Wakilii

In the matter of an application by Club D' Affaires De Kampala Limited to rectify its records in the Registry of Companies (Companies Cause 34 of 2023)

High Court · [2023] UGCOMMC 187 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ex parte application for rectification of company register under section 125(1)(b) of the Companies Act, 2012
Decision
Application allowed; Registrar of Companies directed to rectify company register and permit named persons to act as Board of Directors

Observed later treatment

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Holding

The High Court granted an ex parte application to rectify a non-profit company's register of members under section 125(1)(b) of the Companies Act, 2012. The court found that where individual subscribers to a company's memorandum signed on behalf of legal entities and the original founders became untraceable, it is reasonable to allow available members to conduct company affairs. The Registrar of Companies raised no objection. Orders included rectification of the register, sanctioning a new board of directors, and requiring regularisation of appointments within six months.

Outcome

Application allowed; Registrar of Companies directed to rectify company register and permit named persons to act as Board of Directors

Facts

Club D'Affaires De Kampala Limited, a non-profit company limited by guarantee incorporated in 2017, defaulted in updating its registration documents at the Companies Registry. The company's memorandum and articles of association erroneously listed individuals as subscribers when they had signed on behalf of legal entities they represented. Since incorporation, changes in membership and directorship occurred but could not be communicated to the Registrar because endorsement was required from founding members who became untraceable—some left Uganda and others closed business during the COVID-19 pandemic. The company brings together businesses in Uganda wishing to develop relations with France. Its operations reached a standstill because it could not register documents with the Companies Registry. The application was supported by affidavits from representatives of member companies CFAO Motors (U) Ltd and KLM Royal Dutch Airlines.

Issues

  1. Whether the court should grant an order directing the Registrar of Companies to rectify the applicant's register of members where original founding members are untraceable.

Orders

  • Order directing the Registrar of Companies to rectify the records of the applicant to reflect the register of members attached as annexure A to the affidavit in support.
  • Order permitting the six persons named in annexure B to act as the Board of Directors of the applicant for the purpose of rectifying all the applicant's records at the Companies registry.
  • Order directing the Board of Directors sanctioned above to hold a general meeting of the applicant within six months from the date of this decision for regularisation of their appointment by members and tabling of any other necessary business.
  • Applicant to bear its own costs.

Rules and key headnotes

Register of Members — Rectification under Companies Act 2012 s.125(1)(b) — Untraceable Founding Members
Where default is made or unnecessary delay takes place in entering changes on a company's register of members, the court has power under section 125(1)(b) of the Companies Act, 2012 to order rectification of that register.
Company Administration — Disappearance of Members or Officers — Principle of Continuity
Once a member or officer of a company disappears and can no longer be traced, it is reasonable for the court to allow the available members and officers to conduct the affairs of the company as they deem fit in order to further the company's objectives.
Register of Members — Errors in Memorandum and Articles — Subscribers Incorrectly Named as Individuals Instead of Legal Entities
Where individuals were incorrectly named as subscribers to a company's memorandum and articles of association when they signed on behalf of legal entities, and those individuals are no longer traceable, the court may rectify the register to reflect the true intended members being the legal entities represented.
Non-Profit Companies — Court Discretion — Absence of Prejudice to Stakeholders
Where a non-profit company seeks rectification of its register and the Registrar of Companies raises no objection, the court may exercise its discretion to allow the application in the interest of proper running of the company's affairs, particularly where allowing the application will not prejudice stakeholders.

Legislation cited (3)

Cases cited (1)

  • Re NICO Ltd (High Court Miscellaneous Application No. 33 of 1995)

Full judgment

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In the matter of an application by Club D' Affaires De Kampala Limited to rectify its records in the Registry of Companies (Companies Cause 34 of 2023) [2023] UGCommC 187 (27 Novem
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.