In the matter of Sedawa Limited (Companies Cause 29 of 2025)

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

The court granted an order under Section 138 of the Companies Act authorizing the applicants to convene an extraordinary general meeting of Sedawa Limited. The court found it impracticable to convene a meeting in the ordinary manner because the majority of original members and directors were deceased, the sole surviving member declined participation, and the mandatory quorum of four members could not be met. The applicants, as personal representatives of the founding member, had locus standi and had taken reasonable steps to trace other members. The court ordered that notice be advertised in a newspaper of wide circulation at least 21 days prior to the meeting.

Outcome

Application granted with orders authorizing applicants to convene extraordinary general meeting

Facts

Sedawa Limited was incorporated on 9 May 1978 by the late Dr. Samson Babi Mululu Kisekka and other members. With the exception of Mr. Balaam Kirya, all directors and members of the company had since died, and their personal representatives were unknown. The company's Articles of Association required a mandatory quorum of at least four members for general meetings, which was now impossible to achieve. The applicants were children and personal representatives of the founding member. The company had never filed Annual Returns since 1978 and was recently reinstated by URSB on condition that it file returns and update its data within seven days. The applicants attempted to involve the sole surviving member and published a notice in the Daily Monitor on 3 September 2025 inviting interested persons to come forward, but received no response. The company held valuable land at Kigalama, Mityana and faced potential deregistration.

Issues

1. Whether the Applicants are entitled to be granted an order to convene a company meeting under Section 138(1) of the Companies Act.
2. What remedies are available to the parties.

Orders

• The Applicants are authorized to convene an Extra-Ordinary General Meeting of SEDAWA Limited.
• Notice of the said meeting shall be advertised in a newspaper of wide circulation at least 21 days prior to its date.
• The meeting shall be for the purposes of transacting the business specified in the published notice, including the appointment of new directors and taking such steps as may be necessary to regularize the affairs of the Company in compliance with the Companies Act and its Articles of Association, particularly the filing of Annual Returns.
• Costs of this application shall be borne by the Company.

Rules and key headnotes

Legislation cited (7)

• Companies Act Cap. 106 s.138
• Companies Act Cap. 106 s.141
• Judicature Act Cap. 13 s.37
• Civil Procedure Act Cap. 71 s.64(e)
• Civil Procedure Act Cap. 71 s.98
• Civil Procedure Rules S.I. 71-1 Order 38 Rule 6(h)
• Constitution of Uganda Article 139(1)

Cases cited (3)

• In Re Eastern Province Bus Company (1966) EA 492
• In the Matter of Graceland Gardens Limited (per Justice Emmanuel Baguma, unreported)
• Karoli Mubiru and 20 Others v Edith Namirimu & Another (Supreme Court Civil Appeal No. 3 of 2013)

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