Wakilii

Edris Ssekitoleko and Another v Kayondo Mulowooza and Bacon Ssali [2025] UGRSB 15

Tribunal · 2025 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies concerning company membership and alleged irregularities in amendments to memorandum and articles of association
Decision
Application dismissed for lack of locus standi

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The tribunal held that applicants whose membership in a company limited by guarantee was expunged by a prior administrative decision of the Registrar of Companies lack locus standi to subsequently file an application before the same Registrar. Only members of a company may petition the Registrar under section 243 of the Companies Act. The application was dismissed on this preliminary ground.

Outcome

Application dismissed for lack of locus standi

Facts

Wabigalo Community Limited was incorporated in 1996 as a company limited by guarantee with ten subscribers. In February 2019, four individuals were appointed as directors. In March 2019, a special resolution was filed reducing membership from ten to five members, including the two applicants. This resolution was signed by only four individuals, two of whom were original subscribers (the respondents). The original subscribers complained to the Registrar in December 2023, seeking reinstatement of the original ten-member structure. The Registrar found the March 2019 amendments irregular for lack of proper quorum and rationale, and ordered expungement of the special resolution and amended memorandum and articles of association. Following this administrative decision, the applicants (whose membership was thereby nullified) filed the present application seeking relief. The respondents raised a preliminary objection that the applicants lacked locus standi.

Issues

  1. Whether the applicants have locus standi to bring this application before the Registrar of Companies.

Orders

  • The applicants do not have locus standi to commence this application.
  • Application dismissed.
  • No order as to costs.

Rules and key headnotes

Company Law — Locus Standi — Members — Right to Petition Registrar of Companies
Under section 243(1) of the Companies Act Cap 106, only a member of a company who complains that the affairs of the company are being conducted in a manner oppressive to the members may petition the Registrar of Companies for relief. Persons whose membership has been expunged by a prior administrative decision of the Registrar lack locus standi to subsequently file an application before the same Registrar.
Company Law — Interested Parties — Sufficient Interest — Companies (Powers of the Registrar) Regulations
Under Part V of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, persons who are not members of a company must demonstrate that they have sufficient interest in the affairs of the company to succeed as interested parties. Applicants whose membership was expunged are strangers to the company until a decision is made to set aside or review the Registrar's decision.
Administrative Law — Remedies — Quasi-Judicial Powers — Separation of Administrative and Quasi-Judicial Functions
Filing a petition or application to invoke the quasi-judicial powers of the Registrar of Companies in respect of a matter in which an administrative decision was made by the same forum is irregular. Where the Registrar has made an administrative decision, applicants who disagree with the procedure adopted should pursue further administrative remedies rather than quasi-judicial proceedings before the same forum.
Civil Procedure — Preliminary Objections — Locus Standi — Effect of Successful Objection
The absence of locus standi is a preliminary point of law which, if argued successfully, disposes of the whole matter. Where a preliminary objection on locus standi succeeds, it is not necessary to go into the merits of the matter.

Legislation cited (5)

Cases cited (4)

  • Njau and Others v City Council of Nairobi [1976-1985] 1 EA 397
  • Tumuhimbise v Turyamwijuka and 4 Others [2024] UGRSB 14
  • Kasajja v HRP Services Limited and 5 Others (Company Application No. 39785 of 2024)
  • Mukisa Biscuit Manufacturing Co Ltd v West End Distributors Ltd [1969] EA 696

Full judgment

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Edris Ssekitoleko and Another v Kayondo Mulowooza and Bacon Ssali 2025 UGRSB 15 (10 June 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.