Wakilii

Ayebare Lawrence v Maliho John and Others (Company Application No. 73809 of 2025)

Tribunal · [2026] UGRSB 10 · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies for expungement of company resolutions alleged to have been irregularly passed
Decision
Application granted. All contested resolutions expunged from the company register. Founding members directed to hold proper meeting to appoint directors.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that the ordinary resolution of 13 December 2023 appointing the board of directors was invalid because the applicant's signature was forged, no proper notice was given under section 136 of the Companies Act, and no minutes were kept as required by section 148. Forensic evidence established the signature was fabricated. All subsequent resolutions passed by the irregularly appointed board, including resolutions removing the applicant as signatory and director, were consequently null and void. The Registrar ordered expungement of all contested resolutions from the company register and directed the three founding members to hold a proper meeting to appoint directors.

Outcome

Application granted. All contested resolutions expunged from the company register. Founding members directed to hold proper meeting to appoint directors.

Facts

Customs Agents Single Umbrella Organisation Limited was incorporated on 6 November 2020 with three initial subscribers: Ayebare Lawrence (the applicant), Maliho John, and Dickson Kejje Mbayo. An ordinary resolution dated 13 December 2023 purportedly appointed a board of directors with Ayebare as Chairperson. A board resolution of 13 May 2025 appointed the three founding members as signatories to the company's bank account at Diamond Trust Bank. On 20 October 2025, a board resolution removed Ayebare as a bank signatory and replaced him with Jamil Miiro. On 20 November 2025, an ordinary resolution removed Ayebare as Chairperson and board member. Ayebare applied to the Registrar to expunge these resolutions, claiming his signature on the 13 December 2023 resolution was forged and that he was never properly notified of meetings. He produced a forensic analysis report from the Directorate of Forensic Services concluding that the signature on the 13 December 2023 resolution was not his. The respondents maintained the resolutions were validly passed with proper notice.

Issues

  1. Whether the contested company resolutions were validly passed.
  2. What remedies are available to the parties.

Orders

  • The Ordinary Resolution dated 13 December 2023 appointing the Applicant and Respondents as Directors be expunged from the register for being illegally endorsed.
  • Company Form 20 dated 13 December 2023 be expunged from the register for being wrongfully obtained.
  • The Board Resolution registered on 7 June 2025 appointing signatories to the company bank account be expunged for being wrongfully obtained.
  • The Board Resolution registered on 20 October 2025 removing the Applicant as a signatory and replacing him with Mr. Jamil Miiro be expunged for being wrongfully obtained.
  • The Ordinary Resolution dated 20 November 2025 removing the Applicant as member of the Board of Trustees, Chairperson and Board member be expunged for having been wrongfully obtained.
  • Company Form 20 dated 20 November 2025 be expunged for having been wrongfully obtained.
  • The three founding members shall have a member's meeting to appoint a board of directors and/or appoint/admit other members legally into the company.
  • The appointed Company Secretary will ensure necessary filings are made at the Companies Registry.
  • Each party shall bear their own costs.

Rules and key headnotes

Company Meetings — Notice Requirements — Section 136 Companies Act
A general meeting of a company must be called by twenty-one days' notice in writing as required by section 136 of the Companies Act Cap 106, and in the absence of evidence that proper notice was given, the meeting and any resolutions purportedly passed at it are invalid.
Company Minutes — Evidentiary Value — Section 148 Companies Act
Minutes of company meetings recorded in accordance with section 148 of the Companies Act are prima facie evidence of the proceedings and create a legal presumption that meetings were duly held and convened, placing the burden on anyone challenging a resolution to provide credible evidence to rebut that presumption.
Expert Evidence — Forensic Analysis — Weight of Expert Opinion
An expert is not a witness of fact and expert evidence is only advisory; a court or tribunal will not act on the opinion of an expert unless the facts upon which the opinion is based are proved in evidence.
Forged Signatures — Validity of Company Resolutions
Where forensic evidence establishes that a member's signature on a company resolution was forged, and there is no evidence of proper notice or minutes of the meeting at which the resolution was purportedly passed, the resolution is invalid and must be expunged from the company register.
Illegality — Duty to Address Illegality Once Brought to Attention
Once an illegality is brought to the attention of a court or tribunal, it cannot be ignored and overrides all questions of pleadings including admissions; a tribunal cannot sanction what is illegal.
Invalid Appointments — Resolutions Passed by Irregularly Appointed Directors
Resolutions passed by persons who were irregularly appointed as directors are null and void and render the outcome worthless; where a board of directors was appointed under an invalid resolution, all subsequent resolutions passed by that board are also invalid.
Registrar of Companies — Powers to Rectify Register — Regulation 8 SI 71/2016
The Registrar of Companies has statutory power under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to rectify the company register and expunge documents that are misleading, inaccurate, contain entries made in error, contain illegal endorsements, or are illegally or wrongfully obtained.

Legislation cited (6)

Cases cited (3)

  • Iwa Richard Okeny v Obol George Okot (Miscellaneous Application No. 063 of 2012)
  • Makula International Ltd v His Eminence Cardinal Nsubuga and Another (1982) HCB 11
  • Fang Min v Uganda Hui Neng Mining Limited and 5 Others (HCCS No. 318 of 2016)

Full judgment

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

Ayebare Lawrence v Maliho John and Others (Company Application No. 73809 of 2025) [2026] UGRSB 10 (9 March 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.