Wakilii

Lugeya Samuel & Anor v Uganda Commercial Bank Ltd (Miscellaneous Application No. 893 of 2004) (Miscellaneous Application No. 893 of 2004)

High Court · [2004] UGHC 57 · 2004 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Exparte application to set aside judgment and decree arising out of H.C.C.S. No. 1017 of 2000
Decision
Application to set aside judgment and decree dismissed on the ground that the underlying premise (that the defendant company was struck off the register) was founded on an illegal notice

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the Registrar of Companies acted illegally when issuing the notice to strike off Uganda Commercial Bank Ltd from the register, as the notice did not comply with Section 343(5) of the Companies Act, which requires a notice giving three months to show cause before striking off. The illegal notice could not provide an effective date for the striking off. Therefore, the defendant company had not been legally struck off when judgment was passed on 28th June 2004, and the judgment and decree were not a nullity. Application dismissed.

Outcome

Application to set aside judgment and decree dismissed on the ground that the underlying premise (that the defendant company was struck off the register) was founded on an illegal notice

Facts

The applicants were plaintiffs in H.C.C.S. No. 1017 of 2000 against Uganda Commercial Bank Ltd. The parties closed their cases by 24th April 2002. On 30th January 2004, General Notice No. 18 of 2004 was published in the gazette purporting to strike Uganda Commercial Bank Ltd off the register of companies with effect from the date of publication, pursuant to Section 343(5) of the Companies Act. Judgment in the main suit was passed on 28th June 2004. The applicants brought an exparte application seeking to set aside the judgment and decree on the ground that they were passed after the defendant had ceased to exist and were therefore a nullity.

Issues

  1. Whether the judgment and decree passed on 28th June 2004 were a nullity by reason of the defendant having been struck off the register of companies.
  2. Whether the notice published by the Registrar of Companies on 30th January 2004 was issued in accordance with the provisions of Section 343(5) of the Companies Act.

Orders

  • Application dismissed.
  • No order as to costs.

Rules and key headnotes

Company Law — Striking off Register — Compliance with Statutory Procedure — Companies Act Section 343(5)
Where a company is being wound up and the Registrar of Companies purports to strike it off the register under Section 343(5) of the Companies Act, the Registrar must publish a notice giving the company three months to show cause as required by Section 343(3). A notice that the company is struck off with immediate effect does not comply with the statutory procedure and is illegal and ineffective.
Civil Procedure — Judgments — Decree Against Dead Person — Nullity
A decree passed against a dead person without impleading his legal representatives is a nullity. Where a defendant dies before the suit is concluded and a decree is passed without bringing the legal representatives on record, the decree is incapable of execution.
Civil Procedure — Inherent Jurisdiction — Correction of Illegality
Illegality once brought to the attention of the court overrides all questions of pleading, including any admissions made in affidavits. The court can and should always step in to correct an illegality.
Company Law — Striking off Register — Effective Date
Where a notice to strike off a company from the register is issued illegally and contrary to statutory provisions, it cannot have the effect of providing an effective date for the striking off, and the company cannot be deemed to have been legally struck off on the date of publication of the illegal notice.

Legislation cited (9)

  • Civil Procedure Act s.98
  • Civil Procedure Rules O.21 r.1
  • Civil Procedure Rules O.21 r.4(1)
  • Civil Procedure Rules O.48 r.1
  • Civil Procedure Rules O.48 r.3
  • Companies Act Cap.110 s.343(3)
  • Companies Act Cap.110 s.343(5)
  • Companies Act Cap.110 s.343(6)
  • Companies Act Cap.110 s.344

Cases cited (2)

  • Ali Bin Khamis v Salim Bin Khamis Kirobe and 2 Others (1956) 23 EACA 195
  • Makula International Ltd v Cardinal Nsubuga and Another (1982) HCB 11 (CA)

Full judgment

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

Lugeya Samuel & Anor v Uganda Commercial Bank Ltd (Miscellaneous Application No. 893 of 2004) (Miscellaneous Application No. 893 of 2004) [2004] UGHC 57 (11 November 2004)
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.