Wakilii

In Re Lukuli Coffee Factory Ltd (HCT-00-CC-CI 11 of 2005)

High Court · [2005] UGCOMMC 16 · 2005 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under Section 135 of the Companies Act seeking order convening a general meeting of a company
Decision
Application dismissed for failure to demonstrate impracticability of calling a meeting under the company's articles and uncertainty as to the proper applicant

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that an application under Section 135 of the Companies Act for a court order convening a general meeting may only be brought by a member or director of the company in question, and only where it is impracticable to call a meeting in the ordinary manner. Where a company's articles permit any two members to convene a meeting and no evidence is adduced that such members have been contacted or that it is impracticable to proceed under the articles, the court will not exercise its discretionary power under Section 135. Application dismissed.

Outcome

Application dismissed for failure to demonstrate impracticability of calling a meeting under the company's articles and uncertainty as to the proper applicant

Facts

Lukuli Coffee Factory Ltd had two directors, both of whom had died by the time of the application. The company had ten members according to its last annual return filed in 1986. Ms Ssemukutu, a director and shareholder of Ssemukutu and Company Ltd (itself a member of Lukuli Coffee Factory Ltd), applied for a court order convening a general meeting to elect a new board. The application was initially brought in the name of Ms Ssemukutu personally, then amended by supplementary affidavit to indicate she was acting on behalf of Ssemukutu and Company Ltd. The company's articles of association permitted any two members to convene an extraordinary general meeting where there were insufficient directors. The applicant did not adduce evidence of attempts to contact the other eight living members or show why it was impracticable to call a meeting in accordance with the articles.

Issues

  1. Whether the applicant had locus standi to bring an application under Section 135 of the Companies Act.
  2. Whether it was impracticable to call a general meeting of Lukuli Coffee Factory Ltd in the manner prescribed by the company's articles of association.
  3. Whether Ssemukutu and Company Ltd had properly joined the application and authorised Ms Ssemukutu to act on its behalf.

Orders

  • Application dismissed.

Rules and key headnotes

Company Law — General Meetings — Court-Ordered Meetings — Preconditions under Companies Act s.135
Under Section 135 of the Companies Act, the court may order a meeting of a company to be called only where it is impracticable to call a meeting in the manner prescribed by the company's articles or the Act. The court's authority is invoked as a measure of last resort and only upon proof of impracticability.
Company Law — Locus Standi — Applications under Companies Act s.135
An application under Section 135 of the Companies Act for a court order convening a meeting may only be brought by a director or a member of the company in respect of which the meeting is to be held. A person who is neither a member nor a director of the company lacks standing to bring such an application.
Company Law — General Meetings — Articles of Association — Alternative Means of Convening
Where a company's articles of association provide that any two members may convene an extraordinary general meeting in the absence of directors, and there is no evidence that the other members have been contacted or that it is impracticable to proceed in this manner, an application for a court order convening a meeting under Section 135 will fail.
Company Law — Authority to Act — Directors and Shareholders — Distinction of Roles
Directors and shareholders of a company have different duties and roles as determined by the company's constitution. A director or shareholder does not have inherent authority to bring an application to court on behalf of the company without a resolution of the board of directors or a general meeting authorising such action.

Legislation cited (4)

Full judgment

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

In Re Lukuli Coffee Factory Ltd (HCT-00-CC-CI 11 of 2005) [2005] UGCommC 16 (4 May 2005)
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.