Wakilii

Awor Rita Monica v Okullo Willy and Another (Company Application Cause No. 40837 of 2024)

Tribunal · [2025] UGRSB 35 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies under Regulation 20 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 seeking rectification of the company register
Decision
Application granted. Company register rectified by expunging all irregular share transfers and documents filed on 2nd February 2021. Shares of late Ben Ogwang Ochoo transmitted to his estate representatives. Shares of late Lily Ochoo and Matthew Ogwang reverted to company as unissued shares. First Respondent recognized as sole surviving director and company secretary.

Observed later treatment

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Holding

The Registrar held that the applicant, as executrix of the late Ben Ogwang Ochoo's estate, had locus standi to challenge share transfers. All share transfers to the respondents were declared unlawful: transfers purportedly executed by deceased shareholders (Ben Ogwang Ochoo died 2018, Lily Ochoo died 1999) after their deaths were invalid; Matthew Ogwang was found not to be a member as he never signed the Memorandum and Articles at incorporation. The amended Memorandum and Articles of Association and appointment of respondents as directors were irregular. The Registrar ordered expungement of all irregular documents and restoration of the register to its original state.

Outcome

Application granted. Company register rectified by expunging all irregular share transfers and documents filed on 2nd February 2021. Shares of late Ben Ogwang Ochoo transmitted to his estate representatives. Shares of late Lily Ochoo and Matthew Ogwang reverted to company as unissued shares. First Respondent recognized as sole surviving director and company secretary.

Facts

B.P Enterprises and Construction Company Limited was incorporated in 1999 with 450 shares held by Ben Ogwang Ochoo (315 shares), Lily Ochoo (90 shares), and Matthew Ogwang (45 shares). Lily Ochoo died in 1999 and Ben Ogwang Ochoo died in 2018. In 2021, share transfer forms dated 19th January 2021 were registered purporting to transfer all shares to the respondents Okullo Willy (360 shares) and his wife Akoli Susan (90 shares). The transfers were allegedly executed by the deceased shareholders after their deaths. The applicant, Awor Rita Monica, was appointed executrix of Ben Ogwang Ochoo's estate following a court amendment that removed Okullo Willy as executor. Upon conducting a company search, she discovered the irregular transfers and that the respondents had been appointed as directors and the company's Memorandum and Articles of Association had been amended. Matthew Ogwang testified that he never signed the company's incorporation documents and never transferred any shares.

Issues

  1. Whether the Applicant has locus to bring the Application?
  2. Whether the transfer of 450 ordinary shares to the Respondents was lawful?
  3. Whether the amendment of the original Memorandum and Articles of Association and subsequent appointment of the Respondents as Directors and the first Respondent as company secretary in the Company were lawful?
  4. Whether the parties are entitled to the remedies sought?

Orders

  • Transfer of shares instrument registered on 2nd February 2021 transferring 315 ordinary shares to the first Respondent from the Late Ben Ogwang Ochoo expunged as it was a result of an illegal endorsement.
  • Transfer of shares instrument registered on 2nd February 2021 transferring 45 ordinary shares to the first Respondent from Ogwang Matthew expunged as it was a result of an illegal endorsement.
  • Transfer of shares instrument registered on 2nd February 2021 transferring 90 ordinary shares to the second Respondent from the Late Lilly Ochoo expunged as it was a result of an illegal endorsement.
  • Special resolution filed on 2nd February 2021 authorizing the appointment of the respondents as shareholders and directors and the removal of Ben Ogwang Ochoo, Lily Ochoo and Matthew Ogwang as directors and shareholders expunged as it was a result of an illegal endorsement.
  • Amended Memorandum and Articles of Association registered on 2nd February 2021 altering the share subscription to reflect the Respondents as shareholders expunged as it was a result of an illegal endorsement.
  • Particulars of directors and secretary form (form 20) registered on 2nd February 2021 reflecting the Respondents as directors/secretary of the Company expunged as it was a result of an illegal endorsement.
  • Return of allotment form (form 10) registered on 2nd February 2021 showing the respondents as shareholders of B.P Enterprises and Construction Company Limited expunged as it was a result of an illegal endorsement.
  • Shares formerly possessed by the deceased Ben Ogwang Ochoo to be lawfully transmitted to the Applicant and the first Respondent in their capacity as the legally appointed Executrix and Executor of the estate of the Late Ben Ogwang Ochoo.
  • Ninety shares owned by the Late Lily Ochoo to revert back to the company to be treated by the company as unissued shares.
  • Forty-five shares originally owned by Matthew Ogwang to revert back to company to be treated as unissued shares.
  • First Respondent, Okullo Willy, recognized as the legally appointed Company Secretary and the sole surviving original Company Director.
  • No order as to costs.

Rules and key headnotes

Company Law — Locus Standi — Personal Representative of Deceased Member
A personal representative of a deceased member of a company has locus standi to bring an application to the Registrar of Companies under Regulation 20(c) of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to challenge irregularities in the transfer of the deceased member's shares and other company affairs.
Company Law — Share Transfers — Validity — Execution by Deceased Persons
A share transfer instrument purportedly executed by a deceased shareholder after their death is invalid and cannot effect a lawful transfer of shares, regardless of whether the transferee claims to have obtained legal advice or submitted probate documents.
Company Law — Membership — Requirements — Subscription to Memorandum
Under Section 45 of the Companies Act Cap 106, a person becomes a member of a company either by being a subscriber to the memorandum at incorporation or by acquiring shares after incorporation. A person who did not sign the Memorandum and Articles of Association at incorporation and did not subsequently purchase shares cannot be considered a member and cannot transfer shares they never possessed, following the principle nemo dat quod non habet.
Company Law — Share Transfers — Board Approval — Requirement for Resolution
Directors have discretion under the Articles of Association to accept or deny a transfer of shares, and such acceptance or refusal must be by way of a Board resolution. A share transfer effected without Board approval, even if accompanied by a grant of probate or power of attorney, is unlawful.
Company Law — Directors — Appointment and Removal — Procedural Requirements
Under Section 191(1) of the Companies Act Cap 106, a company may remove a director before the expiration of their period of office only by ordinary resolution. Appointment of new directors must also comply with the procedural requirements in the Articles of Association. A Special Resolution purportedly signed by deceased persons or non-directors is irregular and cannot effect valid appointment or removal of directors.
Company Law — Amendment of Memorandum and Articles — Special Resolution Requirement
Under Sections 10(1) and 16(1) of the Companies Act Cap 106, a company may alter its Memorandum and Articles of Association only by Special Resolution passed by a majority of not less than three-fourths of members entitled to vote. An amendment effected without a valid Special Resolution is unlawful. Furthermore, an amendment based on illegal share transfers is itself illegal under the principle ex turpi causa non oritur actio.
Company Law — Registrar's Powers — Rectification of Register — Expungement
Under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, the Registrar has power to rectify and update the company register and to expunge any information or document that is inaccurate, issued in error, contains an entry made in error, contains an illegal endorsement, or is illegally or wrongfully obtained.

Legislation cited (17)

Cases cited (7)

  • Law Society of Kenya v Commissioner of Lands and Others (Civil Case No. 464 of 2000)
  • Dima Enterprises Poro v Inyani Godfrey (Civil Appeal No. 17 of 2016)
  • Barry Mpeirwe v Alsaco International Ltd (HCCS No. 440 of 2014)
  • Re Smith & Fawcett Ltd [1942] 1 All ER 542
  • Rev Dr Kabushenga and Another v Great Lakes Regional University (Misc Application No. 904 of 2021)
  • Olive Kigongo v Mosa Courts Apartment Ltd (Company Cause No. 01 of 2015)
  • Kirima and 4 Others v Kabushenga (Civil Suit No. 18 of 2022)

Full judgment

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

Awor Rita Monica v Okullo Willy and Another (Company Application Cause No. 40837 of 2024) [2025] UGRSB 35 (24 November 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.