Wakilii

Mss Xsabo Power Ltd v Uganda Registration Services Bureau & Registrar General Official Receiver (Miscellaneous Cause 4 of 2024)

High Court · [2025] UGHC 550 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Judicial review application brought by motion under Sections 40 and 42 of the Judicature Act and the Judicature (Judicial Review) Rules against a decision by the Registrar General to recall a ruling issued by the Assistant Registrar of Companies and issue a second ruling
Decision
Application for judicial review granted with orders of certiorari, prohibition, mandamus, and permanent injunction issued. The second ruling by the Registrar General was declared null and void.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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.

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

Held: the Registrar General had no legal power under Section 258(4) of the Companies Act to recall a decision already delivered by an Assistant Registrar. The functus officio doctrine applied. The Assistant Registrar, having delivered his ruling on 8 November 2024, became functus officio. The second ruling issued by the Registrar General on 18 November 2024 while an injunctive court order maintaining the status quo was in force was illegal, irrational, and procedurally improper. Application for judicial review allowed.

Outcome

Application for judicial review granted with orders of certiorari, prohibition, mandamus, and permanent injunction issued. The second ruling by the Registrar General was declared null and void.

Facts

MSS Xsabo Power Ltd, a Ugandan company operating a 20MW solar power park, allotted 96 shares to Great Lakes Energy Company N.V. pursuant to investment and shareholder agreements. When Great Lakes failed to pay for the shares despite a call, MSS Xsabo forfeited and re-allotted them. Great Lakes challenged this via Company Petition No. 5 of 2020 before the Registrar of Companies. The Assistant Registrar, Solomon Muliisa, heard evidence by statutory declaration and submissions, and on 8 November 2024 dismissed Great Lakes' petition. On 12 November 2024, the Registrar General wrote to the parties recalling the Assistant Registrar's decision, stating a second decision would be issued. On 15 November 2024, MSS Xsabo obtained an administrative interim order maintaining the status quo until 18 November. On 18 November at 9:00am, the respondents consented to a further injunctive order until final determination. However, at 9:12am the same day, the Registrar General delivered a second ruling by email. On 19 November, the respondents informed the applicant they had enforced the second ruling despite the injunction. MSS Xsabo then brought this judicial review application.

Issues

  1. Whether the application is amenable for judicial review
  2. Whether this application raises grounds for judicial review
  3. What remedies are available to the parties

Orders

  • Declaration that on 8 November 2024, the Assistant Registrar of Companies (Muliisa Solomon) delivered a ruling in Company Petition No. 5 of 2020 that was effective and not subject to recall.
  • Order of certiorari issued quashing the decision by the 1st and 2nd Respondents dated 12 November 2024 recalling the ruling made by the Assistant Registrar of Companies on 8 November 2024 in Company Petition No. 5 of 2020.
  • Declaration that the 2nd ruling written by the 2nd respondent and delivered by email on 18 November 2024 at 09:12am during the pendency of this suit is null, void and ineffective.
  • Order of certiorari issued quashing the 2nd ruling written by the 2nd respondent and delivered by email on 18 November 2024 at 09:12am.
  • Order of certiorari issued quashing the alleged implementation of the orders in the 2nd ruling.
  • Order of prohibition issued barring the respondents from further implementation of the ruling and orders in the 2nd ruling.
  • Permanent injunction issued restraining the respondents from further implementation of the ruling and orders in the 2nd ruling.
  • Order of mandamus issued compelling the respondents to honour and register documents already submitted by the applicant and those that will be submitted thereafter.
  • Costs of this application to be paid by the respondents.

Rules and key headnotes

Judicial Review — Amenability — Availability of alternative remedies
An application for judicial review may be allowed even where an alternative remedy exists if the matter is challenged on grounds of ultra vires, fraud, ill will, bias, or other circumstances making it imperative that judicial review be undertaken.
Companies Act — Powers of the Registrar — Section 258(4) — Assistant Registrar's independence
Section 258(4) of the Companies Act empowers an Assistant Registrar to perform acts and discharge duties which the Registrar may lawfully do, with the full powers, privileges and authority of the Registrar. The provision does not confer on the Registrar General any power to recall or overrule a decision already delivered by an Assistant Registrar. The Assistant Registrar acts independently once assigned a duty and the Registrar General cannot revoke what the Assistant Registrar has lawfully done.
Functus Officio — Administrative tribunals — Recall of decisions
Once an administrative tribunal exercising quasi-judicial functions has rendered a final decision, it becomes functus officio and is barred from reopening, varying or retracting its decision. The doctrine applies to administrative decision-makers just as it applies to courts. Exceptions exist only for correction of drafting errors, correction of errors in manifesting the tribunal's express intention, or where specific statutory authority permits recall.
Grounds — Illegality — Decision made without jurisdiction
A decision-maker acts illegally and ultra vires when exercising powers outside the jurisdiction conferred by law. Where no statutory provision empowers a decision-maker to recall an already-delivered decision, any purported recall is illegal and subject to quashing by certiorari.
Grounds — Procedural impropriety — Breach of natural justice — Right to a fair hearing
Where an administrative body recalls a decision and issues a new ruling without giving the parties notice, an opportunity to appear, or to be heard afresh, the process violates the principles of natural justice. A fair hearing may be conducted through written representations but the parties must be given notice and a proper opportunity to respond. Delivering a ruling by email without prior notification to the parties constitutes procedural impropriety.
Injunctions — Breach of injunctive order — Effect of court orders
Where a court has issued an interim order maintaining the status quo and restraining a party from taking certain action, any action taken in breach of that order is illegal and of no effect. A decision delivered while an injunctive order is in force is null and void. The existence of a valid injunction binding on a party requires strict compliance regardless of internal administrative procedures.
Judicial Review — Burden of proof — Procedural compliance
Where a public body asserts that it recalled a decision on grounds that established internal procedures were breached, the burden lies on that body to adduce evidence of the procedures allegedly breached. A court cannot act on speculation in the absence of supporting evidence such as manuals, guidelines or circulars showing the procedural requirements in force.

Legislation cited (23)

Cases cited (28)

  • The Managing Director National Social Security Fund and Others v Uganda Telecom Limited (Court of Appeal Civil Appeal No. 76 of 2018)
  • Pastoli v Kabale District Local Government Council and Others [2008] 2 EA 300
  • Mukimbiri Ronald v Commissioner Land Registration & 4 others (H.C.M.S No. 6 of 2023)
  • Leads Insurance Limited v Insurance Regulatory Authority & Another (C.A.C.A No. 237 of 2015)
  • Housing Finance Company of Uganda Ltd v The Commissioner General Uganda Revenue Authority (HCT-00-CC-MA-0722 of 2005)
  • John Jet Tumwebaze v Makerere University Council & 2 Others (Miscellaneous Cause No. 353 of 2005)
  • DOTT Services Ltd v Attorney General (Miscellaneous Cause No. 125 of 2009)
  • Balondemu David v The Law Development Centre (Miscellaneous Cause No. 61 of 2016)
  • Major Rowland Kakooza Mutale v Balisigara Stephen (Court of Appeal consolidated Civil Application No. 121 and 277 of 2020)
  • John Imaniraguha v Uganda Revenue Authority (HCMA No. 2770 of 2023)
  • Water & Environment Media Network (U) Ltd and Others v National Environment Management Authority and Another (Consolidated Miscellaneous Cause No. 239 and 255 of 2020)
  • R v Lord President of the Privy Council, ex parte Page [1993] AC 682
  • Maruk Joshua v Attorney General (Consolidated Civil Appeal No. 148 and 149 of 2015)
  • AK.P.M Lutaaya v The Attorney General (Civil Reference No. 1 of 2007)
  • Bedwell v Wood (1877) 2 QBD 626
  • Kamundi v Republic [1973] 1 EA 540
  • Laemthong Rice Co Ltd v Principal Secretary Ministry of Finance [2002] 1 EA 119
  • East African Flans Ltd v Roger Allan Bickford Smith [1974] HCB 97
  • Lule Esawu v Yozamu Mugwanya [1978] HCB 98
  • Akoko Dofotia v Sepererino Olanya [1978] HCB 115
  • Oliver Namyeka and two others v Parliamentary Commission (C.A. Civil Appeal No. 59 of 2013)
  • Unnanse v Unnanse [1950] AC 561
  • Takhar v Gracefield Developments Limited and others [2019] 2 WLR 984
  • DJL v The Central Authority (2000) 201 CLR 226
  • Retail Motor Industry Organization v Minister of Water and Environmental Affairs 2014 (3) SA 251 (SCA)
  • Mondo Kagonyera v Attorney General & Another (HCT-00-CC-MC-010-2010)
  • R v Aston University Senate ex p Roffey [1969] 2 QB 558
  • R v Secretary of State for Health ex p Furneaux [1994] 2 All ER 652

Full judgment

↓ Download PDF

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

Mss Xsabo Power Ltd v Uganda Registration Services Bureau & Registrar General_ Official Receiver (Miscellaneous Cause 4 of 2024) [2025] UGHC 550 (15 J
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.