Wakilii

In the matter of Community Empowerment for Sustainable Development Mercy Ministry (COMDEV-International) Limited (Company Cause No. 21 of 2024)

High Court · [2025] UGHCCD 97 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ex parte application for leave to reactivate company on register without missing subscribers
Decision
Company reactivated on register with available subscriber and promoter only

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted leave to reactivate a struck-off company on the register without sixteen missing subscribers who could not be traced despite diligent search and public advertisements. The court applied the principle that where company members disappear and cannot be traced, available members may conduct company affairs to further its objectives.

Outcome

Company reactivated on register with available subscriber and promoter only

Facts

The applicant company was incorporated on 7 August 2008 with seventeen subscribers. It was struck off the company register for failure to file annual returns. The applicant sought reactivation but could not locate sixteen of the original subscribers at their last known addresses. The applicant published two advertisements in newspapers with national circulation on 12 August 2024 and 31 January 2025, notifying the sixteen subscribers to submit their national identification particulars within seven days. None of the sixteen subscribers responded to either advertisement. The company's activities had stalled and could only be resuscitated through legal process.

Issues

  1. Whether the facts and law support the grant of leave to the applicant to reactivate the company without the missing sixteen subscribers.

Orders

  • The Registrar of Companies is directed to reinstate Community Empowerment for Sustainable Development Mercy Ministry (COMDEV-International) Limited on the register of companies with the available subscriber(s) and promoter without the missing 16 subscribers.
  • The applicant bears its own costs.

Rules and key headnotes

Company Law — Company Register — Rectification — Missing Members
Where members of a company disappear and cannot be traced despite diligent search and public advertisement, the court may order rectification of the company register to allow available members to conduct the company's affairs to further its objectives.
Company Law — Reactivation — Struck-Off Companies — Procedure
A company struck off the register for failure to file annual returns may be reactivated without all original subscribers where those subscribers cannot be located despite reasonable efforts including search at last known addresses and public advertisements in newspapers of national circulation.
Company Law — Company Register — Rectification — Court's Discretion
Under section 121 of the Companies Act Cap 106, the court has discretion to order rectification of the company register where default is made or unnecessary delay occurs in entering the fact that a person has ceased to be a member.

Legislation cited (5)

Cases cited (1)

  • In the matter of Uganda Baati Ltd (Company Cause No. 23 of 2024)

Full judgment

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

In the matter of Community Empowerment for Sustainable Development Mercy Ministry (COMDEV-International) Limited (Company Cause No. 21 of 2024) [2025] UGHCCD 97 (25 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.