Wakilii

Akise Waako Anne Josephine v Lubega Fred Farid and Another [2026] UGRSB 27

Tribunal · 2026 Petition Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies to expunge fraudulent company filings and rectify the company register
Decision
Fraudulent company filings expunged and company register rectified to restore original directors

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar of Companies held that a resolution purportedly appointing new directors was illegally and wrongfully obtained where the alleged signatories denied signing it, no evidence of a validly convened meeting existed, and the purported appointees were not members of the company as required by the Articles of Association. The Registrar ordered expungement of all filings based on the fraudulent resolution and rectification of the company register to restore the original directors.

Outcome

Fraudulent company filings expunged and company register rectified to restore original directors

Facts

Renata Hotel Limited was incorporated on 20 July 2016 with two shareholders and directors: Akise Waako Anne Josephine (also company secretary) and Kyakunzire Jean Lillian Mulokozi. In March 2026, when the petitioner instructed lawyers to file a resolution for sale of company property, they discovered the company's login credentials and contact details had been changed. A company search revealed that on 20 October 2025, a resolution had been filed purportedly signed by both shareholders appointing Lubega Fred Farid and Kansiime Winnie as directors and removing the original directors. The petitioner denied signing the resolution and claimed the signatures were fabricated. A subsequent board resolution dated 28 October 2025 purported to empower TOTCO (U) Limited to acquire company land. The respondents neither entered appearance nor filed a reply despite substituted service by newspaper advertisement.

Issues

  1. Whether the impugned documents were validly passed?
  2. What remedies are available to the parties?

Orders

  • The Ordinary Resolution dated 20th October 2025 and filed on 27th October 2025 appointing Lubega Fred Farid and Kansiime Winnie as directors and ceasing Akise Waako Anne Josephine and Kyakunzire Jean Lillian Mulokozi, and appointing Lubega Fred Farid as company secretary and ceasing Akise Waako Anne Josephine, be expunged for having been illegally and wrongfully obtained.
  • The Company Form 20 (Notification of Appointment of Director and Secretary) introducing Lubega Fred Farid and Kansiime Winnie as directors, and Lubega Fred Farid as company secretary, be expunged for being inaccurate, and illegally and wrongfully obtained.
  • The Board Resolution dated 28th October 2025 and filed on 29th October 2025 empowering TOTCO (U) Limited to acquire the legal interest of Mailo land comprised in Block 27 Plot 555 at Makerere, Kampala district, from Renata Hotel Limited, be expunged for being misleading and containing an illegal endorsement.
  • No order as to costs.

Rules and key headnotes

Company Law — Directors — Appointment — Eligibility Requirements
Where a company's Articles of Association provide that no person shall be a director unless he is a member of the company, the purported appointment of non-members as directors is invalid and cannot stand.
Company Law — Directors — Appointment — Validity of Resolution
A resolution purportedly appointing directors is invalid where the alleged signatories expressly deny signing it, no evidence exists of a validly convened general meeting, and no notices, minutes, attendance register or other contemporaneous corporate records are produced to establish compliance with the Companies Act and the company's Articles of Association.
Company Law — Company Register — Registrar's Duty to Maintain Accuracy
The Registrar of Companies, as statutory custodian of the company register, bears a legal obligation to safeguard the accuracy, reliability and integrity of the register and cannot permit it to be maintained on the basis of documents tainted by illegality, misrepresentation or procedural impropriety.
Company Law — Company Register — Rectification and Expungement
Where entries on the company register originate from a resolution whose authenticity is doubtful and whose underlying meeting has not been proven to have lawfully occurred, the Registrar is empowered and duty-bound to rectify the register by expunging all entries founded upon such illegality pursuant to Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016.
Civil Procedure — Service of Process — Substituted Service
Where the Registrar is satisfied that for any reason a petition cannot be served in the ordinary way, the Registrar may order substituted service by advertisement in a newspaper of wide circulation, and such substituted service is as effectual as if it had been made on the party personally.

Legislation cited (12)

  • Companies Act Cap. 106 s.136
  • Companies Act Cap. 106 s.148
  • Companies Act Cap. 106 s.243
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Part V
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8(2)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 23(e)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 27(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 27(3)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 28(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 28(2)

Cases cited (1)

  • Bank of Baroda (U) Limited v Lekimu Stationers and General Merchants Limited and Hassan Katende (HCCS No. 904 of 1993)

Full judgment

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Akise Waako Anne Josephine v Lubega Fred Farid and Another 2026 UGRSB 27 (20 May 2026)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.