Wakilii

Drey Work Company Ltd v Registrar of Companies [2026] UGHC 721

High Court · 2026 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ex parte application by notice of motion for rectification of a company's register of members and consequential orders
Decision
Application for rectification of the register and consequential orders dismissed; Tony Bradley remains on the register as shareholder and director

Observed later treatment

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Holding

The court dismissed an ex parte application to rectify a company's register by removing an allegedly untraceable shareholder and director. Rectification under section 121 of the Companies Act (Cap 106) is discretionary and requires proof of sufficient cause; the register is prima facie evidence of membership, and a shareholder's proprietary rights cannot be extinguished for operational inconvenience or mere absence. A single newspaper notice was insufficient where valid passport and identification records held by URSB offered further avenues of search, and the applicant failed to file promised supplementary evidence or attend the adjourned hearing. The consequential prayers for reversion of shares into trust, restructuring of shareholding on OBRS and amendment of the memorandum and articles accordingly failed.

Outcome

Application for rectification of the register and consequential orders dismissed; Tony Bradley remains on the register as shareholder and director

Facts

Drey Work Company Ltd was incorporated on 15 February 2022 with two shareholders: Andre Fredrick Oosthuizen holding 70% and Tony Bradley holding 30% of the shares. Oosthuizen deposed that the company had been incorporated by Kakai Sandra, who presented herself as Bradley's aide and named herself company secretary, and that incorporation had proceeded without proper identification documents for Bradley and the secretary. The company said Bradley could not be traced, that a notice published in the Daily Monitor on 23 June 2023 drew no response, and that the company had been unable to transact since incorporation. A Principal Registration Officer of the Uganda Registration Services Bureau testified that identification was mandatory at incorporation, that copies of Bradley's passport and the secretary's national identification were duly filed and remained valid and operational, and that the Bureau could not confirm whether the shares were paid up because the company had never made a call on shares. Counsel for the applicant sought an adjournment to file supplementary evidence of further tracing efforts; the matter was adjourned to 17 February 2026, but the applicant did not appear and no further evidence was filed.

Issues

  1. Whether the applicant company made sufficient effort to trace the missing shareholder and director, Tony Bradley.
  2. Whether the register of members should be rectified under section 121 of the Companies Act by removing Tony Bradley as shareholder and director.
  3. Whether the 30 ordinary shares held by Tony Bradley should revert to the company to be held in trust until claimed.
  4. Whether the company could restructure its shareholding and update its records on the Online Business Registration System (OBRS).
  5. Whether the applicant was entitled to an order directing the Registrar to allow amendment of its memorandum and articles of association.

Orders

  • Application dismissed for lack of merit.
  • No order as to costs, the application having been brought ex parte.

Rules and key headnotes

Company Law — Register of Members — Rectification under Companies Act s.121 — Requirement of Sufficient Cause
The power to rectify a register of members under section 121 of the Companies Act (Cap 106) is discretionary and arises only where a name has been entered or omitted without sufficient cause; the register is prima facie evidence of ownership and membership, so rectification must be exercised cautiously and only on sufficient proof.
Company Law — Untraceable Shareholder — Standard of Diligent Search
Before a court will treat a shareholder as untraceable and rectify the register, the applicant must show genuine, reasonable and exhaustive efforts to trace him; a single newspaper notice is insufficient where valid identification and passport particulars held in the companies registry provide further available avenues of search.
Company Law — Cessation of Membership and Directorship — Proof Required
A registered shareholder or director cannot be removed from the company's register absent evidence of cessation such as a resignation, transfer instrument, resolution, forfeiture proceedings or death certificate; operational inconvenience caused by a member's absence cannot override vested proprietary rights.
Company Law — Reversion of Shares to Company Held in Trust — Equitable Remedy of Last Resort
An order that the shares of an absent member revert to the company to be held in trust is an equitable remedy reserved for cases of exhaustive and proven necessity, and will be refused where the paid-up status of the shares is unverified because no call on shares has been made and where no diligent search has been demonstrated.
Company Law — Alteration of Memorandum and Articles — Consequential Relief
Prayers for restructuring shareholding on the Online Business Registration System and for amendment of the memorandum and articles of association are consequential upon a successful claim for rectification, and must fail where no lawful basis for removing a member has been established; amendment is ordinarily effected by resolution under the Companies Act and the company's governing instruments.
Evidence — Affidavit Evidence Contradicted by Official Registry Records
Averments in a supporting affidavit that a company was incorporated without identification documents cannot stand where they are directly contradicted by the testimony and records of the companies registry showing valid identification particulars on file.

Legislation cited (8)

Cases cited (2)

  • Re Nico Ltd (Miscellaneous Application No. 33 of 1995)
  • In the Matter of Uganda Baati Ltd (Company Cause No. 23 of 2024)

Full judgment

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

Drey Work Company Ltd v Registrar of Companies [2026] UGHC 721 (2 June 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.