Wakilii

In Re Nico Ltd (MISC. APPLICATION NO. 33 OF 1995)

High Court · [1995] UGHCCD 6 · 1995 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ex parte chamber application for rectification of company register under the Companies Act
Decision
Register rectified; applicants registered as shareholders and directors; applicants empowered to call general meeting and act as directors

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 to rectify the register of Nico Ltd to register the applicants as shareholders and directors. The applicants were administrators of the estate of Alimansi Menya Kirunda, who had succeeded the original shareholder Ausi Kirunda. The court found it equitable and in the interests of the company's management to register the applicants as members, permit them to call a general meeting, and act as directors.

Outcome

Register rectified; applicants registered as shareholders and directors; applicants empowered to call general meeting and act as directors

Facts

Nico Ltd was incorporated on 25 October 1978 by Ausi Kirunda and Leo Semakula, who were the only shareholders. On 16 December 1978, Ausi Kirunda died. In the same year, Leo Semakula disappeared and has not been heard of since. Alimansi Menya Kirunda obtained letters of administration for Ausi Kirunda's estate and continued as director of Nico Ltd. Alimansi Menya Kirunda later died, and the present applicants, Kakaire Kirunda and Rehema Kyabwe, obtained letters of administration for Alimansi's estate. The applicants sought rectification of the company register to register themselves as shareholders and directors in place of the deceased original shareholder.

Issues

  1. Whether the court should rectify the company register to register the applicants as shareholders and directors of Nico Ltd.
  2. Whether the applicants, as administrators of the estate of a deceased shareholder, are entitled to be registered as shareholders in place of the deceased.
  3. Whether the applicants should be permitted to call and hold a general meeting of the company.

Orders

  • Application granted.
  • Company register to be rectified by registering Kakaire Kirunda and Rehema Kyabwe as shareholders of Nico Ltd.
  • The two applicants shall constitute a quorum for a general meeting.
  • The two applicants may act as directors of the company.
  • Costs of the application to be met from the company's assets.

Rules and key headnotes

Company Law — Register of Members — Rectification — Succession to Shares through Estate Administration
Where a shareholder dies and letters of administration are obtained for the estate, the court has jurisdiction under sections 118 and 135 of the Companies Act to rectify the register of members to register the administrators of the estate as shareholders in place of the deceased, where it is equitable and in the interests of the company's management.
Company Law — Directors — Appointment — Administrators Acting as Directors
Administrators of a deceased shareholder's estate may be permitted by the court to act as directors of the company where the circumstances require it for the proper management and continuation of the company's business.
Company Law — General Meetings — Quorum — Special Circumstances
The court may order that administrators of a deceased shareholder's estate shall constitute a quorum for a general meeting of the company where the circumstances of the company's shareholding make it necessary to ensure the company can function.

Legislation cited (3)

Cases cited (1)

  • In the matter of Kasita Estate Ltd (1982) HCB 107

Full judgment

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

In Re_ Nico Ltd (MISC. APPLICATION NO. 33 OF 1995) [1995] UGHCCD 6 (30 October 1995)
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.