Wakilii

Mukama Tanzi Frank v Mbaziira Ali Bashir and Another (Petition Cause No. 33184 of 2025)

Tribunal · [2025] UGRSB 31 · 2025 Petition Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to rectify company register under Section 243(1) of the Companies Act and Regulation 26 of the Companies (Powers of the Registrar) Regulations
Decision
Petition granted; company register rectified by expunging all documents relating to the irregular removal of the petitioner as director and transfer of his shares

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Assistant Registrar held that the special resolution and transfer forms removing the petitioner as company director and transferring his shares were invalid. The petitioner did not execute the transfer instruments, received no notice of the meeting, and no minutes existed to prove the meeting occurred. The removal violated Section 191 of the Companies Act which requires special notice and a hearing. All impugned documents were expunged as illegal endorsements under Regulation 8 of the Companies (Powers of the Registrar) Regulations.

Outcome

Petition granted; company register rectified by expunging all documents relating to the irregular removal of the petitioner as director and transfer of his shares

Facts

On 26 June 2025, a special resolution appointed Mukama Tanzi Frank as director of Danilex Surveyors and Contractors Limited and transferred 20 shares to him (11 from Kiberu Michael Mickey, 9 from Mbaziira Ali Bashir). On 18 August 2025, another special resolution purportedly removed Frank as director and transferred his 20 shares back to the respondents. Transfer forms and a new Form 20 were filed reflecting these changes. Frank's signature appeared on the August documents, but he denied signing them and claimed he received no notice of any meeting, did not attend any meeting, and never authorized the transfer or his removal. The respondents were served with summons on 21 September 2025 but failed to enter appearance or file any response.

Issues

  1. Whether the impugned documents removing the petitioner as director and transferring his shares were validly passed.
  2. What remedies are available to the parties.

Orders

  • The Special Resolution dated 18th August 2025 and registered on 21st August 2025 removing the Petitioner as a Company Director and transferring his shares be expunged for being misleading, inaccurate and containing an illegal endorsement wrongfully obtained.
  • The Board resolution dated 16th October 2025 and registered on the 20th of October 2025 removing the Petitioner and Margaret Mary Mbire as signatories to a Company Bank Account in Equity Bank Uganda Limited be expunged as the same was illegally/wrongfully obtained.
  • The transfer form transferring nine (9) shares from the Petitioner to Mbaziira Ali Bashir and the transfer form transferring eleven (11) shares from the Petitioner to Kiberu Michael Mickey be expunged for being misleading, inaccurate and containing an illegal endorsement wrongfully obtained.
  • Particulars of Directors and Secretary form (form 20) registered on 21st August 2025 be expunged for being misleading, inaccurate and containing an illegal endorsement wrongfully obtained.
  • The Memorandum and Articles of Association registered on 21st August 2025 be expunged for being misleading, inaccurate and containing an illegal endorsement wrongfully obtained.
  • No order as to costs.

Rules and key headnotes

Company Law — Share Transfer — Procedural Requirements — Notice to Directors
For a transfer of shares in a private limited liability company to be valid, the company's Articles of Association must be complied with, and where the Articles require the transferor to give written notice to the directors of the intention to transfer, failure to provide such notice renders the transfer procedurally irregular and invalid.
Company Law — Share Transfer — Instrument of Transfer — Execution by Transferor
Under Section 83 of the Companies Act Cap 106, a company may not lawfully register a transfer of shares unless a proper instrument of transfer has been delivered to the company, and the instrument must be executed by the transferor; a transfer form not actually signed or executed by the transferor constitutes an illegal endorsement and is invalid.
Company Law — Company Meetings — Minutes — Evidentiary Value
Section 148 of the Companies Act Cap 106 requires every company to keep minutes of all proceedings of general meetings and meetings of directors, and where a special resolution purports to have been passed at a meeting but no minutes or attendance records exist to prove the meeting occurred, the resolution is not supported by evidence and is invalid.
Company Law — Directors — Removal — Procedural Requirements
Under Section 191 of the Companies Act Cap 106, a company may remove a director by ordinary resolution, but special notice of the intended resolution must be given, a copy of the notice must be sent to the director concerned, and the director is entitled to be heard on the resolution at the meeting; removal without compliance with these procedural requirements is invalid.
Company Law — Registrar's Powers — Rectification of Register — Illegal Endorsements
Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 empowers the Registrar to expunge from the register any document that is misleading, inaccurate, contains an entry made in error, contains an illegal endorsement, or is illegally or wrongfully obtained, and documents derived from an unlawfully sanctioned resolution are themselves illegal endorsements subject to expungement.

Legislation cited (14)

Cases cited (5)

  • Barry Mpeirwe v Alsaco International Ltd (HCCS No. 440 of 2014)
  • Greenhalgh v Mallard and Others [1943] 2 All ER 234
  • Peoples Insurance Company Ltd V C.R.E Wood and Co 1 & Ors [1961]
  • Jack Wavamuno v Kai Anderson and Others (HCCS No. 33 of 1996)
  • Kirima and 4 Others v Kabushenga (Civil Suit No. 18 of 2022)

Full judgment

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

Mukama Tanzi Frank v Mbaziira Ali Bashir and Another (Petition Cause No. 33184 of 2025) [2025] UGRSB 31 (31 October 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.