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Joshua Kizito v Baana Okusoka Uganda Ltd and Another (Company Application Cause No. 65381 of 2025)

Tribunal · [2025] UGRSB 34 · 2025 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies under Regulation 20 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 seeking rectification of the company register
Decision
Application dismissed for lack of locus standi

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that the applicant lacked locus standi to bring the application because he had been validly removed as a member of the company following proper procedure under the company's Articles of Association and the Companies Act. The removal was effected after due notice, a fair hearing through his proxy, and a vote by the Board. As a non-member who failed to demonstrate sufficient interest as an interested party, the applicant had no standing to seek rectification of the register.

Outcome

Application dismissed for lack of locus standi

Facts

Baana Okusoka Uganda Ltd is a private company limited by guarantee incorporated in 2019 with charitable objectives. The applicant was one of three original subscribers and directors. Following allegations that the applicant forged signatures and fraudulently removed other directors and altered bank signatories, the company convened a meeting on 26 September 2024 after proper notice to the applicant. The applicant was represented by his proxy counsel at the meeting. Two of three directors voted to remove the applicant as a member and director. An ordinary resolution removing the applicant was registered on 28 November 2024. The applicant had earlier complained to the Registrar in February 2025, and the Registrar confirmed in April 2025 that the removal followed due process. The applicant then filed this application in September 2025 seeking to expunge the resolutions removing him and to be reinstated.

Issues

  1. Whether the Applicant has locus standi to bring this Application?
  2. What remedies are available to the parties?

Orders

  • The Applicant does not have locus standi to commence this Application.
  • Application is therefore dismissed.
  • No order as to costs.

Rules and key headnotes

Company Law — Locus Standi — Standing to Bring Application — Removed Member
A person who has been validly removed as a member of a company does not have locus standi to bring an application to the Registrar of Companies as a member under Regulation 20 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016.
Company Law — Removal of Members — Procedure — Articles of Association
Where a company's Articles of Association empower the Board to remove a member who acts against the interests of the company, and the Board follows proper procedure including notice, a fair hearing, and a vote, the removal is valid and the Registrar of Companies cannot overstep its mandate by questioning the company's internal operations.
Company Law — Company Meetings — Virtual Participation — Validity of Vote
Corporate law allows directors or shareholders to meet in any manner in which all members can communicate with one another rather than requiring physical presence. Where a director participates remotely in a meeting, casts a vote that is duly recorded in the minutes, and other participants were aware of and did not object to the remote participation, there is no irregularity in the process.
Company Law — Minutes of Meetings — Presumption of Regularity
Under Section 148(3) of the Companies Act Cap 106, where minutes have been made in accordance with the proceedings at any meeting of directors, until the contrary is proved, the meeting shall be taken to have been duly held and convened and all proceedings and appointments shall be taken to be valid.
Company Law — Locus Standi — Interested Party — Sufficient Interest
Under Regulation 20(f) of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, an individual may initiate an application before the Registrar of Companies as an interested party, but must demonstrate a sufficient interest in the affairs of the company.
Civil Procedure — Preliminary Objections — Locus Standi — Effect on Merits
The absence of locus standi is a preliminary point of law which, if argued successfully, disposes of the whole matter without the need to consider the merits.

Legislation cited (6)

  • Companies Act Cap 106 s.148
  • Companies Act Cap 106 s.148(3)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 20
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 20(f)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 32
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Part V

Cases cited (6)

  • Njau and Others v City Council of Nairobi [1976-1985] 1 EA 397
  • Law Society of Kenya v Commissioner of Lands and Others (Civil Case No. 464 of 2000)
  • Dima Enterprises Poro v Inyani Godfrey (Civil Appeal No. 17 of 2016)
  • In the Matter of Uganda Clays Limited (Company Cause No. 16 of 2020)
  • Kasajja v HRP Services Limited and 5 Others (Company Application No. 39785 of 2024)
  • Mukisa Biscuit Manufacturing Co Ltd v West End Distributors Ltd [1969] EA 696

Full judgment

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Joshua Kizito v Baana Okusoka Uganda Ltd and Another (Company Application Cause No. 65381 of 2025) [2025] UGRSB 34 (24 November 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.