Wakilii

Muyiyi Mukwana v Twine Collins and Another (Petition No. 24760 of 2025)

Tribunal · [2026] UGRSB 5 · 2026 Preliminary Objection Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies under Companies Act s.243 for rectification of company register and relief from oppression; ruling on preliminary objection challenging jurisdiction
Decision
Preliminary objection dismissed; matter to proceed to hearing on merits

Observed later treatment

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Holding

The Registrar of Companies has jurisdiction to hear a petition for rectification of the company register and relief from oppression under Companies Act s.243 even where parallel High Court proceedings exist, provided the causes of action, parties, and remedies sought are distinct. Regulation 4 of the Companies (Powers of the Registrar) Regulations does not bar the Registrar where the High Court matter concerns different subject matter. Preliminary objection overruled; petition to proceed on merits.

Outcome

Preliminary objection dismissed; matter to proceed to hearing on merits

Facts

The petitioner, a 40% shareholder and former director of Numbers Finance & Investments Limited, alleged that the first respondent (a director and shareholder) fraudulently filed company forms removing him from directorship without proper board resolutions or meetings. The petitioner sought rectification of the company register under Companies Act s.243. The first respondent raised a preliminary objection arguing the Registrar lacked jurisdiction because parallel High Court proceedings (Civil Suit No. 0417 of 2025) involving some of the same parties were pending. The High Court suit concerned mortgage enforcement and foreclosure claims against company property. The respondent contended the petitioner had never paid for his shares and had agreed to return them, though no transfer documents were registered with URSB.

Issues

  1. Whether the Registrar of Companies has statutory jurisdiction to hear and determine a Petition under the Companies Act notwithstanding alleged parallel civil proceedings in the High Court?
  2. What remedies are available to the parties?

Orders

  • Preliminary objection overruled.
  • Petition shall proceed and be decided on its merits.
  • No order as to costs.

Rules and key headnotes

Registrar of Companies — Jurisdiction — Concurrent proceedings
The Registrar of Companies retains jurisdiction to hear a petition for rectification of the company register and relief from oppression under Companies Act s.243 notwithstanding parallel High Court proceedings, where the causes of action, parties, and remedies sought in the two forums are distinct.
Registrar of Companies — Powers — Rectification of register
The Registrar of Companies possesses statutory jurisdiction under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to rectify a company's register and expunge documents that constitute an error, are misleading, inaccurate, or wrongfully obtained.
Jurisdiction — Statutory tribunals — Concurrent jurisdiction
Quasi-judicial proceedings before the Registrar of Companies and court proceedings can coexist where the causes of action are different, the remedies being sought are different, and the Registrar is operating within their jurisdictional limits, without constituting an abuse of process.
Preliminary objections — Regulation 4 Companies (Powers of the Registrar) Regulations
For a petition before the Registrar of Companies to be dismissed under Regulation 4 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 on grounds of pending court proceedings, the matter pending before court must be identical and similar to the matter before the Registrar, with the same parties and substantially the same issues directly in issue.
Oppression remedy — Locus standi — Membership
A member of a company whose name appears on the company register maintained by URSB has locus standi to petition the Registrar of Companies under Companies Act s.243 for relief from oppression, notwithstanding allegations by other shareholders that the member has not paid for shares or agreed to transfer them, where no formal transfer documents have been registered.

Legislation cited (6)

  • Companies Act Cap 106 s.243
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 4(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 4(2)(b)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 8(1)
  • Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 Regulation 32

Cases cited (8)

Full judgment

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Muyiyi Mukwana v Twine Collins and Another (Petition No. 24760 of 2025) [2026] UGRSB 5 (20 February 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.