Wakilii

In the Matter for an application of rectification of the company register by Kayemba(ms. Equator growers ) (Company Cause No. 5 of 1992)

High Court · [1992] UGHC 8 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the High Court under s.118 of the Companies Act for rectification of the company register
Decision
Application dismissed without prejudice to the applicant's right to bring a fresh application with proper evidence

Observed later treatment

Treatment recorded in citing cases applied in 1 Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

Good law Followed in 0 cases and applied in 1 case, with no adverse treatment recorded. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

Held that before the court can consider the merits of an application for rectification of a company register under s.118 of the Companies Act, the applicant must satisfy the court that he is a shareholder by producing a share certificate, the company's memorandum and articles of association, and evidence from the Registrar of Companies. The burden of proof lies on the applicant. Application dismissed for lack of sufficient evidence.

Outcome

Application dismissed without prejudice to the applicant's right to bring a fresh application with proper evidence

Facts

The applicant, Francis X. Kayemba, applied for an order directing rectification of the company register of M/S Equator Growers Uganda Limited. He averred that he held 15 paid up ordinary shares allocated to him in 1985 and inherited 10 shares from his late father. He deponed that by letter dated 21 December 1987, the company's Board of Directors resolved to terminate his membership. He objected by letter dated 2 January 1988. The applicant alleged that although he was a director, he was not invited to the meeting of 10 December 1987 and had since been excluded from shareholders' meetings. He sought reinstatement of his name on the register. The respondent company opposed the application on grounds that the applicant had failed to adduce evidence of his shareholding, namely share certificates, memorandum and articles of association, receipts for payment of shares, or grant of probate in respect of inherited shares.

Issues

  1. Whether the applicant adduced sufficient evidence to satisfy the court that he is a shareholder in M/S Equator Growers Uganda Limited.
  2. Whether the court can order rectification of the company register in the absence of documentary proof of shareholding.

Orders

  • Application dismissed.
  • Costs to the respondent.
  • Applicant not barred from bringing a fresh application.

Rules and key headnotes

Company Law — Rectification of Register of Members — Burden of Proof
Before the court can consider the merits of an application for rectification of the register of members under s.118 of the Companies Act, the applicant must satisfy the court that he is a shareholder in the company by producing a share certificate showing the number and type of shares held and the extent to which they are paid up.
Evidence — Documentary Evidence — Company Matters
In an application concerning an incorporated company, the applicant must produce the company's memorandum and articles of association and evidence from the Registrar of Companies to establish the position in the company register.
Civil Procedure — Burden of Proof — Applications
The burden of providing sufficient evidence to support an application lies on the applicant. Where the applicant fails to discharge this responsibility, the application must be dismissed for lack of sufficient evidence.

Legislation cited (9)

Cases cited (1)

  • Younger V. Indies Imperial Club /1920/2KB 523

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

In the Matter for an application of rectification of the company register by Kayemba(ms. Equator growers ) (Company Cause No. 5 of 1992) [1992] UGHC 8
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.