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Enid Kabayaga v Bamwenda Jocorome (Company Application No. 54507 of 2026)

Tribunal · [2026] UGRSB 22 · 2026 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 expungement of allegedly fraudulent filings
Decision
All impugned documents expunged from the company register; company advised to file administrative correspondence to correct defective annual returns

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that company resolutions, share transfers, and amendments to the Memorandum and Articles of Association purportedly executed and filed by the Respondent were invalid where the named signatories—the company's original shareholders—were deceased at the time of execution. Documents filed without authority from the estates of deceased shareholders or their lawful representatives are null and void. The Registrar ordered expungement of all irregular filings from the company register.

Outcome

All impugned documents expunged from the company register; company advised to file administrative correspondence to correct defective annual returns

Facts

Hoima Radio Limited was incorporated in 2000 with two shareholders: Kyanku Canan (75% shares) and Kisembo Deo (25% shares). Kisembo Deo died on 23 June 2023 and Kyanku Canan died on 25 May 2025. The Applicant, a biological daughter of Kyanku Canan and beneficiary of his estate, alleged that the Respondent (her brother and also a son of Kyanku Canan) undertook a series of fraudulent filings at the Companies Registry after the deaths of both original shareholders. The Respondent allegedly forged resolutions to amend the company's shareholding, appoint himself as director and secretary, transfer shares from the deceased Kisembo Deo to himself, amend the Memorandum and Articles of Association, and file annual returns for 14 years—all without the consent of the beneficiaries of the deceased shareholders' estates. The Respondent did not enter appearance or file any response to the application.

Issues

  1. Whether the impugned documents filed by the Respondent were validly passed.
  2. What remedies are available to the Applicant.

Orders

  • The Special resolution filed on 12th November 2024 amending the Memorandum and Articles of Association and increasing the company's share capital be expunged from the register.
  • The company form 12 dated 13th November 2024 increasing the company's share capital be expunged from the register.
  • The Amended Memorandum and Articles of Association dated 13th November 2024 be expunged from the register.
  • The ordinary resolution dated 16th January 2025 appointing Kyanku Canan and Bamwenda Jocorome as directors and Bamwenda Jocorome as company secretary be expunged from the register.
  • The company form 20 filed on 16th January 2025 indicating Bamwenda Jocorome as both a director and secretary be expunged from the register.
  • The Special resolution dated 4th August 2025 authorising the transfer of shares from Kisembo Deo to Bamwenda Jocorome be expunged from the register.
  • The transfer of share stock form dated 4th August 2025 signed by Kisembo Deo be expunged from the register.
  • The Certificate of Share Transfer dated 4th August 2025 be expunged from the register.
  • The Amended Memorandum and Articles of Association dated 4th August 2025 introducing the Respondent as a member of Hoima Radio Limited with 125 shares be expunged from the register.
  • No order as to costs.

Rules and key headnotes

Company Law — Company Register — Rectification — Powers of Registrar
The Registrar of Companies has power under Regulation 8(1) of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to rectify and update the company register to ensure that it is accurate, particularly where defects are objective and apparent from the face of the record.
Company Law — Resolutions — Validity — Deceased Signatories
Company resolutions purportedly signed by shareholders who were deceased at the time of execution are invalid and of no legal effect, as a company can only act through duly authorised resolutions passed in accordance with its Articles of Association and the Companies Act.
Company Law — Share Transfers — Deceased Shareholders — Personal Representatives
Shares belonging to deceased persons cannot be transferred without the involvement of duly appointed personal representatives. Any purported transfer in the absence of such authority is null and void.
Company Law — Directorship — Appointment — Irregular Filings
Appointments of directors effected through resolutions allegedly passed by deceased shareholders, without authority from the estates of the deceased or their lawful representatives, are irregular and of no legal effect.
Administrative Law — Registrar of Companies — Remedial Powers — Expungement
Where documents have been irregularly filed at the Companies Registry on the basis of resolutions purportedly passed by deceased persons, the Registrar may order expungement of such documents from the register pursuant to Regulations 23(e) and 32 of the Companies (Powers of the Registrar) Regulations 2016.

Legislation cited (5)

  • Companies Act Cap 106 s.286
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 23(e)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 28(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 32

Full judgment

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

Enid Kabayaga v Bamwenda Jocorome (Company Application No. 54507 of 2026) [2026] UGRSB 22 (14 April 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.