Wakilii

Mukasa Peter Ssali and Others v Kiyemba Isaac and Another (Petition No. 31239 of 2025)

Tribunal · [2026] UGRSB 12 · 2026 Petition Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to Registrar of Companies challenging irregular filing of documents purporting to modify shareholding structure and appoint directors in a private company
Decision
Petition granted in part. Impugned documents expunged and register restored. Second and third Petitioners found to lack locus standi. No oppression found.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that the second and third Petitioners lacked locus standi as non-members to bring a petition under Section 243. The Registrar found that the contested resolutions and share transfer instruments were invalidly passed and improperly filed because the proper procedure for board approval under the company's Articles of Association was not followed, and no proper notice was given to existing shareholders. The conduct did not meet the threshold for oppression under Section 243, as it did not constitute a sustained pattern of conduct but rather isolated acts. All impugned documents were expunged from the register and the register was restored to reflect the original shareholding.

Outcome

Petition granted in part. Impugned documents expunged and register restored. Second and third Petitioners found to lack locus standi. No oppression found.

Facts

Booster Investments Limited was incorporated in 1996 with three subscribers: John Mukalazi Kamya (80 shares), Med Walukagga Kiyemba (15 shares), and Mukasa Peter Ssali (5 shares). After Med Walukagga Kiyemba's death, the company became dormant and was de-registered for non-compliance. The first Respondent, son of the late Med Walukagga Kiyemba, revived the company by paying outstanding annual returns. Subsequently, resolutions were filed purporting to transfer shares from the first Petitioner and John Mukalazi Kamya to the first Respondent, allot shares to the Respondents, appoint them as directors, and deal with company land. The first Petitioner alleged he never signed any of these documents and was never notified of any meetings. The second and third Petitioners claimed they had contributed to the acquisition of company property and were promised shares, but were not registered members. The Respondents argued that the second and third Petitioners were impersonating as directors and had been receiving rental income from company property.

Issues

  1. Whether the second and third Petitioners have locus to institute a Petition in respect to Booster Investments Limited pursuant to Section 243 of the Companies Act Cap 106?
  2. Whether the impugned documents were validly passed?
  3. Whether the conduct of the Respondents, in view of the acts complained of, constitutes oppression within the meaning of Section 243 of the Companies Act Cap 106?
  4. What remedies are available to the parties?

Orders

  • The conduct of the Respondents did not satisfy the consistent and sustained pattern of conduct required to meet the threshold for oppression under Section 243 of the Companies Act, Cap. 106.
  • The second and third Petitioners are not members of Booster Investments Limited and therefore have no locus standi to institute a Petition under Section 243 of the Companies Act Cap 106.
  • The special resolution dated 25th July 2024 and registered on 29th July 2024 purporting to allot shares to the Respondents and amend the Company's Memorandum and Articles of Association be expunged from the register for having been irregularly passed.
  • The special resolution dated and registered 10th September 2024 purporting to transfer shares in Booster Investments Limited to the Respondents and amend the Company's Memorandum and Articles of Association be expunged from the register for having been irregularly passed.
  • Transfer of share stock form registered on 10th September 2024 transferring 5 Ordinary shares from the first Petitioner to Kiyemba Issac be expunged for having been irregularly endorsed.
  • Transfer of share stock form registered on 10th September 2024 transferring 80 Ordinary shares from Kamya John Mukalazi to Kiyemba Issac be expunged for having been irregularly endorsed.
  • The Certificate of Transfer of Share Stock dated 10th September 2024, purporting to certify the transactions transferring 80 and 5 shares in Booster Investments Limited to the first Respondent is hereby declared null and void, and is to be expunged from the register for having been illegally endorsed.
  • The Board resolution dated 25th July 2024 and registered on 31st July 2024 in relation to the Company's land described as Block 111, Plot 525 land at Mawoto be expunged for being misleading and constituting an illegal endorsement.
  • The Board resolution dated 02nd November 2024 and registered on 03rd September 2024 dealing in the Company's land comprised in Kyagwe Block 111, Plot 525 land at Kiiwanga be expunged for being misleading and constituting an illegal endorsement.
  • A Board resolution dated 02nd November 2024 registered on 09th December 2024 dealing in Company land comprised in Kyagwe Block 111 Plot 525 land at Kiiwanga be expunged for being misleading and constituting an illegal endorsement.
  • The Board resolution dated 23rd July 2024 registered on 24th July 2024 appointing Kiyemba Isaac and Namuyiga Shamim as Company Directors and Kiyemba Isaac as Company Secretary be expunged for having been irregularly passed.
  • The Company form 20 (particulars of directors and secretary) dated 23rd July 2024 registered on 24th July 2024 be expunged for being misleading and constituting an illegal endorsement.
  • The Company form 18 (particulars of the registered office and the registered postal address) dated 18th July 2024 and registered on 19th July 2024 be expunged for being misleading and constituting an illegal endorsement.
  • The amended Memorandum and Articles of Association registered on 29th July 2024 be expunged for being misleading and constituting an illegal endorsement.
  • The amended Memorandum and Articles of Association registered on 10th September 2024 be expunged for being misleading and constituting an illegal endorsement.
  • That the Company register be restored to its original status before the impugned and illegal filings.
  • The register shall be rectified to reflect the legitimate shareholding status of the company as follows: John Mukalazi Kamya holds 80 shares, Med Walukagga Kiyemba holds 15 shares and Peter Mukasa Ssali holds 5 shares, as indicated in the subscription pages of the original Memorandum and Articles of Association.
  • The two living subscribers Peter Mukasa Ssali and John Mukalazi Kamya can pass further resolutions regulating the future conduct of affairs in this company including appointing a Board of Directors and filing a company address form (form 18).
  • The interests of the estate of the late Med Walukagga Kiyemba, an owner of 15 shares in the company shall be considered by the Company at all times.

Rules and key headnotes

Company Law — Locus Standi — Petitions Under Section 243 — Requirement of Membership
Only a member of a company has standing to petition the Registrar of Companies for relief under Section 243 of the Companies Act Cap 106 in respect of oppressive conduct. Membership is acquired by subscription at incorporation or by having one's name entered in the register of members after agreeing to become a member. Persons who are not subscribers and whose names are not entered in the register lack locus standi to bring such petitions, regardless of any informal agreements or contributions to the company.
Company Law — Share Transfers — Procedural Requirements — Board Approval
Where a company's Articles of Association require Board approval for share transfers, the transfer cannot be effected without a validly convened Board meeting and a resolution authorising the transfer. A special resolution of members purporting to effect a transfer without Board approval is invalid where the Articles vest the Board with discretion to approve or refuse transfers. Failure to follow the procedure prescribed by the Articles renders the transfer invalid.
Company Law — Circular Resolutions — Validity — Compliance with Articles of Association
Circular written resolutions must adhere to the company's Articles of Association and the procedural requirements of company law. Where the Articles require Board approval for specific transactions and formal meetings for certain decisions, circular resolutions that bypass these requirements are invalid. The Constitution of the company, as set out in its Articles of Association, governs the validity of company decisions.
Company Law — Company Meetings — Minutes — Evidentiary Value — Presumption of Validity
Minutes of company meetings, when properly kept, constitute prima facie evidence of the proceedings and create a legal presumption that the meetings were duly convened and held. In the absence of minutes or formal records demonstrating that alleged meetings took place, the presumption is that no such meetings occurred. The burden lies on the party asserting the validity of a resolution to produce evidence that the required meeting was properly convened and held.
Company Law — Pre-emption Rights — Right of First Refusal — Existing Shareholders
Where a company's Articles of Association provide that existing shareholders have priority to purchase shares before they are offered to outsiders (pre-emption or right of first refusal), a shareholder intending to transfer shares must first give written notice to the other shareholders. Failure to comply with pre-emption provisions renders the transfer invalid, as these provisions protect existing shareholders from unwanted dilution of their ownership interest.
Company Law — Member Oppression — Section 243 — Sustained Pattern of Conduct Required
To establish oppression under Section 243 of the Companies Act Cap 106, a petitioner must demonstrate a sustained and consistent pattern of conduct by those in control of the company that is harsh, wrongful, or carried out in bad faith, and which violates the member's legitimate expectations. Oppression requires more than a single unfair act or isolated instances of irregular conduct. The conduct must be sufficiently serious that, if left uncorrected, it would justify winding up the company on just and equitable grounds.
Company Law — Oppression versus Unfair Prejudice — Distinction — Burden of Proof
Oppression under Section 243 and unfairly prejudicial conduct under Section 244 of the Companies Act are distinct remedies with different standards of proof and different forums. Oppression under Section 243 requires conduct that is harsh, wrongful, and intentionally abusive, focuses on the state of mind of the wrongdoer, and is adjudicated by the Registrar of Companies. Unfairly prejudicial conduct under Section 244 concerns broader management issues that are unfair to members' interests, focuses on the effect of the conduct rather than intent, has a less rigorous burden of proof, and is adjudicated by the High Court.

Legislation cited (11)

Cases cited (17)

  • Dima Enterprises Poro v Inyani Godfrey (Civil Appeal No. 17 of 2016)
  • Olive Kigongo v Mosa Courts Apartments (High Court Company Cause No. 01 of 2015)
  • Mathew Rukikaire v Incafex (U) Ltd (Civil Appeal No. 3 of 2015)
  • Baku Raphael and Another v Attorney General (SCCA No. 1 of 2005)
  • National Medical Stores v Penguins Ltd (HCCS No. 29 of 2010)
  • Bryan Xsabo Strategy Consultants (Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)
  • Mayamba Micheal v Uganda Registration Services Bureau (Miscellaneous Cause No. 002 of 2022)
  • Sharp and Another v Buthelezi and Others (2024/088147) [2024] ZAGPJHC 908 (18 September 2024)
  • Ocora v Ocora and 3 Others (Miscellaneous Application No. 1336 of 2024)
  • Fang Min v Uganda Hui Neng Mining Ltd and Others (HCCS No. 318 of 2016)
  • Seremba Mark v Isanga Emmanuel and 3 Others (Companies Cause No. 27 of 2004)
  • Elder vs Elder & Watson Ltd. [1952] SC 49
  • Re: Five Minutes Car Wash Services Ltd. [1966] 1 ALL ER 242
  • Cliff Masagazi v Afriland First Bank Uganda Ltd (Company Cause No. 08 of 2020)
  • Edward Ssenteza and Another v Donnie Company Limited and Another (HCT-00-CV-CI-0005-2016)
  • Such v RW-LB Holdings Ltd (1993) 11 BLR (2d) Alta QB
  • Re Mason and Intercity Properties Ltd(1987) 59 OR (2d) 631 CA

Full judgment

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Mukasa Peter Ssali and Others v Kiyemba Isaac and Another (Petition No. 31239 of 2025) [2026] UGRSB 12 (13 March 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.