Wakilii

Byanso v Namuwawu and Others [2025] UGRSB 10

Tribunal · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies for rectification of the company register and restoration of directorship
Decision
Application granted; forged resolution and all subsequent resolutions expunged from company register; applicant's directorship restored

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar found that the applicant's signature on a resolution dated 20 March 2023 allotting shares to the second and third respondents was forged, as established by police forensic analysis. All subsequent resolutions passed by the newly admitted shareholders, including the resolution removing the applicant as director, constituted illegal endorsements. The Registrar ordered expungement of the forged resolution and all subsequent resolutions from the company register, restoring the applicant's position as director.

Outcome

Application granted; forged resolution and all subsequent resolutions expunged from company register; applicant's directorship restored

Facts

The applicant, Byanso Charles, was a shareholder (40 shares) and director of All Saints Primary School Lweza Limited. The first respondent, his mother, originally held 50 shares. In October 2022, the first respondent called an extraordinary meeting to transfer shares to the second and third respondents (the applicant's younger siblings). The applicant opposed the proposal. Subsequently, a resolution dated 20 March 2023 was registered purporting to allot 40 of the first respondent's shares to the second and third respondents (20 shares each), bearing the applicant's signature. The applicant discovered this resolution and contended his signature was forged. He filed a police complaint and obtained a forensic analysis report confirming forgery. Following the share allotment, the respondents passed resolutions changing bank signatories and removing the applicant as director on 30 May 2024. The applicant applied to the Registrar of Companies for rectification of the register.

Issues

  1. Whether any rights of the applicant as a shareholder have been violated?
  2. Whether the removal of the Applicant as a Director was lawful?
  3. What remedies are available to the parties?

Orders

  • The resolution registered on 21 March 2023 be expunged for bearing the applicant's forged signature.
  • The return of allotment registered on 21 March 2023 be expunged as it is a result of an illegal endorsement effected in the aforementioned resolution.
  • The resolution and form 20 registered on 30 May 2024 removing the applicant as a director be expunged for being a product of the illegally registered resolution bearing the applicant's fabricated signature.
  • All subsequent resolutions filed after 21 March 2023 bearing the signatures of the second and third respondents vide resolution dated 30 May 2024 and 12 February 2024 changing bank signatories be expunged as they are a result of an illegal endorsement effected in the resolution registered on 21 March 2023.
  • Each party bears its own costs.

Rules and key headnotes

Company Law — Company Register — Rectification — Powers of Registrar — Forged Signatures
The Registrar of Companies has power under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to expunge from the register any document containing an illegal endorsement, including resolutions bearing forged signatures.
Evidence — Documentary Evidence — Forensic Analysis — Weight of Unchallenged Expert Report
Where a party adduces a police forensic analysis report establishing forgery and the opposing party fails to provide evidence to challenge the report, the Registrar will accept the forensic findings as establishing that the signature was forged.
Company Law — Directors — Removal — Validity — Resolutions Passed by Illegally Admitted Shareholders
A resolution removing a director that is signed by shareholders who were admitted to the company pursuant to a resolution containing a forged signature is an illegal endorsement and must be expunged from the register.
Company Law — Minority Oppression and Prejudicial Conduct — Jurisdiction — Registrar of Companies versus High Court
Claims of minority oppression fall within the jurisdiction of the Registrar of Companies, while claims of prejudicial conduct including exclusion from management, mismanagement of funds, and breaches of statutory duties by directors fall within the jurisdiction of the High Court under Section 244 of the Companies Act Cap 106.
Company Law — Share Allotment — Pre-emption Rights — Waiver — Burden of Proof
Where a shareholder has pre-emption rights, the party seeking to allot shares to third parties must adduce evidence that the shareholder waived those rights before proceeding with the allotment unilaterally.

Legislation cited (3)

  • Companies Act Cap 106 s.244
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 reg.8
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 reg.32

Cases cited (1)

  • Olive Kigongo v Mosa Courts Apartments Ltd (High Court Company Cause No. 01 of 2015)

Full judgment

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

Byanso v Namuwawu and Others 2025 UGRSB 10 (29 April 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.