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Dr. Philemon Mateke and Others v Ariyo Kazaara Gracious and Others (Petition No. 94322 of 2025)

Tribunal · [2026] UGRSB 6 · 2026 Preliminary Objections Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies under Section 243 of the Companies Act Cap 106 for rectification of company register and investigation into alleged oppressive conduct. Ruling on preliminary objections raised by respondents.
Decision
Preliminary objections dismissed. Matter to proceed to hearing on the merits.

Observed later treatment

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Holding

The Registrar of Companies has jurisdiction to hear petitions under Section 243 of the Companies Act Cap 106 and to rectify company registers under Regulation 8 of the Companies (Powers of the Registrar) Regulations. Petitioners challenging the legality of their removal as company members possess locus standi to petition the Registrar, even where their membership is disputed, as the challenge itself concerns oppressive conduct. The Registrar's power to rectify registers is concurrent with, not exclusive to, the High Court's jurisdiction under Section 121. Preliminary objections dismissed.

Outcome

Preliminary objections dismissed. Matter to proceed to hearing on the merits.

Facts

The petitioners are administrators of the estate of the late Sarah Nyirabashitsi Mateke, who held 45 shares in Metropolitan International University Limited at incorporation. The fourth petitioner, Tugume Isaac Warren, held 5 shares. After Sarah Mateke's death on 7 September 2024, resolutions were filed removing her as a director and forfeiting both her shares and those of Tugume Isaac Warren. The petitioners alleged these resolutions were based on forged signatures and filed without their knowledge or consent. A police forensic report indicated fabrication of signatures on a special resolution dated 22 January 2024. The petitioners sought rectification of the company register and an investigation into the company's affairs. Respondents raised preliminary objections challenging the petitioners' locus standi and the Registrar's jurisdiction, arguing that only the High Court could rectify the register under Section 121 of the Companies Act.

Issues

  1. Whether the Petitioners have locus standi to commence this Petition?
  2. Whether the Registrar of Companies has jurisdiction to adjudicate this matter?
  3. What remedies are available to the parties?

Orders

  • Preliminary objections raised by Respondents' Counsel dismissed.
  • No order as to costs.

Rules and key headnotes

Company Law — Locus Standi — Petitions to Registrar of Companies — Members Challenging Removal from Membership
A person whose removal from membership of a company is challenged on grounds of illegality possesses locus standi to petition the Registrar of Companies under Section 243 of the Companies Act Cap 106, notwithstanding that the company register reflects their removal, where the petition concerns whether the removal constituted oppressive conduct.
Company Law — Oppression — Standing to Petition — Capacity as Member
For a petitioner to succeed on grounds of oppression under Section 243 of the Companies Act Cap 106, the oppression must have been occasioned to the person in their capacity as a member or subscriber of the company, not in any other capacity such as director, creditor, or person doing business with the company.
Company Law — Registrar of Companies — Jurisdiction — Adjudicatory Powers
The Registrar of Companies possesses jurisdiction to adjudicate both questions of fact and law, including rival claims and disputes arising under the Companies Act Cap 106 and the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016.
Company Law — Rectification of Register — Concurrent Jurisdiction — Registrar and High Court
The power to rectify a company register is not exclusively vested in the High Court under Section 121 of the Companies Act Cap 106. The Registrar of Companies possesses concurrent power to rectify and update the company register pursuant to Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, including power to expunge documents that are misleading, inaccurate, issued in error, contain illegal endorsements, or are illegally or wrongfully obtained.
Administrative Law — Jurisdiction — Statutory Tribunals — Registrar of Companies
The Registrar of Companies derives jurisdiction from statute and possesses two distinct powers: first, to hear and determine complaints by oppressed members under Section 243 of the Companies Act Cap 106; and second, to rectify a company's register and expunge erroneous or illegal documents under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016.
Civil Procedure — Preliminary Objections — Pure Points of Law — Disposal of Suit
A preliminary objection consists of a pure point of law which has been pleaded or arises by clear implication out of pleadings, and which if argued as a preliminary point may dispose of the suit.

Legislation cited (9)

Cases cited (9)

  • Mukisa Biscuit Manufacturing Co Ltd v West End Distributors Ltd (1969) EA 696
  • Law Society of Kenya v Commissioner of Lands and Others (Civil Case No. 464 of 2000)
  • Dima Enterprises Poro v Inyani Godfrey (Civil Appeal No. 17 of 2016)
  • Olive Kigongo v Mosa Courts Apartments (High Court Company Cause No. 01 of 2015)
  • Re Five Minutes Car Wash Services Ltd [1966] 1 All ER 242
  • Baku Raphael and Another v Attorney General (Supreme Court Criminal Appeal No. 1 of 2005)
  • National Medical Stores v Penguins Ltd (High Court Civil Suit No. 29 of 2010)
  • Bryan Xsabo Strategy Consultants (Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)
  • Tumuhimbise v Turyamwijuka and 4 Others [2024] UGRSB 14

Full judgment

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

Dr. Philemon Mateke and Others v Ariyo Kazaara Gracious and Others (Petition No. 94322 of 2025) [2026] UGRSB 6 (20 February 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.