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Eric Lolem Athiyo v Ng'kong Cottage Farm Limited (COMPANY CAUSE NUMBER 002 OF 2025)

High Court · [2025] UGHC 1565 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ex parte application to appoint administrator of deceased shareholder's estate as company director
Decision
Administrator of deceased shareholder's estate appointed as company director with authority to convene meetings and manage company affairs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted an ex parte application appointing the administrator of a deceased shareholder's estate as director of a company where all four original shareholders had died. The court applied Companies Act s.142 and Regulation 100 of Table A, finding that the administrator could act as corporate representative and that continuing directors may act to increase their number. No costs were awarded in the ex parte application.

Outcome

Administrator of deceased shareholder's estate appointed as company director with authority to convene meetings and manage company affairs

Facts

Ng'kong Cottage Farm Limited was incorporated on 3 September 1979 with four shareholders who managed the company. All four shareholders subsequently died, leaving the company without directors or shareholders. Roselyn Aguti Lolem was the last surviving shareholder and died on 20 August 2024. Eric Lolem Athiyo was appointed administrator of her estate on 22 October 2025. The company's business had been curtailed due to the absence of any directors or legal representatives of the deceased shareholders. Eric Athiyo Lolem, as the only known legal representative of any deceased shareholder, applied ex parte to be appointed as a director to enable the company to operate and manage its affairs.

Issues

  1. Whether Eric Athiyo Lolem should be appointed as a Director of the Company.
  2. Whether costs should be awarded to the Applicant.

Orders

  • Erick Athiyo Lolem, an Administrator of the Estate of Roselyn Aguti Lolem who was the last surviving shareholder in the Company is hereby appointed/added as a Director of Nk'kong Farm Cottages Limited.
  • Erick Athiyo Lolem shall singly call and convene necessary meetings so as to effectively manage the affairs of the Company.
  • No orders as to costs.

Rules and key headnotes

Company Law — Directors — Appointment — Administrator of Deceased Shareholder's Estate
Where all shareholders and directors of a company have died, the court may appoint the administrator of a deceased shareholder's estate as a director under Companies Act s.142, which permits a corporation to authorize a person to act as its representative at meetings if it is a member of another company.
Company Law — Directors — Continuing Directors — Power to Increase Number
Under Regulation 100 of Table A of the Companies Act, continuing directors may act to increase the number of directors or summon a general meeting even when their number falls below the quorum required by the company's regulations.
Succession & Estates — Administrator — Powers — Corporate Shareholding
An administrator of a deceased shareholder's estate may be appointed to manage the company's affairs, hold shares in trust for beneficiaries, and cause transmission of shares while rendering account of business proceeds.

Legislation cited (7)

Full judgment

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Eric Lolem Athiyo v Ng'kong Cottage Farm Limited (COMPANY CAUSE NUMBER 002 OF 2025) [2025] UGHC 1565 (18 December 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.