Wakilii

In the matter of Gospel Center Association Limited [2026] UGCOMMC 280

High Court · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under Companies Act s.138(3) to convene extraordinary general meeting
Decision
Application granted with orders 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 Companies Act s.138(3) to convene an extraordinary general meeting of a church company that had not met for 20 years, where only 2 of 16 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 in accordance with the company's articles and memorandum.

Outcome

Application granted with orders 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 some died. The company was struck off the register of companies, affecting operations. Only 2 of the original 16 members remained traceable. Since COVID-19 it had been impossible to trace other members. The church continued operating but could not open a bank account or purchase land due to its irregular status. The applicants sought court orders to convene an extraordinary general meeting to update records and regularize the company's position.

Issues

  1. Whether the court should order an extraordinary general meeting to be convened where the company has not held meetings for 20 years and most members cannot be traced.

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 Meetings — Power of Court to Order Extraordinary General Meeting
Under Companies Act s.138(3), the court has power to order an extraordinary general meeting of a company to be convened where for an extended period no meetings have been held and most members cannot be traced, in the interest of justice and the smooth running of the company.
Company Meetings — Notice Requirements — Publication in Newspapers
Where members of a company are untraceable or have relocated, the court may order that notice of an extraordinary general meeting be published in newspapers of wide circulation to ensure members who are far away receive notice.
Company Membership — Striking Members Off Register for Non-Attendance
A meeting held pursuant to court order under Companies Act s.138(1) is deemed to be a meeting of the company duly elected, held and conducted for all purposes, and the court may order that members who fail to attend be struck off the 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 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.