Wakilii

Foundation for Human Rights Initiative v Rita Nabbaka (Miscellaneous Cause 197 of 2025)

High Court · [2026] UGHCCD 142 · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Miscellaneous application for order directing Registrar of Companies to remove subscriber and replace with another
Decision
Registrar of Companies directed to remove untraceable subscriber and replace with nominated person

Observed later treatment

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Holding

The court held that a subscriber who cannot be traced and has not communicated with the company for over 20 years may be removed from the company register under sections 121 and 191(1) of the Companies Act where the absence affects the company's ability to perform statutory obligations. The court directed the Registrar of Companies to remove the untraceable subscriber and replace her with the person nominated by the company's board resolution.

Outcome

Registrar of Companies directed to remove untraceable subscriber and replace with nominated person

Facts

The Foundation for Human Rights Initiative (FHRI) applied to remove Ms. Rita Nabbaka as a subscriber on grounds that she had not communicated with FHRI for over 20 years. On 3 May 2025, FHRI's board passed a resolution to remove Ms. Nabbaka and replace her with Dr. Ndagire Josephine. The lack of communication affected FHRI's ability to perform its statutory obligations under the Companies Act. The applicant attempted service through WhatsApp messages but received no response. The respondent did not file a reply to the application. The court ordered the matter to proceed ex parte under Order 9 rule 20(1)(a) of the Civil Procedure Rules.

Issues

  1. Whether Ms. Rita Nabbaka can be removed as a subscriber of the Foundation for Human Rights Initiative (FHRI).

Orders

  • Application allowed.
  • The Registrar of Companies is directed to update the register of subscribers of the Foundation for Human Rights Initiative (FHRI) by removing Ms. Rita Nabbaka who cannot be traced and replacing her with Dr. Ndagire Josephine.
  • No order as to costs.

Rules and key headnotes

Company Law — Register of Members — Rectification — Removal of Untraceable Subscriber
Where a subscriber of a company cannot be traced and has not communicated with the company for over 20 years, and this absence affects the company's ability to perform its statutory obligations, the court may order rectification of the register under section 121 of the Companies Act to remove the untraceable subscriber.
Company Law — Directors and Subscribers — Removal — Statutory Power
Section 191(1) of the Companies Act empowers a company to remove a director or subscriber by ordinary resolution before the expiration of their period of office, notwithstanding anything in the company's articles or any agreement between the company and the director.
Company Law — Register of Members — Court's Power to Rectify — Replacement of Member
Under section 121 of the Companies Act, where a person's name is entered in the register of members without sufficient cause or where there is unnecessary delay in removing a person who has ceased to be a member, the court may order rectification of the register and direct the Registrar of Companies to give notice of the rectification.

Legislation cited (3)

Cases cited (2)

Full judgment

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Foundation for Human Rights Initiative v Rita Nabbaka (Miscellaneous Cause 197 of 2025) [2026] UGHCCD 142 (22 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.