Wakilii

Nakabugo Beatrice v Ssemwogerere Godfrey and Others (Company Petition Cause No. 44562 of 2024)

Tribunal · [2025] UGRSB 17 · 2025 Petition Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies under Section 243 of the Companies Act Cap 106 alleging oppressive conduct in the management of a company limited by guarantee
Decision
Petition granted. Three company resolutions expunged from the register. Status quo ante restored. The two legitimate members may pass further resolutions to regulate the company's affairs.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that board resolutions removing directors and appointing new directors were null and void because they were passed by the board rather than by members as required by the Companies Act and the company's articles of association. A special resolution disposing of company land was similarly void as it was signed by persons who were not validly appointed directors and did not meet the statutory quorum. The petitioner remained a member of the company as a founding subscriber, and the conduct of excluding her from meetings and disposing of company assets without her involvement constituted oppression under Section 243 of the Companies Act.

Outcome

Petition granted. Three company resolutions expunged from the register. Status quo ante restored. The two legitimate members may pass further resolutions to regulate the company's affairs.

Facts

Elim Pentecostal Church Ltd was incorporated in 1986 as a company limited by guarantee with five founding members, of whom only Nakabugo Beatrice (the petitioner) and Godfrey Ssemwogerere (first respondent) remain alive. In 2013, a board resolution purported to remove the petitioner from the board and appoint three new directors including the second and third respondents. In 2014, another board resolution appointed a fourth director and removed another member. In 2022, a special resolution purported to sell the company's land. The petitioner alleged these resolutions were passed irregularly and contrary to the company's articles of association, which required directors to be appointed and removed by members at a general meeting, not by the board. The respondents contended the petitioner had been removed from membership due to misconduct and allegiance to a rival church group, and that all resolutions were validly passed.

Issues

  1. Whether the various company resolutions were passed lawfully?
  2. Whether the affairs of Elim Pentecostal Church are being conducted in a manner oppressive to the Petitioner?
  3. What remedies are available to the parties?

Orders

  • The board resolution dated 28th January 2013 appointing Kefa Ssekayizzi, Jimmy Kizito and David Ssemyalo as directors and removing Nakabugo Beatrice from the Board of directors be expunged.
  • The board resolution dated 10th May 2014 appointing Edith Katabalwa to the board and removing Jamine Muwayi Luke from the Board of directors be expunged.
  • The special resolution dated 09th November 2022 that resolved to sell off the company land comprised in LRV 3010 Folio 3, Plot No. 5, Sebei Lane, Nakawa at Kampala District be expunged.
  • The status quo in terms of membership and directorship that existed prior to the passage of the aforementioned resolutions be maintained.
  • The two existing members including the petitioner, Nakabugo Beatrice and the first respondent Godfrey Ssemwogerere, who are the legitimate existing members of the company, can pass further resolutions for purposes of regulating the future conduct of affairs in this company.
  • No order as to costs.

Rules and key headnotes

Company Law — Directors — Removal and Appointment — Authority to Remove Directors
Under Section 191(1) of the Companies Act Cap 106, a company may remove a director by ordinary resolution of members, not by board resolution. Resolutions passed by persons devoid of authority to do so are null and void.
Company Law — Resolutions — Special Resolutions — Quorum Requirements
A special resolution under Section 144 of the Companies Act Cap 106 must be passed by not less than three-fourths of members entitled to vote. A resolution signed by persons who are not validly appointed members or directors, or which fails to meet the statutory quorum, is null and void.
Company Law — Membership — Definition and Acquisition of Membership
Under Section 45 of the Companies Act Cap 106, a person becomes a member of a company either by being a subscriber to the memorandum at incorporation or by agreeing to become a member after incorporation and being entered in the register of members. A founding subscriber remains a member unless membership is terminated by a valid resolution and the register is amended accordingly.
Company Law — Member Oppression — Standing to Petition
Under Section 243(1) of the Companies Act Cap 106, only a member of a company may petition the Registrar of Companies for relief on grounds of oppressive conduct. A founding subscriber who has not been validly removed from membership retains standing to bring such a petition.
Company Law — Member Oppression — What Constitutes Oppressive Conduct
For conduct to be deemed oppressive under Section 243 of the Companies Act, it must affect a member in their capacity as a member of the company. Omission to invite a member to meetings and disposal of company assets without the member's involvement constitute oppressive conduct.
Administrative Law — Registrar of Companies — Powers to Rectify Register
Under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016, the Registrar of Companies has power to expunge from the register any information or document that is misleading, inaccurate, contains illegal endorsements, or was wrongfully obtained.
Statutory Interpretation — Pleadings — Citing Wrong Provision
Citing a wrong law or not citing any law at all is not fatal to an application provided the jurisdiction to grant the relief exists. The irregularity or omission can be ignored and the correct law inserted.

Legislation cited (9)

Cases cited (5)

  • Fang Min v Uganda Hui Neng Mining Limited and 5 Others (High Court Civil Suit No. 318 of 2016)
  • Seremba Mark v Isanga Emmanuel and 3 Others (Companies Cause No. 27 of 2004)
  • Abundant Life Faith Church of Uganda and Grivas Musisi v Ochieng Peter and 6 Others (Miscellaneous Application No. 0376 of 2023)
  • Olive Kigongo v Mosa Courts Apartment Ltd (Company Cause No. 01 of 2015)
  • Mathew Rukikaire v Incafex (U) Ltd (Civil Appeal No. 03 of 2015)

Full judgment

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

Nakabugo Beatrice v Ssemwogerere Godfrey and Others (Company Petition Cause No. 44562 of 2024) [2025] UGRSB 17 (9 July 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.