Wakilii

In the matter of an Application for transmission of shares of Emflo Development Services Limited (Company Cause 90 of 2023)

High Court · [2024] UGHCCD 74 · 2024 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for orders of transmission of shares from deceased single member to administrators of his estate
Decision
Application granted; shares of deceased single member ordered to be transmitted to the administrators of his estate

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court has inherent jurisdiction under the Constitution, Judicature Act and Civil Procedure Act to order transmission of shares from a deceased single member to the administrators of his estate. Section 87(1) of the Companies Act 2012 permits transfer of shares on death of a single member by operation of law. Where a single member company was incorporated before the Single Member Regulations came into force and the member died without appointing a nominee director, the court may invoke its inherent powers to direct URSB to transfer shares to the administrators under the Succession Act.

Outcome

Application granted; shares of deceased single member ordered to be transmitted to the administrators of his estate

Facts

Emflo Development Services Ltd was incorporated on 17 August 2016 with Emau Jimmy as the sole member holding 100% of shares. The company was incorporated before the Companies (Single Member) Regulations came into force on 18 November 2016. Emau Jimmy died on 14 June 2021 without having appointed a nominee director or alternate nominee director. He left a widow and four children, two of whom were minors dependent on the company's proceeds. The High Court at Soroti granted letters of administration to Florence Aleso (widow) and Apio Gloria (daughter) under Administration Cause No. 18 of 2023. The company secretary instructed lawyers to apply to URSB for transmission of shares to the legal representatives, but URSB declined, stating they had no guiding law and advised seeking court redress. The applicant company sought court guidance on the procedure for transmitting shares from the deceased single member to his administrators.

Issues

  1. Whether the High Court has jurisdiction to order transmission of shares from a deceased single member of a single member company to the administrators of his estate.
  2. Whether shares of a deceased single member company can be transferred by operation of law to the legal representatives of the estate where no nominee director was appointed.

Orders

  • Shares formerly held by Emau Jimmy (deceased) a single member in the single member company EMFO Development Services Ltd be transferred to Florence Aleso and Apio Gloria, the joint administrators of his estate.
  • No order as to costs.

Rules and key headnotes

Company Law — Single Member Companies — Transmission of Shares — Death of Single Member — Absence of Nominee Director
Where a single member company was incorporated before the Companies (Single Member) Regulations came into force and the single member died without appointing a nominee director, the High Court may exercise its inherent jurisdiction under section 33 of the Judicature Act and section 98 of the Civil Procedure Act to order transmission of shares to the administrators of the deceased's estate.
Company Law — Single Member Companies — Transfer of Shares — Section 87(1) Companies Act 2012 — Operation of Law
Section 87(1) of the Companies Act 2012 permits a single member company to transfer shares on the death of the single member by operation of law, which includes transfer to legal representatives under section 192 of the Succession Act.
Succession & Estates — Administration of Estates — Vesting of Estate — Shares as Estate Property
Under section 192 of the Succession Act, the estate of a deceased person vests in the administrators, and shares in a single member company form part of the estate of a deceased single member and are transmissible to the administrators.

Legislation cited (11)

Full judgment

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In the matter of an Application for transmission of shares of Emflo Development Services Limited (Company Cause 90 of 2023) [2024] UGHCCD 74 (21 February 2024)
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.