Wakilii

Joy Tindiwegi v Julia Tigeita Munubi and Another (Application Cause No. 45582 of 2025)

Tribunal · [2025] UGRSB 24 · 2025 Application Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for rectification of company register under Companies (Powers of the Registrar) Regulations SI No. 71 of 2016
Decision
Application partly allowed. Two resolutions expunged from company register. Company directed to add all three directors as joint bank signatories within thirty days.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that company resolutions passed without notifying a director/shareholder are null and void under the Companies Act. Board resolutions changing bank signatories to exclude the applicant were wrongfully obtained and ordered expunged. The company must add all three directors as joint signatories within thirty days.

Outcome

Application partly allowed. Two resolutions expunged from company register. Company directed to add all three directors as joint bank signatories within thirty days.

Facts

Joy Tindiwegi, a 40% shareholder and director of Kihembe Brothers Co. Limited, alleged that the two respondents (Julia Tigeita Munubi, 20% shareholder, and Harriet Nyanjura Munubi, 40% shareholder, both directors) convened board meetings and passed resolutions without notifying her. On 12 April 2024, they changed bank signatories removing Musinguzi Laban and installing Julia Tigeita Munubi. On 8 July 2024, they granted a Power of Attorney to Byabashaija Jimmy. On 17 December 2024, they appointed themselves as sole signatories to the company's Stanbic Bank account, excluding the applicant. The respondents argued that two directors constituted quorum under the Articles of Association and that the decisions were administrative, not requiring twenty-one days' notice. They also alleged that the applicant's children had embezzled company funds and that a forensic audit revealed losses exceeding UGX 18 billion. The applicant sought rectification of the company register to expunge all resolutions passed without her participation.

Issues

  1. Whether the applicant/complainant received sufficient notice before salient company decisions were passed and resolutions extracted for registration.
  2. What remedies are available to the parties.

Orders

  • The company resolution registered on 17th December 2024 making Tigeita Julian Munubi and Nyanjura Harriet principal signatories to the Company Account in Stanbic Bank Uganda Ltd to the exclusion of the Applicant be expunged for having been wrongfully obtained without the Applicant's knowledge.
  • The company resolution registered on 18th December 2024 making Tigeita Julian Munubi and Nyanjura Harriet principal signatories to the Company Account in Stanbic Bank Uganda Ltd to the exclusion of the Applicant be expunged for having been wrongfully obtained without the Applicant's knowledge.
  • That the Company passes a resolution adding the Applicant and the two Respondents, who are the legitimate members/directors of the Company as joint signatories to the Company Bank Account in Stanbic Bank Uganda Ltd within thirty (30) days from the date of delivery of this ruling.
  • No order as to costs.

Rules and key headnotes

Company Law — Notice Requirements — Board Resolutions — Requirement to Notify All Directors
Under the Companies Act Cap 106 and Table A Article 106, a board resolution is valid and effectual only if signed by all directors entitled to receive notice, even where two directors constitute quorum. Directors must be notified of proceedings touching company operations regardless of whether they are expected to agree with the proposed resolutions.
Company Law — Notice Requirements — Statutory Notice Period — Twenty-One Days
Section 136 of the Companies Act Cap 106 requires twenty-one days' notice in writing for company meetings. Section 137(a) mandates that notice be served on every member. Resolutions passed without notifying relevant members are null and void and render the outcome worthless.
Company Law — Articles of Association — Supremacy in Company Affairs
The Articles of Association constitute the supreme law when determining company affairs. Where the Articles provide for notice requirements, those requirements cannot be undermined by directors acting without compliance, regardless of whether they believe other directors would disagree with proposed resolutions.
Administrative Law — Registrar of Companies — Jurisdiction — Rectification of Register
The Registrar of Companies has statutory jurisdiction to rectify a company's register and expunge documents that are misleading, inaccurate, contain errors, are illegally or wrongfully obtained, or which a court has ordered to be expunged, pursuant to Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016.
Administrative Law — Registrar of Companies — Jurisdiction — Limits on Remedial Powers
The Registrar of Companies cannot grant remedies that fall outside statutory jurisdiction. An order of the Registrar cannot defeat ongoing court proceedings as that would amount to contempt of court. Resolutions initiating court proceedings cannot be expunged where doing so would alter the status quo in pending litigation.

Legislation cited (9)

Cases cited (5)

  • Fang Min v Uganda Hui Neng Mining Limited and 5 Others (High Court Civil Suit No. 318 of 2016)
  • 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)
  • Geraldine Ssali Busuulwa v National Social Security Fund and 2 Others (High Court Miscellaneous Application No. 0116 of 2016)
  • People Vs Kurz 35 Mich App. 643, 656 (1971)

Full judgment

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Joy Tindiwegi v Julia Tigeita Munubi and Another (Application Cause No. 45582 of 2025) [2025] UGRSB 24 (16 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.