Wakilii

In the matter of Gospel Center Association Limited (Company Cause No. 43 of 2025)

High Court · [2026] UGCOMMC 280 · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the High Court Commercial Division for orders convening an extraordinary general meeting of a company under the Companies Act
Decision
Application granted with directions for convening extraordinary general meeting and publication of notice

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted an application under section 138(3) of the Companies Act to convene an extraordinary general meeting of a company limited by guarantee where only two of sixteen original members remained traceable. The court ordered publication of notice in newspapers of wide circulation and directed that members failing to attend be struck off the register.

Outcome

Application granted with directions for convening extraordinary general meeting and publication of notice

Facts

Gospel Center Association Limited was registered in 1996 with 16 members. For 20 years no meetings were held. Some members relocated, others lost interest, and others died. The company was struck off the register of companies, affecting its operations. Only two of the original 16 members remained traceable. The applicants sought court orders to convene an extraordinary general meeting to update company records, open a bank account, and purchase land. The church continued operating but without proper corporate status. On 13 August 2025, the church obtained a certificate of membership from the National Fellowship of Born Again Pentecostal Churches.

Issues

  1. Whether the court should order the convening of an extraordinary general meeting where the majority of original company members cannot be traced, have lost interest, or are deceased.

Orders

  • An extraordinary meeting of the Company be convened by 1st of May 2026 by the Executive Committee and/or the Secretary.
  • The notice for the meeting be published in the newspaper of wide circulation preferably in the Monitor or the New Vision and in Bukedde newspaper.
  • Members who fail to attend the meeting be struck off the register in accordance with the Articles and Memorandum of Association of the Company.
  • The resolution arising from the meeting be registered with the Registrar of Companies.
  • No order as to costs.

Rules and key headnotes

Company Law — Extraordinary General Meetings — Court Power to Order Convening
Under section 138(3) of the Companies Act, the court has power to order the convening of an extraordinary general meeting where it is impracticable to hold a meeting in the manner prescribed by the company's articles of association, and a meeting held pursuant to such order is deemed to be a meeting duly called, held and conducted.
Company Law — Meetings — Notice by Publication
Where the majority of company members cannot be traced, the court may order that notice of an extraordinary general meeting be published in newspapers of wide circulation to ensure that members who have relocated or are otherwise untraceable receive notice.
Company Law — Membership — Striking Off for Non-Attendance
The court may direct that members who fail to attend an extraordinary general meeting convened by court order be struck off the company register in accordance with the company's articles and memorandum of association.

Legislation cited (2)

Full judgment

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

In the matter of Gospel Center Association Limited (Company Cause No. 43 of 2025) [2026] UGCommC 280 (30 March 2026)
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.