Wakilii

Akise Waako Anne Josephine v Lubega Fred Farid and Another (Company Petition 58931 of 2026)

Tribunal · [2026] UGRSB 27 · 2026 Petition Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies challenging the validity of resolutions purportedly appointing new directors and removing existing directors
Decision
Impugned resolutions expunged from the company register; original directors restored

Observed later treatment

No later-treatment classification is recorded for this judgment.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

The Registrar of Companies held that a resolution purportedly appointing new directors and removing existing 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 invalid resolution and restoration of the original directors to the company register.

Outcome

Impugned resolutions expunged from the company register; original directors restored

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 official email 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 Resolutions
Unless otherwise provided in a company's Articles of Association, the power to appoint directors vests in the members acting through a validly convened general meeting in accordance with the procedures prescribed under the Companies Act and the company's Articles of Association.
Company Law — Resolutions — Validity — Burden of Proof
Where the alleged appointing members challenge both the occurrence and validity of an appointment process and deny authorising the same, serious doubt is cast on whether any lawful resolution was ever passed, and the purported appointments cannot be presumed valid merely by assertion in the absence of clear evidence demonstrating compliance with the Articles and statutory requirements.
Company Law — General Meetings — Notice and Procedure — Evidential Requirements
The absence of notices, agenda, proof of service, minutes, attendance register, or any contemporaneous corporate records demonstrating that a meeting was convened or held in accordance with the Articles of Association and the requirements of the Companies Act is not a mere procedural irregularity but a fundamental defect that goes to the root of the alleged appointment process.
Company Law — Company Register — Registrar's Duty to Maintain Integrity
The Registrar of Companies, as the statutory custodian of the Company Register, bears a legal obligation to safeguard the accuracy, reliability, and integrity of the register, and cannot permit the register to be polluted or maintained on the basis of documents tainted by illegality, misrepresentation, or procedural impropriety.
Company Law — Company Register — Rectification — Powers of Registrar
Where entries on the register are shown to have originated 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.
Civil Procedure — Service of Process — Substituted Service
Where the Registrar is satisfied that for any reason an application or petition cannot be served in the ordinary way, the Registrar may order substituted service by affixing a copy in a conspicuous place at the registry and at the respondent's last known residence or place of business, or by advertisement in a newspaper of wide circulation, and such substituted service shall be as effectual as if it had been made 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

↓ Download PDF

The original judgment as reported. Read the original PDF before relying on any passage.

Akise Waako Anne Josephine v Lubega Fred Farid and Another (Company Petition 58931 of 2026) [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.