Wakilii

Nakasi Dorcus v Nawoova Betty and Others (Miscellaneous Application 1524 of 2025)

High Court · [2026] UGHCLD 212 · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by chamber summons arising from Civil Suit No. 353 of 2025 seeking dismissal of the main suit on grounds of lack of locus standi and legal capacity
Decision
Main suit HCCS No. 0353 of 2025 dismissed for lack of locus standi and legal capacity

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that a company struck off the Companies Register for failure to file annual returns and not properly restored lacks legal capacity to institute or maintain proceedings. Where restoration is sought more than twelve months after striking off, only a court order can restore the company; administrative data updates alone are insufficient. A shareholder of a non-existent company cannot exercise shareholder rights or bring suit on behalf of that company. The main suit was dismissed for lack of locus standi and legal capacity.

Outcome

Main suit HCCS No. 0353 of 2025 dismissed for lack of locus standi and legal capacity

Facts

The Applicant purchased land from the 2nd Respondent (Hilltop Academy Limited), a company with two shareholders. After the purchase, the Applicant processed titles and transferred them into her name. The 1st Respondent, a 50% shareholder in the 2nd Respondent company, filed Civil Suit No. 353 of 2025 seeking to declare the Applicant a trespasser and obtain vacant possession. The 2nd Respondent company had been struck off the Companies Register in 2018 for failure to file annual returns for five consecutive years since 2013. In 2025, the 1st Respondent attempted to restore the company through administrative data updates on the Online Business Registration System. The Applicant challenged the main suit on grounds that the 2nd Respondent lacked legal capacity and the 1st Respondent lacked locus standi to bring the action.

Issues

  1. Whether the Application is competently before court?
  2. Whether the 3rd Respondent's affidavit is admissible evidence for purposes of this Application?
  3. Whether the 2nd Respondent can competently maintain the suit as the Plaintiff in HCCS No 0353 of 2025?
  4. Whether the 1st Respondent has locus to commence HCCS No.353 of 2025 and can competently maintain the action in her name as one of the Plaintiffs or in the names of the 2nd Respondent as the other Plaintiff?
  5. What remedies are available to the parties?

Orders

  • The preliminary objection raised by the 1st Respondent is hereby overruled and the Affidavit in Reply sworn by Marion Tugumusirize is maintained as evidence on the court record.
  • The 1st Respondent has no locus standi to institute HCCS No 0353 of 2025 against the 1st Defendant/the Applicant.
  • The 2nd Respondent has no legal status to institute and maintain HCCS No 0353 of 2025 against the 1st Defendant/the Applicant.
  • The Plaintiffs' suit, HCCS No. 0353 of 2025 is barred in law for lack of locus standi and is hereby dismissed.
  • The 1st Respondent shall pay the costs of this Application to the Applicant.

Rules and key headnotes

Preliminary Objections — Competence and Scope
A preliminary objection consists of a point of law which has been pleaded or which arises by clear implication out of pleadings and which if argued as a preliminary point may dispose of the suit. It must be grounded on commonly accepted facts as pleaded by both parties and cannot be raised if any fact has to be ascertained through evidence.
Evidence — Affidavits — Competence of Deponent
Competency to swear an affidavit is pegged to the deponent's ability to depose to the facts of the case on account of personal knowledge. Sufficient knowledge of the facts supersedes formal authorisation to depone an affidavit in cases where the matter is not a representative suit. A registration officer from the Uganda Registration Services Bureau is a competent witness to depose to facts concerning a company's registration status.
Striking Off and Restoration — Time Limits and Procedure
A company struck off the Companies Register may apply for administrative restoration within twelve months from the date it was struck off. After the twelve-month period elapses, restoration can only be obtained by court order. The restoration process requires a written application stating grounds, publication of notice of intention to reinstate in the Gazette for thirty days, and formal reinstatement by the Registrar. Administrative data updates alone do not constitute restoration.
Legal Capacity — Effect of Striking Off
A company struck off the Companies Register ceases to exist as a legal person and is unable to carry out any legal functions of a company, including instituting or maintaining legal proceedings. The company's legal status must be operational at the time of filing suit and during the course of maintaining it. A company that has not been properly restored to the Register lacks legal capacity to sue.
Shareholder Rights — Locus Standi to Sue on Behalf of Company
A shareholder's right to bring suit on behalf of a company is tied to the existence of the company. Where a company has been struck off the Register and not properly restored, a shareholder cannot exercise shareholder rights over the non-existent company and has no locus standi to institute or maintain proceedings on behalf of that company, even as the sole surviving shareholder.

Legislation cited (22)

Cases cited (24)

  • Mukisa Biscuits Manufacturing Co. Ltd v West End Distributors Ltd
  • Fakrudin Vallibhai Kapasi and Another v KDLB and Another (High Court Civil Suit No. 570 of 2015)
  • Crane Bank Ltd (In receivership) v Sudhir Ruparelia and Another (Court of Appeal Civil Appeal No. 252 of 2019)
  • Nana Korkor Ntim V Stephanie Ansaa Opere SCA. No.14/64/2022
  • Yaya Farajallah v Obur Ronald &3 others CA. No. 2018
  • Roofings Ltd and Another v Roko Construction Company (Cause No. 6 of 2020)
  • Lukwajju v Mucunguzi (Miscellaneous Application No. 862 of 2011)
  • Bank One Limited v Simbamanyo Estates Ltd (High Court Miscellaneous Application No. 645 of 2020)
  • Makula International Limited v His Eminence Cardinal Nsubuga and Another (Supreme Court Civil Appeal No. 4 of 1981)
  • Kaingana John v. Boubon Dabo [1986] HCB 59
  • Makerere University v St Mark Education Institute and Others (High Court Civil Suit No. 378 of 1993)
  • Taremwa Kamishani and Others v Attorney General (High Court Miscellaneous Application No. 38 of 2012)
  • Edrisa Mutaasa and Others v IGG, Lyantonde District Administration and Another (High Court Miscellaneous Cause No. 6 of 2010)
  • Kaheru Yasin and Another v Zinorumuri David (High Court Miscellaneous Application No. 82 of 2017)
  • Ssenyimba Vincent and Two Others v Birikade Peter and Another (High Court Miscellaneous Application No. 378 of 2018)
  • Sarick Construction v Child of Africa Ltd and Another (High Court Miscellaneous Application No. 4 of 2023)
  • Ndawula Ronald v Hira Traders Ltd (High Court Miscellaneous Application No. 2159 of 2024)
  • Crown Converters Ltd v Stanbic Bank (U) Ltd (High Court Miscellaneous Application No. 303 of 2023)
  • Bank of Africa (U) Limited and Haile Benteyehun v Perfect Roses Farm Limited (Miscellaneous Application No. 1556 of 2025)
  • Imelda G Basudde Nalongo v Tereza Mwewulize and Another (High Court Miscellaneous Application No. 402 of 2023)
  • Byrne v Mayur Muljibhai Madhivani & 3 Ors HCT-030-CVS-CS-009-2022
  • Dahaw (Private) Limited & Anor-versus- l4rilldale limited & Others Ref Case No. HC 254/22
  • Dima Dominic Porp v Inyani Godfrey and Another (High Court Civil Appeal No. 77 of 2016)
  • David Nahurira v Baguma Cyprian Begumanya and 2 Others (Civil Suit No. 393 of 2014)

Full judgment

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Nakasi Dorcus v Nawoova Betty and Others (Miscellaneous Application 1524 of 2025) [2026] UGHCLD 212 (12 June 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.