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Jane Amuge and Another v Peter Busuulwa (Application Cause No. 12246 of 2025)

Tribunal · [2025] UGRSB 26 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to rectify company register by expunging fraudulent documents
Decision
All documents relating to the respondent's purported directorship and shareholding expunged from the company register

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Assistant Registrar held that documents purporting to appoint the respondent as director and allot him twenty shares in Wealth Centric Limited were invalid and fraudulent. The alleged board resolution and share allotment were not supported by company minutes as required by section 148 of the Companies Act, no attendance records existed, and the existing directors had no knowledge of the respondent. The transfer form was defective as a company cannot transfer its own unallotted shares. All impugned documents were ordered expunged from the register under regulation 8(2) of the Companies (Powers of the Registrar) Regulations 2016.

Outcome

All documents relating to the respondent's purported directorship and shareholding expunged from the company register

Facts

Wealth Centric Limited was incorporated on 10 December 2013 with Jane Amuge holding 40 shares and Bernice Mvano later acquiring 40 shares through transfers and allotment, leaving 20 shares unallotted. During a data update exercise in 2025 following the rollout of the Online Business Registration System, the applicants discovered that Peter Busuulwa, a person unknown to them, had been registered as a director and shareholder holding the 20 unallotted shares. Documents on file showed a board resolution dated 22 March 2018 (filed 10 April 2018) purporting to appoint Busuulwa as director, allot him 20 shares, and authorise him as sole signatory on a Stanbic Bank account. The applicants reported the matter to police and the Registrar General, asserting they had never participated in any such meeting or resolution. Busuulwa had also attempted to open a bank account for the company. Despite substituted service through newspaper advertisement, the respondent failed to appear or contest the application.

Issues

  1. Whether the impugned documents purporting to appoint the respondent as director and allot him shares were validly passed?

Orders

  • The Resolution filed on 10th April 2018 appointing Peter Busuulwa as a Director of Wealth Centric Limited and allotting him twenty (20) shares in the Company be expunged.
  • The Return of Allotment filed on 10th April 2018 allotting the Respondent twenty (20) shares be expunged for being misleading, inaccurate and containing an illegal endorsement.
  • Particulars of Directors and Secretary form (form 20) dated 08th April 2018 including the Respondent as a Director be expunged for being misleading, inaccurate and containing an illegal endorsement wrongfully obtained.
  • The transfer form giving the Respondent, Peter Busuulwa twenty (20) shares in the Company be expunged for being misleading, inaccurate and containing an illegal endorsement.
  • The resolution filed on 10th April 2018 opening a Company Bank Account at Stanbic Bank Uganda Garden City Branch with Busuulwa Peter as a sole signatory be expunged.
  • No order as to costs.

Rules and key headnotes

Company Law — Company Meetings — Minutes — Evidentiary Requirements
Under section 148 of the Companies Act Cap 106, every company must cause minutes of all proceedings of general meetings and meetings of directors to be entered in books kept for that purpose, and any minute purporting to be signed by the chairperson shall be evidence of the proceedings. Resolutions purporting to effect structural modifications within a company that are not supported by company minutes or attendance records are invalid.
Company Law — Share Allotment — Transfer of Unallotted Shares
A company cannot transfer its own unallotted shares. Shares must first be allotted by the board of directors to a person, and only after such allotment can the owner of those shares transfer them to an available transferee. A transfer form purporting to transfer unallotted shares directly from the company to an individual is defective.
Company Law — Articles of Association — Share Allotment — Directors' Authority
Where a company's articles of association vest the power to allot shares in the directors, an allotment of shares that was not authorised by the existing directors contravenes the articles of association. The articles of association constitute the supreme law when determining company affairs insofar as they do not contradict the parent Act.
Company Law — Company Register — Rectification — Powers of Registrar
Under regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, the Registrar of Companies has power to rectify and update the register to ensure accuracy, and may expunge from the register any information or document that is misleading, inaccurate, issued in error, contains an entry made in error, contains an illegal endorsement, or is illegally or wrongfully obtained.

Legislation cited (7)

Cases cited (2)

  • Noble Builders (Uganda) Limited v Balwinder Kaur Sandhu (Civil Appeal No. 70 of 2009)
  • Noble Builders (U) Ltd and Raghbir Singh Sandhu v Jaspal S Sandhu (Civil Appeal No. 41 of 2001)

Full judgment

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Jane Amuge and Another v Peter Busuulwa (Application Cause No. 12246 of 2025) [2025] UGRSB 26 (18 September 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.