Wakilii

IN RE Uganda Institute of Banking and Financial Services (MISCELLANEOUS CAUSE NO. 120 OF 2020)

High Court · [2020] UGHCCD 224 · 2020 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under section 142 of the Companies Act 2012 for leave to convene an Annual General Meeting by electronic means due to COVID-19 restrictions
Decision
Application granted with leave to hold Annual General Meeting electronically

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted leave under section 142 of the Companies Act 2012 for a company to convene its Annual General Meeting by electronic means. Where government COVID-19 restrictions made physical meetings impracticable and the company's Articles of Association did not authorize electronic meetings, the court exercised its discretion to permit alternative meeting formats to enable the company to conduct its affairs and comply with statutory requirements for annual meetings.

Outcome

Application granted with leave to hold Annual General Meeting electronically

Facts

The applicant, a director and Chair of the Board of Directors of Uganda Institute of Banking and Financial Services, sought leave to convene the company's Annual General Meeting for the year ended 31 December 2019 by electronic means. The company is limited by guarantee with approximately 870 members. Its Articles of Association required physical meetings with a quorum of not less than 40% of paid-up members present and did not authorize electronic meetings. On 11 March 2020, COVID-19 was declared a pandemic and on 17 March 2020 was declared a notifiable health emergency in Uganda. The Government of Uganda implemented public health measures including a blanket ban on public meetings and restrictions on entry into Uganda. The company's Board of Directors passed a resolution to hold the Annual General Meeting by electronic means on or before 20 July 2020. The company secretary confirmed the company did not oppose the application.

Issues

  1. Whether the court should grant leave to convene an Annual General Meeting by electronic means where Articles of Association do not authorize electronic meetings and COVID-19 restrictions make physical meetings impracticable.

Orders

  • The Uganda Institute of Banking and Financial Services is granted leave to convene and conduct the Annual General Meeting for the year ended 31st December 2019 by electronic means on or before 20th July 2020.
  • The costs of this application are to be met by the company.

Rules and key headnotes

Company Law — Annual General Meetings — Power of Court to Authorize Alternative Meeting Procedures
Where it is impracticable to call or conduct a company meeting in the manner prescribed by the company's articles of association or the Companies Act, the court may under section 142(1) of the Companies Act 2012 order that a meeting be called, held and conducted in such manner as the court thinks fit.
Company Law — Impracticability — COVID-19 Pandemic as Basis for Alternative Meeting Procedures
Government restrictions on public gatherings implemented to combat the COVID-19 pandemic constitute impracticability within the meaning of section 142 of the Companies Act 2012, justifying court authorization of electronic meetings where the company's articles require physical meetings with a specified quorum.
Statutory Interpretation — Purpose of Section 142 of the Companies Act 2012
The purpose of section 142 of the Companies Act 2012 is to enable the court to give directions to overcome practical difficulties so that the company's affairs can be conducted where they might otherwise be stymied.

Legislation cited (5)

Cases cited (1)

  • Ghalib Hussain & Abdul Sattar v Wycombe Islamic Mission and Mosque Trust Limited & Tasawar Iqbal [2011] EWHC 971 (Ch)

Full judgment

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

IN RE Uganda Institute of Banking and Financial Services (MISCELLANEOUS CAUSE NO. 120 OF 2020) [2020] UGHCCD 224 (22 June 2020)
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.