Wakilii

In the matter of Romex East Africa Limited [2025] UGHC 674

High Court · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under section 33-39 of the Companies Act and section 98 of the Civil Procedure Act for orders to call on unpaid shares and update company register in the absence of untraceable shareholders
Decision
Application granted; company permitted to call on unpaid shares through newspaper advertisement and family notice; URSB directed to update company register

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court granted an application permitting a company to call on unpaid shares of untraceable shareholders and to update its register with the Uganda Registration Services Bureau. Held that where shareholders who subscribed for shares but never paid them up cannot be traced, and their absence stifles company operations and prevents compliance with beneficial ownership disclosure requirements under the Companies (Amendment) Act section 119A, the court has inherent power under section 98 of the Civil Procedure Act and section 138 of the Companies Act to direct that notices be advertised and the register be updated to enable the company to continue operations.

Outcome

Application granted; company permitted to call on unpaid shares through newspaper advertisement and family notice; URSB directed to update company register

Facts

Romex East Africa Limited was incorporated in January 1998 with three shareholders: Roxba Limited (50 shares), Alex Shifferaw (40 shares), and Dr. E. Kigonya (10 shares). Alex Shifferaw and Dr. E. Kigonya never paid for their shares despite subscribing. In 2021 the company attempted to make a call on the unpaid shares to raise capital, but the notice to Alex Shifferaw at his last known address in Germany bounced and Dr. E. Kigonya had died. Amendments to the Companies Act requiring companies to file beneficial owners' particulars with personal identification documents created practical difficulties since Alex Shifferaw could not be found and Dr. Kigonya was deceased. In June 2024 the company issued a notice in newspapers calling for Alex Shifferaw's attention but received no response. The company applied to court for directions to enable it to call on the shares and update its register with URSB.

Issues

  1. Whether Alex Shifferaw cannot be found?
  2. Whether Alex Shifferaw and Dr. E. Kigonya's shares are paid up?
  3. Whether the applicant is entitled to the remedies sought?

Orders

  • The applicant is hereby granted leave to call on the shares of Alex Shifferaw and Dr. E. Kigonya.
  • The notices for the call of Alex Shifferaw's shares should be advertised in Daily Monitor newspaper and the same should run for 14 days.
  • The notice for the call of Dr. E Kigonya's shares should be brought to the attention of his family.
  • The Uganda Registration Service Bureau is hereby directed to effect the changes in the company's register.
  • No order as to costs.

Rules and key headnotes

Company Law — Shares — Call on Unpaid Shares — Untraceable Shareholders
Where shareholders who subscribed for shares but never paid them up cannot be traced, the court has power under section 138 of the Companies Act and section 98 of the Civil Procedure Act to direct that notices for call on shares be advertised in newspapers of wide circulation and to order the registrar to effect changes in the company's register.
Company Law — Meetings — Impracticability — Court's Power to Give Directions
Section 138 of the Companies Act empowers the court to give directions to overcome practical difficulties so that a company's affairs can be conducted where they might otherwise be stymied, including where shareholders cannot be traced and their absence prevents compliance with statutory requirements.
Company Law — Beneficial Ownership — Compliance with Statutory Disclosure Requirements
Where a company is unable to comply with beneficial ownership disclosure requirements under section 119A of the Companies (Amendment) Act because some shareholders are untraceable and their personal identification documents cannot be obtained, the court may exercise its inherent jurisdiction to enable the company to update its register and continue operations.
Civil Procedure — Inherent Jurisdiction — Power to Prevent Stifling of Company Operations
Courts of law as a fountain of justice have inherent power to step in and give a proper solution where the absence of untraceable shareholders stifles a company's operations, while protecting the interests of all shareholders and the well-being of the company itself.

Legislation cited (6)

Cases cited (4)

  • Mathew Rukikaire v Incafex Ltd (Supreme Court Civil Appeal No. 03 of 2015)
  • Nyanza Mines Limited v Registrar of Companies and Bridge of Balgie Limited (Miscellaneous Application No. 684 of 2019)
  • Ghalib Hussain & Abdul Sattar Vs Wycombe Islamic Mission and Mosque Trust Limited & Tasawar Iqbal [2011] EWHC 971 (ch)
  • In the matter of Al Shaffi Investments Group LLC (Company Cause No. 20 of 2012)

Full judgment

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

In the matter of Romex East Africa Limited 2025 UGHC 674 (31 March 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.