Wakilii

Bryan Xsabo Strategy Consultants ( Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)

High Court · [2021] UGHCCD 73 · 2021 Appeal Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Appeal from decision of Registrar General of Companies under Section 291 & 293 of the Companies Act, 2012
Decision
Matter remitted to Registrar of Companies for rehearing before a different registrar

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

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.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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 High Court held that the Registrar of Companies retained jurisdiction to rectify the company register despite parallel arbitration proceedings, as rectification was not a matter subject to the arbitration agreement and fell within the Registrar's statutory powers under the Companies Act 2012 and the Companies (Powers of the Registrar) Regulations. However, the Registrar's decision was set aside for procedural irregularity, as the Registrar failed to take evidence by statutory declaration or viva voce as required by section 288 of the Companies Act, thereby denying the appellants a fair hearing. The matter was remitted for rehearing before a different registrar.

Outcome

Matter remitted to Registrar of Companies for rehearing before a different registrar

Facts

MSS Xsabo Power Limited was incorporated to develop a 20MW solar power project with two shareholders: Bryan Xsabo Strategy Consultants (Uganda) Ltd (80 shares) and Mola Solar Systems (Uganda) Limited (20 shares). On 30 April 2017, the company and its shareholders entered into an Investment Agreement with Great Lakes Energy Company N.V to finance the project. Following an extraordinary general meeting on 6 July 2017, the share capital was increased and 96 ordinary shares were allotted to Great Lakes Energy Company N.V. A dispute arose when the parties alleged Great Lakes failed to pay for the allotted shares. On 4 November 2019, a board resolution was passed revoking Great Lakes' shareholding and transferring the shares to the original shareholders. Great Lakes filed a petition before the Registrar of Companies seeking rectification of the register and restoration of its 96 shares. The Registrar granted the petition and expunged the 4 November 2019 resolution from the register. The original shareholders appealed, arguing the Registrar lacked jurisdiction due to pending London arbitration proceedings and failed to accord them a fair hearing.

Issues

  1. Whether the Registrar of Companies had jurisdiction to entertain a matter already at the London Court of International Arbitration pursuant to an arbitration clause.
  2. Whether the Registrar of Companies erred in law when he made a decision without giving the appellants a fair hearing.

Orders

  • The appeal is allowed.
  • The order of the Registrar is set aside.
  • The Registrar is directed to re-hear the complaint before a different person (registrar).
  • No order as to costs.

Rules and key headnotes

Company Law — Registrar of Companies — Jurisdiction to Rectify Register Despite Arbitration Clause
An arbitration clause in an investment agreement does not oust the statutory jurisdiction of the Registrar of Companies to rectify the company register under the Companies Act and the Companies (Powers of the Registrar) Regulations where the register contains misleading, inaccurate, or illegal information. Parties cannot agree through arbitration to suspend the Registrar's powers or to breach legal processes governing share transfers and company ownership.
Arbitration & ADR — Scope of Arbitration Agreement — Matters Outside Arbitral Jurisdiction
The range of disputes covered by an arbitration agreement is a matter of contractual construction to determine the parties' intentions. An arbitrator can only have jurisdiction to determine matters the parties have agreed should be referred to arbitration. A dispute concerning rectification of a company register may not fall within the scope of an arbitration clause in an underlying investment agreement.
Administrative Law — Quasi-Judicial Bodies — Fair Hearing and Procedural Requirements
A registrar of companies exercises quasi-judicial functions and must act judicially in determining disputes. While the Registrar is bound to follow norms of natural justice in a minimal manner and need not observe detailed and elaborate procedure like courts, any proceeding that may result in deprivation of property rights requires a hearing with adequate evidence on record.
Company Law — Proceedings Before Registrar — Evidence by Statutory Declaration or Viva Voce
Section 288 of the Companies Act 2012 requires that evidence in proceedings before the Registrar of Companies be given by statutory declaration in the absence of contrary directions, or by viva voce evidence where the Registrar thinks fit. A Registrar cannot determine a matter without evidence under statutory declaration or evidence taken viva voce. Determining a matter solely on pleadings without any evidence is a procedural irregularity contrary to the Companies Act.
Civil Procedure — Natural Justice — Right to Fair Hearing
The right to a fair hearing guaranteed by Articles 28, 42 and 44(c) of the Constitution of Uganda is non-derogable and must be respected at all times by every court or tribunal. Deprivation of property rights without according parties a fair hearing violates Article 26 of the Constitution.

Legislation cited (13)

Cases cited (2)

  • Dallah Real Estate and Tourism Co. v Ministry of religious Affairs of the Government of Pakistan [2011] 1 AC 793
  • Luitingh Lafras & Anor v Special Services Ltd (High Court Company Cause No. 11 of 2019)

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Bryan Xsabo Strategy Consultants ( Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020) [2021] UGHCCD 73 (7 July 2021)
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.