Wakilii

Kanyesigye Asaph v Kamanya David Magaga and Others (Company Application 11835 of 2026)

Tribunal · [2026] UGRSB 37 · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for rectification of the companies register and expungement of documents filed following alleged forgery and fraudulent transfer of shares
Decision
All contested documents and subsequent filings based on the fraudulent special resolution of 25th September 2025 expunged from the companies register; applicant's status as member, director and company secretary restored

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The tribunal found that the applicant's signature on the contested special resolution and share transfer instrument was forged. The resolution purporting to transfer the applicant's shares to the fourth respondent and remove him as director and company secretary was passed without proper notice, without the applicant's participation, and bore a fabricated signature as established by forensic analysis. The tribunal held the contested documents and all subsequent filings based on them were invalidly executed and must be expunged from the companies register.

Outcome

All contested documents and subsequent filings based on the fraudulent special resolution of 25th September 2025 expunged from the companies register; applicant's status as member, director and company secretary restored

Facts

The applicant, a founding member, shareholder, director and secretary of Base 7 International Aviation Academy Limited, discovered in October 2025 that a special resolution dated 23rd September 2025 had been filed purporting to transfer his 20 shares to the fourth respondent and remove him from all his positions in the company. The resolution bore his purported signature. The applicant denied signing the resolution, attending any meeting on that date, or consenting to the transfer. He presented forensic analysis from the Government Analytical Laboratory demonstrating his signature was forged, and MTN call data records showing he was not at the company premises on the date of the purported meeting. The respondents maintained the applicant was present at the company premises and voluntarily executed the contested documents, but produced no meeting minutes, notice of the meeting, or special notice of director removal as required by the Companies Act.

Issues

  1. Whether the contested documents, namely the special resolution and share transfer instrument filed on 25th September 2025, were validly executed, filed and registered pursuant to the Company's Articles of Association and the Companies Act Cap 106.
  2. What remedies are available to the parties?

Orders

  • Special resolution filed on 25th September 2025 authorising the transfer of shares from Kanyesigye Asaph to Mugabi Charles and cessation of Kanyesigye Asaph as director, shareholder and company secretary expunged from the register.
  • Transfer of share stock instrument filed on 25th September 2025 providing for transfer of 20 ordinary shares from Kanyesigye Asaph to Mugabi Charles expunged from the register.
  • Company Form 20 dated 25th September 2025 reflecting Mugabi Charles as director and company secretary expunged from the register.
  • Company Form 20 dated 28th October 2025 reflecting Mugabi Charles as director and Kyakunzire Alex as company secretary expunged from the register.
  • Board resolution filed 5th November 2025 reflecting allotment of 30 unallotted shares expunged from the register.
  • Special resolution filed 5th November 2025 requiring amendment of the Company's Memorandum and Articles to reflect new shareholding distribution expunged from the register.
  • Return of allotment form dated 05th November 2025 allotting the 30 unallotted shares expunged from the register.
  • Amended Memorandum and Articles of Association dated 05th November 2025 reflecting new shareholding following allotment of 30 unallotted shares expunged from the register.
  • Board resolution filed 26th February 2026 authorising transfer of shares from Jeremiah Aronda Mugabi and Alex Kyakunzire to Hamster Business Solutions Limited expunged from the register.
  • Board resolution filed 26th February 2026 authorising amendment of Memorandum and Articles to reflect new shareholding composition expunged from the register.
  • Amended Memorandum and Articles of Association dated 26th February 2026 reflecting new members expunged from the register.
  • Board resolution filed 31st March 2026 amending bank account mandate by removing Kanyesigye Asaph and appointing Mugabi Charles as signatory expunged from the register.
  • Board resolution filed 10th April 2026 authorising opening of bank accounts with Housing Finance Bank and appointing signatories expunged from the register.
  • No order as to costs.

Rules and key headnotes

Removal of Directors — Special Notice Requirement
Directors in a private company limited by shares may be removed by shareholders through an ordinary resolution, but their removal is subject to the mandatory issuance of special notice to the director, and the director must be entitled to be heard on the resolution.
General Meetings — Notice Requirements
General meetings of a company must be called by twenty-one days' notice in writing, and failure to issue such notice renders resolutions purportedly passed at the meeting invalid.
Company Minutes — Evidentiary Value and Presumption
Companies are required to maintain accurate minutes of all proceedings at general meetings and directors' meetings which serve as prima facie evidence of the proceedings and create a legal presumption that meetings were duly held and convened, placing the burden on anyone challenging a resolution to provide credible evidence to rebut it.
Expert Evidence — Forensic Document Examination — Weight
An expert is not a witness of fact and expert evidence is only advisory; a tribunal will not act on the opinion of an expert unless the facts upon which the opinion is based are proved in evidence.
Registrar of Companies — Power to Rectify Register
The Registrar of Companies has power to rectify and update the register to ensure accuracy and may expunge from the register any information or document which is misleading, inaccurate, issued in error, contains an entry or endorsement made in error, contains an illegal endorsement, or is illegally or wrongfully obtained.
Forgery — Establishment through Forensic Analysis and Corroborative Evidence
Where forensic analysis demonstrates that a signature was not authored by the purported signatory and is corroborated by other evidence such as call data records showing the purported signatory was not present at the location of execution, the tribunal may find that the signature was fabricated and the document bearing it is invalid.
Share Transfer — Validity Where Based on Invalid Resolution
A share transfer instrument and related filings based on an invalidly passed resolution and bearing a forged signature are themselves invalid and subject to expungement from the companies register.

Legislation cited (8)

Cases cited (3)

  • Kirima Ltd and 4 Others v Dr Hamlet Kabushenga (High Court Civil Suit No. 0018 of 2022)
  • Iwa Richard Okeny v Obol George Okot (Miscellaneous Application No. 063 of 2012)
  • Makula International Ltd v His Eminence Cardinal Nsubuga and Another (1982) HCB 11

Full judgment

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

Kanyesigye Asaph v Kamanya David Magaga and Others (Company Application 11835 of 2026) [2026] UGRSB 37 (6 July 2026)
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.