Wakilii

In the matter of an application by Raymond K. Otika (a member and director of ODU Group Limited) (Company Cause No. 6 of 2025)

High Court · [2025] UGHCCD 87 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under Section 138 of the Companies Act for leave to hold a one-member extraordinary general meeting
Decision
Application granted; applicant authorised to hold one-member extraordinary general meeting to appoint directors and secretary and resolve company affairs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted leave under Section 138 of the Companies Act for a sole surviving shareholder to hold a one-member extraordinary general meeting where the other two shareholders had died, rendering it impracticable to convene a meeting in accordance with the company's articles requiring a two-member quorum. The court held that the death of the co-shareholders created circumstances warranting judicial intervention to enable the company to function and conduct its affairs.

Outcome

Application granted; applicant authorised to hold one-member extraordinary general meeting to appoint directors and secretary and resolve company affairs

Facts

ODU Group Limited was incorporated on 13 February 1987 with three shareholders each holding 340 shares: Raymond K. Otika (the applicant), Denis Musisi, and Ingwersen Ult. All three were members of the Holy Spirit Association for the Unification of World Christianity Church Community. Ingwersen Ult, a German citizen, died on 4 February 1994 at Bern Hospital. Denis Musisi died on 21 April 1990 at St. Francis Hospital Nsambya. No administrators had been appointed for either deceased's estate. The applicant attempted to secure the cooperation of Denis Musisi's son to obtain a death certificate and letters of administration but was unsuccessful. The company's articles of association required a quorum of two members for general meetings. With only one surviving shareholder, it became impracticable to hold meetings in accordance with the company's constitution, crippling the running of the company's affairs.

Issues

  1. Whether, in the circumstances of this case, the Applicant is entitled to the grant of an order granting leave to call, hold, and conduct a members' meeting and pass resolutions.

Orders

  • Raymond K. Otika is granted leave to call, hold and conduct an Extra Ordinary General Meeting of ODU Group Limited without the requisite quorum and to pass a resolution appointing directors and secretary of ODU Group Ltd.
  • No order as to costs.

Rules and key headnotes

Company Law — General Meetings — Impracticability — Death of Shareholders
Where the death of shareholders renders it impracticable to call or conduct a company meeting in the manner prescribed by the company's articles or the Companies Act, the court has jurisdiction under Section 138(1) of the Companies Act Cap 106 to order a meeting to be called, held and conducted in such manner as the court thinks fit.
Company Law — General Meetings — Quorum — One-Member Meeting
The court may direct under Section 138(2) of the Companies Act that one member of a company present in person or by proxy shall constitute a meeting where it is impracticable to achieve the quorum prescribed by the company's articles.
Company Law — Deceased Shareholders — Surviving Member — Powers
Once shareholders of a company pass away, it is reasonable for the court to allow the surviving member or officer to conduct the affairs of the company as they deem fit to further the company's objectives.

Legislation cited (7)

Cases cited (6)

  • In the Matter of Graceland Gardens Limited (Company Cause No. 16 of 2023)
  • In the Matter of Kasita Estate Ltd (1982) HCB 107
  • In the Matter of Uganda Baati Limited (Company Cause No. 23 of 2024)
  • Emmaus Foundation Investment Uganda Limited v Giuseppe Giammona (Company Cause No. 2 of 2018)
  • Emmaus Foundation Limited & Others v Emmaus Foundation & Others (Miscellaneous Cause No. 74 of 2020)
  • In the Matter of Liberation Finance Community Limited (Company Cause No. 1 of 2025)

Full judgment

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

In the matter of an application by Raymond K. Otika (a member and director of ODU Group Limited) (Company Cause No. 6 of 2025) [2025] UGHCCD 87 (30 June 2025)
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.