In the matter of M/s Equator Growers (Company Cause 5 of 1992)

Observed later treatment

No later-treatment classification is recorded for this judgment.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

Holding

An application to rectify the company register by reinstating the applicant as a shareholder of 25 ordinary shares was dismissed for lack of sufficient evidence. The court held that an applicant seeking rectification under section 118 of the Companies Act must first prove his status as a shareholder by producing a share certificate showing the number and type of shares held and the extent to which they were paid up. Failure to discharge this burden warranted dismissal without prejudice to bringing a fresh application with proper evidence.

Outcome

Application dismissed for lack of sufficient evidence without prejudice to bringing a fresh application

Facts

The applicant, Francis X. Kayemba, applied under section 118 of the Companies Act for an order to rectify the company register by reinstating his name as a shareholder of 25 ordinary shares in M/s Equator Growers Uganda Limited. He claimed to hold 15 paid-up ordinary shares allocated to him and paid for in full on 10 May 1985, and to have inherited 10 paid-up ordinary shares on his father's death. By letter dated 21 December 1987, the company secretary informed him that the Board of Directors had resolved on 10 December 1987 to terminate his membership. The applicant objected by letter dated 2 January 1988. He alleged that as a director he was not invited to the meeting that terminated his membership, that he had not been invited to subsequent meetings, and that efforts to have his shares reinstated had failed. He further alleged the company had not filed annual returns with the Registrar of Companies. The respondent company contested the application, arguing that the applicant had not adduced evidence of his shareholding, including share certificates, receipts for payment, or grant of probate for inherited shares.

Issues

1. Whether the applicant was entitled to have his name reinstated on the company register as a holder of 25 ordinary shares.
2. Whether the applicant adduced sufficient evidence to prove his shareholding in the company.

Orders

• Application dismissed.
• Costs awarded to the respondent.
• Applicant not barred from bringing a fresh application.

Rules and key headnotes

Legislation cited (9)

• Companies Act s.118
• Companies Act s.75
• Companies Act s.76
• Companies Act s.82
• Companies Act s.83
• Companies Act s.84
• Civil Procedure Act s.101
• Civil Procedure Rules Order 34 r.4
• Civil Procedure Rules Order 48 rr.1, 2 and 3

Cases cited (1)

• X.R. Ladies Imperial Club /1920/2KB 543

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