Improved understanding of HIV-related health-seeking behavior at a population level is important in informing the design of more effective HIV prevention and care strategies. We assessed the frequency and determinants of failure to seek free HIV care in Rakai, Uganda. HIV-positive participants in a community cohort who accepted VCT were referred for free HIV care (cotrimoxazole prophylaxis, CD4 monitoring, treatment of opportunistic infections, and, when indicated, antiretroviral therapy). We estimated proportion and adjusted Prevalence Risk Ratios (adj. PRR) of non-enrollment into care six months after receipt of VCT using log-binomial regression. About 1145 HIV-positive participants in the Rakai Community Cohort Study accepted VCT and were referred for care. However, 31.5% (361/1145) did not enroll into HIV care six months after referral. Non-enrollment was significantly higher among men (38%) compared to women (29%, p=0.005). Other factors associated with non-enrollment included: younger age (15-24 years, adj. PRR = 2.22; 95% CI: 1.64, 3.00), living alone (adj. PRR = 2.22; 95% CI: 1.57, 3.15); or in households with 1-2 co-residents (adj. PRR = 1.63; 95% CI: 1.31, 2.03) compared to three or more co-residents, or a CD4 count >250 cells/ul (adj. PRR = 1.81; 95% CI: 1.38, 2.46). Median (IQR) CD4 count was lower among enrolled 388 cells/ul (IQR: 211,589) compared to those not enrolled 509 cells/ul (IQR: 321,754). About one-third of HIV-positive persons failed to utilize community-based free services. Non-use of services was greatest among men, the young, persons with higher CD4 counts and the more socially isolated, suggesting a need for targeted strategies to enhance service uptake.