Wakilii

In the matter of Uganda Food Supply Limited (Company Cause No. 0012 of 2025)

High Court · [2025] UGHCCD 82 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ex parte application for leave to call and conduct an extraordinary general meeting
Decision
Leave granted to sole shareholder to convene extraordinary general meeting alone and elect directors and secretary

Observed later treatment

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Holding

The High Court granted leave to the sole surviving shareholder of Uganda Food Supply Limited to sit alone and hold an extraordinary general meeting to elect directors and a secretary. The court invoked section 138 of the Companies Act Cap. 106, which empowers the court to order a meeting when it is impracticable to hold one in the manner prescribed by the company's articles. The original members and directors had all passed away, leaving the applicant as the only legal representative with rights in the company.

Outcome

Leave granted to sole shareholder to convene extraordinary general meeting alone and elect directors and secretary

Facts

Uganda Food Supply Limited was incorporated on 27 April 1971 with two members and directors: Sepiriya Tabula Mulindwa (140 shares) and Alfred K.K. Mubanda (100 shares). In 1972, Allen Mulindwa acquired 140 shares and became a director and secretary. Sepiriya Tabula Mulindwa died on 21 September 1991, and Allen Mulindwa died on 5 December 1994. The applicant obtained letters of administration for Allen Mulindwa's estate on 24 January 2011 and was declared a shareholder on 2 September 2019. The applicant became the sole surviving shareholder, holding 58.4% of the paid-up capital. The 100 shares of Sepiriya Tabula Mulindwa remained unadministered. With no other living shareholders, directors, or secretary, it became impracticable to hold a company meeting in the manner prescribed by law.

Issues

  1. Whether the facts and the law support the grant of leave to the Applicant to sit as a single shareholder and call an Extra Ordinary General Meeting to appoint Directors and Secretary and carry out necessary resolutions for proper governance of the company.

Orders

  • Mulindwa Samuel Kubulwamwana is granted leave to sit alone and hold an Extraordinary General Meeting of Uganda Food Supply Limited and elect the Directors and Secretary that will constitute the management of the company.
  • The Applicant bears his own cost.

Rules and key headnotes

Company Law — Company Meetings — Power of Court to Order Meeting — Impracticability
Where it is impracticable to call or conduct a meeting of a company in the manner prescribed by the company's articles of association or the Companies Act, the court may order a meeting to be called, held and conducted in the manner the court thinks fit under section 138 of the Companies Act Cap. 106.
Company Law — Company Meetings — Sole Shareholder — Quorum
Where a company has only one surviving shareholder and no other directors or secretary, the court may direct under section 138(2) of the Companies Act that one member present in person or by proxy shall constitute a meeting, notwithstanding that the company's articles require two or more members for a quorum.
Company Law — Shareholders — Sole Surviving Shareholder — Leave to Convene Meeting
A sole surviving shareholder holding more than one-tenth of the paid-up capital of a company is entitled to seek leave from the court to call and conduct an extraordinary general meeting to elect directors and a secretary where all original members and directors have died and it is impracticable to hold a meeting in accordance with the company's articles.

Legislation cited (6)

Cases cited (2)

  • In the matter of Simbamanyo Estate Limited (Company Cause No. 0005 of 2023)
  • In the matter of Nico Limited (Miscellaneous Application No. 33 of 1995)

Full judgment

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

In the matter of Uganda Food Supply Limited (Company Cause No. 0012 of 2025) [2025] UGHCCD 82 (24 June 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.