Wakilii

Male v Registrar General & Another (Miscellaneous Cause 38 of 2023)

High Court · [2024] UGHC 568 · 2024 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Judicial review application seeking declarations, certiorari, prohibition and injunction against Registrar General's striking of 110,822 companies off the register
Decision
Application dismissed for failure to exhaust available administrative remedies

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court dismissed a judicial review application challenging the Registrar General's striking of 110,822 companies off the register for failure to file annual returns. The court held that although the applicant had sufficient interest as a director of one struck-off company, he failed to exhaust the available administrative remedy of applying for restoration under the Companies Regulations 2023 within the prescribed twelve-month period. Judicial review was held to be a remedy of last resort. The court further held that the Registrar General possessed independent statutory power under section 263 of the Companies Act to strike defunct companies off the register without obtaining a court order.

Outcome

Application dismissed for failure to exhaust available administrative remedies

Facts

On 20 March 2023, the Registrar General published a notice requiring all companies to file outstanding annual returns within sixty days, failing which those in default for five years or more would be struck off the register. On 30 August 2023, a public notice was issued striking 110,822 companies off the register, including Money Lenders Association of Uganda Limited and Money Lenders Union Limited. The applicant, Male H. Mabirizi K. Kiwanuka, claimed to be a promoter, member, and director of Money Lenders Association of Uganda Limited. That company was incorporated on 20 November 2017 and had not filed annual returns as required by sections 132 and 133 of the Companies Act 2012. The applicant did not apply for restoration under Regulation 42 of the Companies Regulations 2023, which permits restoration within twelve months of striking off. Instead, he brought this judicial review application seeking declarations that the Registrar's action was illegal and ultra vires, orders of certiorari and prohibition, and damages.

Issues

  1. Whether a supplementary affidavit filed out of time without leave of court should be admitted in judicial review proceedings.
  2. Whether the application meets the grounds for judicial review and is amenable to that procedure.
  3. Whether the applicant has locus standi to institute judicial review proceedings on behalf of Money Lenders Association of Uganda Limited.
  4. Whether the Registrar General's striking of companies off the register without a court order was illegal, procedurally improper, irrational and ultra vires.
  5. Whether the applicant exhausted available remedies before seeking judicial review.

Orders

  • Application dismissed.
  • Costs awarded to the Respondents.

Rules and key headnotes

Judicial Review — Exhaustion of Remedies — Remedy of Last Resort
Parties unsatisfied with an administrative decision must exhaust all adequate administrative processes available before applying for judicial review. Judicial review remains a remedy of last resort.
Locus Standi — Sufficient Interest — Director of Struck-Off Company
A person who is a director of a company that has been struck off the register has sufficient interest to bring judicial review proceedings challenging the striking off, notwithstanding that he ceased to be secretary of the company prior to the striking off.
Striking Off — Statutory Power — No Court Order Required
The Registrar of Companies possesses independent statutory power under section 263 of the Companies Act to strike defunct companies off the register for failure to file annual returns without resorting to court or obtaining a court order.
Restoration after Striking Off — Companies Regulations 2023
A company struck off the register may apply to the Registrar for restoration within twelve months from the date it was struck off, where it shows readiness to comply with the Act, was carrying on business at the time of striking off, or the directors or shareholders were under a disability.

Legislation cited (23)

Cases cited (3)

  • AXA General Insurance Ltd v Lord Advocate [2011] UKSC 46
  • Viaguard Accu-metrics Laboratory v Standards Council of Canada (Fed CA, 2023)
  • Misc. Cause No. 356 of 2018

Full judgment

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

Male v Registrar General & Another (Miscellaneous Cause 38 of 2023) [2024] UGHC 568 (3 July 2024)
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.