Wakilii

Diana Nakatudde Kabale v Days for Girls Uganda Limited (Miscellaneous Cause No. 0224 of 2024)

High Court · [2025] UGHCCD 56 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for leave to convene an Extra Ordinary General Meeting with a single member constituting quorum under Companies Act s.138
Decision
Applicant granted leave to convene Extra Ordinary General Meeting as sole member

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted leave under Companies Act s.138 for a company limited by guarantee to convene an Extra Ordinary General Meeting with a single member constituting quorum. Where one of two guarantors died, making it impractical to meet the two-member quorum requirement in the Articles of Association, the court exercised its statutory jurisdiction to allow the surviving member to conduct company affairs and pass necessary resolutions.

Outcome

Applicant granted leave to convene Extra Ordinary General Meeting as sole member

Facts

Days for Girls Uganda Limited is a company limited by guarantee incorporated on 9 July 2018 with two guarantors: Diana Nakatudde Kabaale and Diana Nampeera. Diana Nampeera died on 18 April 2022, leaving the applicant as the sole surviving guarantor. The company's Articles of Association require a quorum of two members for meetings. The company secretary made illegal changes to company structures without due process. The applicant, resident in the United States, granted power of attorney to William Osal, the country manager. Company Petition No. 3607 of 2021 was filed with Uganda Registration Services Bureau, which expunged the illegal entries and restored the status quo. The Registrar recommended the applicant seek court authority to hold a one-member meeting. The applicant sought leave to convene an Extra Ordinary General Meeting to comply with statutory requirements, appoint new directors and company secretary, register new members, and pass resolutions for governance and operations.

Issues

  1. Whether, in the circumstances of this case, the applicant is entitled to the grant of an order granting leave to call, hold, and convene an extra general meeting as a single member and pass resolutions.

Orders

  • Application granted.
  • Applicant granted leave to convene and hold an Extra-Ordinary General Meeting of Days for Girls Uganda Limited (by Guarantee) with a quorum of one member.
  • No order as to costs.

Rules and key headnotes

Company Law — Meetings — Quorum — Court's Power to Order Meeting with Reduced Quorum
Where it is impracticable to call or conduct a meeting of a company in the manner prescribed by the articles or the Companies Act due to circumstances such as the death of a member, the court has jurisdiction under section 138 of the Companies Act Cap.106 to order a meeting to be called, held and conducted in such manner as the court thinks fit, including directing that one member present in person or by proxy shall constitute a meeting.
Company Law — Companies Limited by Guarantee — Death of Member — Continuation of Company Affairs
Once a member or officer of a company dies, it is prudent for the court to allow the surviving member to conduct the affairs of the company by taking all necessary steps to ensure the smooth running of the company.
Statutory Interpretation — Companies Act — Section 138 — Scope of Court's Jurisdiction
Section 138 of the Companies Act gives the court jurisdiction to make orders or directions to overcome difficulties faced by a company so that its affairs can be conducted where they might otherwise be stymied.

Legislation cited (7)

Cases cited (1)

  • In the Matter of Patrick Batenze and Liberation Finance Community Limited (Company Cause No. 1 of 2025)

Full judgment

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

Diana Nakatudde Kabale v Days for Girls Uganda Limited (Miscellaneous Cause No. 0224 of 2024) [2025] UGHCCD 56 (7 May 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.