Wakilii

Kababure v Besigye 2 Others [2025] UGRSB 8

Tribunal · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies under the Companies Act seeking rectification of the company register and expungement of allegedly forged documents
Decision
Application granted. Forged documents expunged from the company register. Applicant's original shareholding and directorship restored by operation of the expungement orders.

Observed later treatment

Treatment recorded in citing cases applied in 2 Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

Good law Followed in 0 cases and applied in 2 cases, with no adverse treatment recorded. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

The Registrar found that the applicant's signature on the resolution and share transfer forms registered on 4 May 2023 was forged. The signature exhibited significant variation from the applicant's genuine signature at incorporation, demonstrating deliberate mimicry. The forged documents purported to transfer the applicant's 40 shares and remove him as director without his knowledge or consent. The Registrar ordered expungement of the resolution, transfer forms, and Form 20 from the company register under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, which empowers the Registrar to remove documents containing illegal endorsements.

Outcome

Application granted. Forged documents expunged from the company register. Applicant's original shareholding and directorship restored by operation of the expungement orders.

Facts

Godral Secure Services Ltd was incorporated on 20 October 2021 with three shareholders: Kababure Gordon (40 shares), Besigye Alfred (40 shares), and Tumwine Drake (20 shares). All three were directors. In February 2023, the relationship between the applicant and the other two shareholders became strained. On 4 May 2023, a resolution, transfer forms, and Form 20 were registered at URSB purporting to transfer the applicant's 40 shares to the other shareholders (giving each 50 shares) and removing him as director. The applicant alleged these documents bore his forged signature and were registered without his knowledge or consent. The respondents claimed the applicant had agreed to transfer his shares after he allegedly stole company funds totalling UGX 5,100,000, and that as an active UPDF officer he was legally prohibited from owning shares in a security company. The respondents produced no evidence of the alleged theft or of any meeting where the share transfer was discussed.

Issues

  1. Whether the documents on file resulting into the alterations in the directorship and membership of the company were signed by the applicant.
  2. What remedies are available in the circumstances.

Orders

  • The resolution registered on 04th May 2023 transferring the applicant's shares and removing him as a company director be expunged from the register.
  • The transfer forms and valuation certificate registered on 04th May 2023 wherein the applicant transfers his shares be expunged from the register.
  • The form 20 registered on 04th May 2023 altering the directorship of the company be expunged from the register.
  • Each party shall bear its own costs.

Rules and key headnotes

Company Law — Share Transfers — Forgery of Shareholder Signature — Effect on Validity
Where a share transfer form and resolution purporting to transfer a shareholder's shares bear a forged signature of that shareholder, the transfer instrument and resolution are nullified and must be expunged from the company register.
Evidence — Documentary Evidence — Signature Comparison — Standard of Proof
A signature may be found to be forged on visual examination where it exhibits significant variation from the genuine signature, demonstrates deliberate pen stroke construction, and shows evidence of mimicry of the original signature, even without expert handwriting analysis.
Company Law — Share Transfers — Procedural Requirements — Notice to Members
Before a subscriber transfers shares, there must be a meeting of the company with proper notice given to members. The absence of minutes or notice of such a meeting corroborates a claim that a purported share transfer was executed without the shareholder's knowledge or consent.
Administrative Law — Registrar of Companies — Powers of Rectification — Expungement of Documents
Under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, the Registrar of Companies has power to expunge from the register any document that contains an illegal endorsement, including documents bearing forged signatures.
Company Law — Shareholders' Rights — Dividends and Payments — Proof Required
A shareholder claiming entitlement to regular monthly payments from a company must provide sufficient evidence of an agreement or company policy establishing such entitlement. Payments not designated as dividends and not included in the company's articles of association cannot be awarded without proof of agreement.

Legislation cited (4)

  • Companies Act Cap 106
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8(2)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 32

Cases cited (3)

  • Hari Steel And General Industries Ltd vs Daljit Singh AIR 2019 Supreme Court 4796, 2020
  • Bank Of India vs Yeturi Maredi Shanker Rao & Anr 1987 AIR 821
  • Re Windsor, 10 Cox 118

Cases citing this judgment (2)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Kababure v Besigye 2 Others 2025 UGRSB 8 (16 April 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.