In the matter of Mutungo Executive Hotel Limited (Company Cause 59 of 2023)
Observed later treatment
No later-treatment classification is recorded for this judgment.
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Holding
The court granted leave for the sole surviving shareholder and director to hold a single-member extraordinary general meeting where the co-shareholder and co-director had died, making it impossible to achieve quorum under the company's articles of association. Section 142 of the Companies Act 2012 empowers the court to give directions to overcome practical difficulties in conducting company affairs.
Outcome
Applicant granted leave to conduct single-member extraordinary general meeting
Facts
Mutungo Executive Hotel Limited was incorporated on 27 May 2009 with two shareholders: Peter Kamya (90 shares) and Margaret Kamya (10 shares), who were also the only two directors. Margaret Kamya served as company secretary. Following Peter Kamya's death on 2 December 2022, Margaret Kamya remained the sole surviving director and shareholder. The company's articles of association required a minimum of two directors or two shareholders to constitute quorum for company meetings. The estate of Peter Kamya had not yet had an administrator approved by court for transmission of shares. Consequently, it became impossible to hold meetings, make decisions, or pass resolutions, bringing company affairs to a standstill.
Issues
- Whether the applicant has standing to bring an application under section 142 of the Companies Act 2012.
- Whether it has become impractical to hold a company meeting in accordance with the articles of association.
- Whether the court should grant leave to conduct an extraordinary general meeting with a single member constituting quorum.
Orders
- Application granted.
- The applicant is granted leave to hold a single member meeting for Mutungo Executive Hotel Limited.
- No order as to costs.
Rules and key headnotes
Legislation cited (4)
- Companies Act 2012 s.142
- Judicature Act s.33
- Civil Procedure Act s.98
- Civil Procedure Rules O.38 r.6(h)
Cases cited (2)
- Al Shaffi Investments Group LLC (Company Cause No. 20 of 2012)
- Ghalib Hussain & Abdul Sattar v Wycombe Islamic Mission and Mosque Trust Limited & Tasawar Iqbal [2011] EWHC 971 (Ch)
Full judgment
The original judgment as reported. Read the original PDF before relying on any passage.