Wakilii

Bank of Africa (U) Limited and Haile Benteyehun v Perfect Roses Farm Limited (Miscellaneous Application No. 1556 of 2025)

High Court · [2025] UGCOMMC 311 · 2025 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to dismiss main suit for lack of legal capacity arising from company being struck off register
Decision
Application dismissed; main suit to proceed

Observed later treatment

No later-treatment classification is recorded for this judgment.

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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

Held that a company struck off the register of companies but subsequently reinstated has legal capacity to maintain proceedings. The reinstatement settled the question of capacity. The court rejected arguments raised only in written submissions about the invalidity of proceedings conducted during the period between striking off and restoration, as these constituted a departure from pleadings and were not raised in the motion papers.

Outcome

Application dismissed; main suit to proceed

Facts

The Respondent company filed Civil Suit No. 355 of 2017 against the Applicants. On 14 August 2023, the Registrar of Companies struck the Respondent off the register of companies. The Applicants then brought this application seeking dismissal of the main suit on grounds that the Respondent lacked legal capacity to maintain proceedings. The Respondent filed affidavits in reply revealing that it had embarked on the process of reinstatement and subsequently filed a supplementary affidavit confirming completion of reinstatement on the register of companies. The Applicants did not file an affidavit in rejoinder disputing the restoration.

Issues

  1. Whether the Respondent has the legal capacity to maintain the main suit.

Orders

  • Application dismissed.
  • Costs of the application to abide by the outcome of Civil Suit No. 0355 of 2017.

Rules and key headnotes

Company Law — Legal Capacity — Struck Off Companies — Effect of Reinstatement
A company that has been struck off the register of companies but subsequently reinstated has legal capacity to maintain proceedings.
Civil Procedure — Pleadings — Departure from Pleadings — Arguments Raised Only in Submissions
A party may not raise arguments in written submissions that constitute a departure from the case pleaded in the motion papers. Arguments about the invalidity of proceedings conducted during a period when a company was struck off, when the motion sought only dismissal for lack of capacity, constitute an impermissible departure from pleadings.

Legislation cited (4)

Cases cited (1)

  • Interfreight Forwarders v East African Development Bank (Supreme Court Civil Appeal No. 33 of 1992)

Full judgment

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

Bank of Africa (U) Limited and Haile Benteyehun v Perfect Roses Farm Limited (Miscellaneous Application No. 1556 of 2025) [2025] UGCommC 311 (29 August 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.