and positioning fintech as a standalone growth engine.

For Mbuga, it is the latest in a long line of corporate advisory mandates involving some of Uganda’s most prominent companies.

A Record of Legal Precision in High-Stakes Transactions

Paul Mbuga’s expertise spans corporate and commercial law including, mergers and acquisitions and private equity, capital markets transactions, projects and infrastructure, and regulatory compliance.

This broad skill set has established him as a trusted adviser to leading corporate, financial, and infrastructure entities, both in Uganda and beyond.

While he is currently advising MTN Uganda on its fintech separation, his history with the telecom giant is extensive.

He played a central role in MTN Uganda’s USD 150 million initial public offer and listing, one of the most significant equity offerings in the history of Uganda’s capital markets.

He also guided the company through a follow-on secondary market sale of a 7.05% stake, a transaction that achieved an impressive 230% subscription rate, underscoring strong investor appetite.

Earlier still, Mbuga was instrumental in the structural re-organisation that created MTN Mobile Money (U) Ltd, ensuring compliance with the National Payment Systems Act, 2020.

His client base extends well beyond MTN. In the banking sector, he has acted for Stanbic Bank and Centenary Bank on corporate reorganisations that introduced holding company structures—landmark transactions that have reshaped corporate governance frameworks in Uganda’s financial industry.

Key Deals Across Sectors

Mbuga’s experience cuts across multiple sectors, reflecting both the breadth and depth of his legal expertise.

He has advised TotalEnergies on the amalgamation of its downstream petroleum operations with GAPCO Uganda, as well as on renewable energy ventures that include the planned development of two 20 MWac solar power plants in Iganga and Tororo.

In the financial sector, he has counselled dfcu Group on a USD 55 million rights issue and guided Kakira Sugar in launching a USD 30 million medium-term note programme.

In the energy and infrastructure space, Mbuga has acted for sponsors and lenders in establishing Uganda’s first licensed corporate power purchase arrangement for a commercial and industrial captive solar power facility.

He has also represented lenders in the USD 403 million refinancing of the 250 MW Bujagali II hydropower project—a landmark transaction in the country’s power sector. Additionally, he has advised AMEA Power on the establishment and financing of the 20 MWac Madi-Okollo solar power plant.

These engagements underscore his versatility, ranging from multi-million-dollar energy infrastructure financing to intricate capital markets transactions and cross-border mergers and acquisitions.

Standing in the Legal Community

Paul Mbuga is an Advocate of the High Court of Uganda and a member of the Uganda Law Society and the East African Law Society.

His academic credentials include a Master of Laws (LL.M.) in International Commercial Law from the University of Birmingham, a Bachelor of Laws from Makerere University, and a Post-Graduate Diploma in Legal Practice from the Law Development Centre.

In 2023, CEO East Africa Magazine recognised him among Uganda’s 75 Highly Regarded Business Lawyers, a peer and market-based acknowledgement of his expertise, professionalism, and impact on the corporate and financial legal space.

Why MTN’s Fintech Separation Matters—and Why Mbuga’s Role is Central

The MTN fintech separation is more than a corporate reshuffle—it is a structural shift with implications for financial inclusion, regulatory oversight, and market competition.

Uganda’s mobile money industry is a key driver of digital payments and financial services, and MTN MoMo is the market leader.

The separation ensures compliance with evolving regulations, while also creating a platform for innovation, strategic partnerships, and eventual listing.

For such a pivotal transaction, the stakes are high. It requires navigating corporate law, capital markets rules, banking regulation, and cross-border corporate governance.

That is where Mbuga’s experience across banking, energy, telecoms, and capital markets transactions comes into sharp focus.

As MTN Uganda advances toward the final regulatory approvals and implementation of its fintech separation plan, Paul Mbuga’s legal and strategic guidance will remain critical in ensuring the process meets both legal requirements and MTN Group’s broader strategic objectives.