Wakilii

Niwagaba Willy Kanyamanzi v Eng. Dr. Bernard Kariko-Buhwezi and Geco Warehousing Ltd. (Petition No. 38087 of 2024)

Tribunal · [2025] UGRSB 33 · 2025 Petition Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition against oppression under Companies Act s.243 and Companies (Powers of the Registrar) Regulations SI No. 71 of 2016
Decision
Petition granted; impugned resolution declared null and void and expunged from the register; petitioner's membership status restored

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that the petitioner was a duly recognized member of the company by virtue of subscribing to the Memorandum and Articles of Association at incorporation, regardless of whether he paid for his shares. The purported shareholders' meeting of 7 June 2021 and the resolution forfeiting the petitioner's shares were declared null and void for failure to comply with notice and quorum requirements under the Companies Act and the company's Articles. The resolution was ordered expunged from the register.

Outcome

Petition granted; impugned resolution declared null and void and expunged from the register; petitioner's membership status restored

Facts

The petitioner was a subscriber to the Memorandum and Articles of Association of Geco Warehousing Ltd. at incorporation in 2007, holding 30% shares. On 7 June 2021, a shareholders' resolution was allegedly passed and filed with URSB on 8 June 2021, purporting to forfeit the petitioner's shares to the company. The petitioner contended he was in Kabale at the time of the alleged meeting and never attended or signed the resolution. He claimed the resolution was forged by the first respondent to unlawfully take his shares. The first respondent argued that the petitioner had never paid for his shares or contributed to the company, and that the late Eng. John Eric Mugyenzi had engaged the petitioner to forfeit his shares. The first respondent claimed the meeting occurred virtually and that the late Mugyenzi prepared the resolution. No minutes or notice of the meeting were produced.

Issues

  1. Whether the Petitioner is a member of the company with locus standi to file this Petition?
  2. Whether the resolution forfeiting the Petitioner's shares to the Company was validly passed?
  3. What remedies are available to the parties?

Orders

  • The convening of the alleged meeting on 7th June 2021 by the Respondents and the purported Ordinary Resolution forfeiting the Petitioner's shares to the Second Respondent declared null and void for having been irregularly passed.
  • The Ordinary Resolution dated 7th June 2021 and registered on 8th June 2021 purporting to forfeit the Petitioner's shares to the Second Respondent expunged from the register for having been wrongfully passed.
  • No order as to costs.

Rules and key headnotes

Company Law — Membership — Subscribers to Memorandum — Effect of Non-Payment for Shares
A subscriber to a company's Memorandum and Articles of Association at incorporation becomes a member of the company under section 45 of the Companies Act Cap. 106, and the absence of evidence that the member paid for shares does not negate membership, provided there is proof that he subscribed for the shares at incorporation.
Company Law — Forfeiture of Shares — Procedure — Call on Unpaid Shares
Where a company seeks to forfeit shares on the ground that a member has not paid for them, the proper procedure is to make a formal call on the member for unpaid shares in accordance with the company's Articles of Association; only upon failure to honor such a call can the shares be deemed forfeited in accordance with the applicable Articles.
Company Law — General Meetings — Notice and Quorum — Validity of Resolutions
A general meeting of a company cannot validly transact business unless all members entitled to attend have been duly notified and a quorum is present at the time the meeting proceeds to business; resolutions passed at meetings held without proper notice to all members are null and void, regardless of whether a quorum was technically present.
Company Law — Minutes of Meetings — Evidentiary Value — Burden of Proof
Section 148 of the Companies Act Cap. 106 requires companies to maintain accurate minutes of all proceedings at general meetings, which serve as prima facie evidence of the proceedings and create a legal presumption that meetings were duly held and convened; in the absence of such minutes or formal records, the burden shifts to the party asserting that a meeting occurred to provide credible evidence.
Company Law — Forfeiture of Shares — Procedure — Board Resolution versus Member Resolution
A forfeiture of shares must be implemented by a Board Resolution, not by a member's resolution; a company's decision to proceed through a member's resolution for forfeiture is erroneous and procedurally defective.
Company Law — Registrar of Companies — Powers — Rectification of Register
The Registrar of Companies has statutory power under Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016 to expunge from the register any information or document that is misleading, inaccurate, issued in error, contains an entry made in error, contains an illegal endorsement, or is illegally or wrongfully obtained.

Legislation cited (11)

Cases cited (6)

  • 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)
  • Oryem David v Omory Phillip (High Court Civil Suit No. 100 of 2018)
  • Dima Enterprises Poro v Inyani Godfrey (Civil Appeal No. 17 of 2016)
  • 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)

Full judgment

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

Niwagaba Willy Kanyamanzi v Eng. Dr. Bernard Kariko-Buhwezi and Geco Warehousing Ltd. (Petition No. 38087 of 2024) [2025] UGRSB 33 (20 November 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.