Wakilii

Juliet Masinde v Nasuuna Miriam and Others (Application Cause No. 71319 of 2025)

Tribunal · [2025] UGRSB 28 · 2025 Application Granted 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 granted; applicant's shareholding, directorship and company secretary position restored by expunging all impugned documents from the register

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the removal of a director and forfeiture of shares without proper notice, board resolution, or compliance with the company's Articles of Association and statutory requirements under the Companies Act s.191 renders such actions illegal and wrongfully obtained. The Registrar has power under Regulation 8(2) to expunge documents that are illegally or wrongfully obtained from the company register.

Outcome

Application granted; applicant's shareholding, directorship and company secretary position restored by expunging all impugned documents from the register

Facts

The applicant was an original subscriber, director and company secretary of Souvenir Travel and Safaris Limited, holding 20 shares. On 12 September 2022, a Special Resolution was registered purporting to forfeit the applicant's shares for non-payment and removing her as director and secretary. The forfeited shares were allotted to the first and second respondents. Amended memorandum and articles of association were also registered. The applicant contended she was never notified of any meeting, did not participate in or sign the resolution, and that no prior board resolution or notice calling on her to pay up shares was ever issued. The respondents failed to appear despite service by substituted service in the Daily Monitor.

Issues

  1. Whether the impugned documents removing the applicant as director, secretary and shareholder were validly passed?
  2. What remedies are available to the parties?

Orders

  • Special Resolution registered on 12th September 2022 wherein Masinde Juliet forfeited her twenty shares and was removed as director/secretary expunged for being illegally/wrongfully obtained.
  • Return of allotment (form 10) filed on 12th September 2022 expunged for being illegally/wrongfully obtained.
  • Particulars of directors and secretary (form 20) registered on 12th September 2022 expunged for being illegally/wrongfully obtained.
  • Amended memorandum and Articles of Association registered on 12th September 2022 removing the applicant as shareholder expunged for being illegally/wrongfully obtained.
  • No order as to costs.

Rules and key headnotes

Company Law — Forfeiture of Shares — Procedural Requirements
Before shares may be forfeited for non-payment, the company's Articles of Association must be strictly complied with, including the requirement that directors issue a call on unpaid shares with at least fourteen clear days' notice before forfeiture may be executed.
Company Law — Removal of Directors — Statutory Procedure
A company may remove a director by ordinary resolution under s.191 of the Companies Act Cap 106, but special notice must be given to the director concerned and the director is entitled to be heard at the meeting. This requirement is mandatory and failure to comply renders the removal illegal.
Company Law — Articles of Association — Supremacy in Company Affairs
The Articles of Association constitute the supreme law when determining company affairs, and any action taken in breach of the Articles is invalid.
Administrative Law — Registrar of Companies — Power to Rectify Register
The Registrar of Companies has power under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to expunge from the register any document that is misleading, inaccurate, issued in error, or illegally or wrongfully obtained.

Legislation cited (5)

  • Companies Act Cap 106 s.191
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 reg.3
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 reg.8
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 reg.9
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 reg.32

Cases cited (3)

  • 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)
  • Kirima Ltd and 4 Others v Dr Hamlet Kabushenga (HCCS No. 0018 of 2022)

Full judgment

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

Juliet Masinde v Nasuuna Miriam and Others (Application Cause No. 71319 of 2025) [2025] UGRSB 28 (22 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.