Wakilii

In the matter of Quad Biking Jinja Limited (Miscellaneous Cause 5 of 2025)

High Court · [2025] UGHC 592 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by notice of motion for leave to hold a single member meeting and appoint directors
Decision
Applicant granted leave to hold single member meeting and appoint directors

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that where a company has only one surviving shareholder who is also the administrator of the deceased majority shareholder's estate, and the company has no directors, it is impracticable to hold a meeting in the manner prescribed by the articles or the Companies Act. The court granted leave under section 138 of the Companies Act Cap 106 for the applicant to hold a single member meeting to appoint directors and enable the company to continue operations.

Outcome

Applicant granted leave to hold single member meeting and appoint directors

Facts

Quad Biking Jinja Limited had two shareholders: Robert Allun Davies holding 99 shares and serving as the sole director, and Mutesi Majorine holding 1 share and serving as company secretary. Robert Allun Davies died on 18 January 2024, leaving the company without any director. Mutesi Majorine was granted Letters of Administration to his estate on 19 September 2024. As the sole surviving shareholder holding only one share, the applicant attempted to appoint directors but the Uganda Registration Service Bureau rejected her single member resolution, directing her to obtain a court order. Article 24 of the company's Articles of Association requires a minimum quorum of two shareholders for meetings, making it impracticable to hold a meeting in the prescribed manner.

Issues

  1. Whether the applicant should be granted leave to hold a single member meeting appointing directors to the company

Orders

  • Application allowed.
  • Applicant granted leave to hold a single member meeting to appoint directors to Quad Biking Jinja Limited.
  • No order as to costs.

Rules and key headnotes

Company Law — Meetings — Single Member Meetings — Court's Power to Order Meeting Where Impracticable
Where it is impracticable to call a meeting of a company in the manner prescribed by the articles or the Companies Act, the court may order a meeting to be called, held and conducted in such manner as the court thinks fit under section 138 of the Companies Act Cap 106.
Company Law — Directors — Appointment — Single Shareholder Holding Minority Share
Where a company has only one surviving shareholder who holds a minority share and is also the administrator of the deceased majority shareholder's estate, and the company has no directors, the court may grant leave for that shareholder to hold a single member meeting to appoint directors to enable the company to continue operations.

Legislation cited (4)

Cases cited (1)

  • In the Matter of Mutungo Executive Hotel Ltd (Company Cause No. 59 of 2023)

Full judgment

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

In the matter of Quad Biking Jinja Limited (Miscellaneous Cause 5 of 2025) [2025] UGHC 592 (24 July 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.