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 86 · 1992 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for rectification of company register under Companies Act s.118
Decision
Application dismissed for lack of sufficient evidence; applicant not barred from bringing a fresh application with proper documentation

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court dismissed an application for rectification of a company register under Companies Act s.118(1)(a). The court held that an applicant seeking rectification must first prove they are a shareholder by producing documentary evidence including share certificates showing the number and class of shares held and the extent to which they are paid up. The applicant failed to discharge this burden, having produced only a letter from the company secretary terminating membership without providing share certificates, the memorandum and articles of association, or evidence from the Registrar of Companies.

Outcome

Application dismissed for lack of sufficient evidence; applicant not barred from bringing a fresh application with proper documentation

Facts

The applicant Francis X Kayemba applied under Companies Act s.118 to rectify the company register of M/S Equator Growers Uganda Limited by reinstating his name as holder of 25 ordinary shares. The applicant claimed he held 15 paid-up ordinary shares allocated and paid for on 10 May 1985 and inherited 10 shares on his late father's death. On 21 December 1987 the company secretary wrote to the applicant informing him that the Board had resolved on 10 December 1987 to terminate his membership. The applicant objected by letter dated 2 January 1988. The applicant averred he was a director but was not invited to the meeting of 10 December 1987 and has not been invited to any shareholders' meetings since. He produced no share certificates, no memorandum and articles of association, no receipts for payment, no grant of probate, and no evidence from the Registrar of Companies.

Issues

  1. Whether the court should order rectification of the company register by reinstating the applicant's name as a shareholder of 25 ordinary shares.
  2. Whether the applicant has adduced sufficient evidence to prove his shareholding in the company.
  3. Whether failure to produce share certificates and supporting documentation from the Registrar of Companies is fatal to the application.

Orders

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

Rules and key headnotes

Company Law — Rectification of Register — Burden of Proof
An applicant seeking rectification of a company register under Companies Act s.118(1)(a) bears the burden of proving they are a shareholder by producing documentary evidence, including share certificates showing the number and type of shares held and the extent to which they are paid up, before the court can consider the merits of the application.
Civil Procedure — Evidence — Proof of Status
Where an applicant claims to be a shareholder of an incorporated company, the memorandum and articles of association and evidence from the Registrar of Companies should be produced to establish the company's existence and the applicant's position in the company register.
Company Law — Share Certificates — Evidential Value
A share certificate is the proper evidence of shareholding as it reveals the holder's name at the date of issue, the number of shares held, and the extent to which they are paid up; a letter from a company secretary terminating membership does not constitute sufficient proof of shareholding status.

Legislation cited (12)

Cases cited (1)

  • Younger Va. Indies Imperial Club /1920/2KB 52^

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 86 (25 September 1992)
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.