Wakilii

Anguria Peter and Others v Byamugisha Emma (Petition No. 21193 of 2025)

Tribunal · [2025] UGRSB 36 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies under the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 for rectification of the company register
Decision
All eleven contested board resolutions expunged from the company register

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 held that eleven board resolutions purportedly passed by Tonta United Voice Association Limited between April and September 2025 were invalid because they bore forged signatures of two directors who neither attended meetings nor authorised the resolutions. The respondent admitted no board meetings occurred and that signatures were fabricated by a third party. The resolutions violated the company's Articles of Association requiring either physical board meetings or written approval by all directors. All eleven resolutions were expunged from the register as irregularly passed and void ab initio.

Outcome

All eleven contested board resolutions expunged from the company register

Facts

Tonta United Voice Association Limited is a company limited by guarantee registered on 18 January 2024 with fourteen subscribers and four directors. Eleven petitioners, who are subscribers and directors of the company, discovered that between April and September 2025, eleven board resolutions had been registered with the Uganda Registration Services Bureau bearing the forged signatures of two directors (Anguria Peter and Ronald Kiyimba). The resolutions purported to authorise the opening of multiple bank accounts with various financial institutions. The petitioners alleged that the respondent, Byamugisha Emma (a director and subscriber), colluded with a non-member, Mr Tuhurirwe Primo, to fabricate the signatures and register the resolutions without convening any board meetings or obtaining proper authorisation. The respondent admitted during the hearing that he had contacted Tuhurirwe Primo, that no board meetings had occurred, and that the signatures were not genuine. The petitioners also alleged that the respondent withheld company documents, falsely claimed sole ownership of the association, and engaged in embezzlement and abuse of office.

Issues

  1. Whether the impugned board resolutions were validly passed.
  2. What remedies are available to the parties.

Orders

  • The Board Resolution dated 23rd April 2025, registered on 23rd May 2025, concerning the opening of a bank account with DFCU Bank (U) Ltd shall be expunged from the Register.
  • The Board Resolution dated 12th June 2025 registered on 16th June 2025 opening a Bank Account with Equity Bank to handle all funds from Kawempe Division be expunged.
  • The Board Resolution dated 12th June 2025 registered on 16th June 2025 opening a Bank Account with Centenary Rural Development Bank Limited to handle all National funds of the Association be expunged.
  • The Board Resolution dated 12th August 2025 registered on 26th August 2025 opening National funds of the Association with the name 'Tonta United Voice Association Limited - National Funds' be expunged.
  • The Board Resolution dated 06th August 2025 registered on 26th August 2025 opening National funds with the name 'Tonta United Voice Association Limited - Rubaga Division' be expunged from the Register.
  • The Board Resolution dated 06th August 2025 registered on 26th August 2025 opening National funds with the name 'Tonta United Voice Association Limited - Kampala Central Division' be expunged.
  • The Board Resolution dated 06th August 2025 registered on 08th August 2025 opening funds from Kampala Central Division under the name 'Tonta United Voice Association Limited - Kampala Central Division' be expunged.
  • The Board Resolution dated 06th August 2025 registered on 08th August 2025 opening funds from Kampala Central Division be expunged.
  • The Board Resolution dated 06th August 2025 registered on 08th August 2025 opening funds from Rubaga Division be expunged.
  • The Board Resolution dated 12th September 2025 registered on 26th September 2025 to handle all National Funds with the Account name 'Tonta United Voice Association Limited - National Funds' be expunged.
  • The Board Resolution dated 16th September 2025 registered on 26th September 2025 to handle all National Funds from Rubaga Division under the name 'Tonta United Voice Association Limited Nakaseke District' be expunged.
  • No order as to costs.

Rules and key headnotes

Company Law — Board Resolutions — Validity — Requirements for Valid Passage
A board resolution is invalid and void ab initio where it purports to bear the signatures of directors who neither attended a board meeting at which the resolution was passed nor authorised the resolution by any of the alternative means specified in the company's articles of association.
Company Law — Board Resolutions — Written Resolutions — Requirements for Validity
Where a company's articles of association permit resolutions to be passed without a physical board meeting, the resolution must be signed or approved by each director entitled to notice by one of the specified means (letter, telegram, cablegram, telefax or email), and the absence of such approval renders the resolution invalid.
Administrative Law — Registrar of Companies — Powers — Rectification of Register
The Registrar of Companies has statutory power under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to expunge from the register any information or document that is misleading, inaccurate, issued in error, illegally obtained, or contains entries made in error.
Company Law — Board Resolutions — Forged Signatures — Effect on Validity
Board resolutions bearing forged signatures of directors are irregularly passed and void ab initio, and are liable to be expunged from the company register by the Registrar of Companies.

Legislation cited (3)

  • Companies Act Cap 106 s.243
  • 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 32

Full judgment

↓ Download PDF

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

Anguria Peter and Others v Byamugisha Emma (Petition No. 21193 of 2025) [2025] UGRSB 36 (8 December 2025)
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.