Wakilii

Joyce Namirimo Tamale v Capital Solutions Limited (Company Cause No. 15 of 2019)

High Court · [2019] UGHCCD 299 · 2019 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the High Court for orders to convene a one-person company meeting under Companies Act 2012
Decision
Applicant permitted to convene one-person meeting to reorganise the company

Observed later treatment

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Holding

Where one of two directors and shareholders of a company died, leaving the surviving shareholder unable to achieve quorum for general or board meetings, the court held it was impracticable to call meetings in the ordinary manner. Under Companies Act section 142, the court ordered the applicant to hold an extra-ordinary general meeting to reorganise the company.

Outcome

Applicant permitted to convene one-person meeting to reorganise the company

Facts

Capital Solutions Limited had two directors and shareholders: Joyce Namirimo Tamale and Marren Akatsa. On 1 October 2017, Marren Akatsa died in Westland, Nairobi. Following her death, the company was unable to achieve quorum for general meetings or board meetings as only one shareholder remained. Company affairs stalled. The applicant sought court orders to permit her to call and hold a one-person meeting to reorganise the company and enable it to transact business.

Issues

  1. Whether the court should permit a sole remaining shareholder and director to hold a one-person meeting to reorganise a company where the other director and shareholder had died, rendering it impracticable to call meetings in the ordinary way.

Orders

  • Application granted.
  • The applicant is directed to hold an Extra General meeting for the purpose of re-organising the company.
  • The costs of this application are to be met by the company.

Rules and key headnotes

Company Law — Meetings — Power of Court to Order Meeting Where Impracticable to Call in Ordinary Manner
Where it is impracticable to call a meeting of a company in any manner prescribed by the articles or the Companies Act, the court may order a meeting be called, held and conducted in such manner as the court thinks fit.
Company Law — Quorum — Single Remaining Shareholder and Director Following Death of Co-Shareholder
Where a company has only two shareholders and directors and one dies, leaving the survivor unable to achieve quorum for general or board meetings, this constitutes impracticability within the meaning of Companies Act section 142 and the court may permit a one-person meeting.
Administrative Law — Judicial Discretion — Court Power to Grant Appropriate Remedies
Under Judicature Act section 33, the High Court may grant all remedies to which parties are entitled in respect of any legal or equitable claim properly brought, on such terms and conditions as the court thinks just, so that matters in controversy may be completely and finally determined.

Legislation cited (4)

Full judgment

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Joyce Namirimo Tamale v Capital Solutions Limited (Company Cause No. 15 of 2019) [2019] UGHCCD 299 (12 July 2019)
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.