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Peninah Kensheeka and Another v Bob Katende Mitchel and Mitch Mining Co Ltd [2025] UGRSB 14

Tribunal · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies for rectification of the company register under the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016
Decision
All impugned company documents expunged from the register; rightful shareholding and directorship restored to petitioners

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that share transfer forms, special resolutions, and amendments to the memorandum and articles of association registered without the knowledge or consent of the petitioners, and without proper notice, minutes, or execution by the transferor, constituted illegal endorsements. The Registrar ordered expungement of all impugned documents from the company register, including the share transfer instrument, resolutions altering shareholding and directorship, amended constitutional documents, and a resolution purporting to sell company land.

Outcome

All impugned company documents expunged from the register; rightful shareholding and directorship restored to petitioners

Facts

Mitch Mining Co Ltd was incorporated on 24 January 2020 with two founding shareholders: Peninah Kensheeka (25 shares) and Bob Katende Mitchel (25 shares). In November 2021, the shareholding was altered to Kensheeka 75 shares and Katende 25 shares. In December 2021, Katende transferred his 25 shares to Rwabukuru Benon Asiimwe and ceased to be a director and shareholder. The petitioners later discovered that in December 2022, a special resolution had been registered purportedly transferring all of Kensheeka's 75 shares to Katende, removing her as director, and amending the company's constitutional documents. The petitioners contended they never signed any documents, received notice of any meeting, or consented to these changes. In December 2023, a further resolution was registered purporting to sell the company's land. The petitioners alleged that their signatures were fabricated and sought expungement of all impugned documents.

Issues

  1. Whether the company documents altering the company ownership and directorship were legal endorsements.
  2. What remedies are available to the parties.

Orders

  • The special resolution dated 15th November 2022 and registered on 06th December 2022 which transfers all the first petitioner's 75 shares to the first respondent and provides for amendment of the company's memorandum and articles of association be expunged.
  • Transfer of shares instrument registered on 06th December 2022 transferring the first petitioner's 75 shares to the first respondent together with the share valuation certificate be expunged.
  • Amended memorandum and articles of association registered on 06th December 2022, altering the share subscription to reflect Katende Bob Mitchel 75 shares and Benon Rwabukuru 25 shares be expunged.
  • The ordinary resolution registered on 06th December 2022 removing the first petitioner as director/secretary and appointing the first respondent as director/secretary be expunged.
  • The form 20 registered on 06th December 2022 altering the directorship of the company be expunged.
  • The extra ordinary resolution filed and registered on 20th December 2023 selling off the company's land comprised in Freehold register, volume HQT371 Folio 19, Singo County, Mubende District measuring 412.6090 Hectares to the first respondent, Baryamujura Moses Matsiko and Ssenkusu Edward be expunged.
  • No order as to costs.

Rules and key headnotes

Company Law — Share Transfers — Requirement for Proper Execution
A transfer of shares is not lawful unless a proper instrument of transfer has been delivered to the company, and the instrument must be executed by the transferor in accordance with the company's articles of association.
Company Law — Share Transfers — Notice Requirements Under Articles
Where a company's articles of association require a transferor to give written notice to other parties before transferring shares, the absence of such notice supports a finding that the transfer instrument was not executed by the transferor and constitutes an illegal endorsement.
Company Law — Special Resolutions — Notice and Voting Requirements
A special resolution requires a majority of not less than three-fourths of members entitled to vote at a general meeting of which notice specifying the intention to propose the resolution has been duly given. A resolution passed without notice to members and without their participation is invalid.
Company Law — Company Minutes — Evidentiary Requirement
A company must cause minutes of all proceedings of general meetings and meetings of directors to be entered in books kept for that purpose. The absence of minutes and attendance records to support an alleged meeting supports a finding that the meeting did not occur and that resolutions purportedly passed at that meeting are invalid.
Company Law — Amendment of Memorandum — Member Consent
An amendment to a company's memorandum requires a resolution passed by holders of not less than fifteen percent in nominal value of the company's issued share capital. Where members holding one hundred percent of shares did not authorize the amendment, the amendment constitutes an illegal endorsement.
Administrative Law — Registrar of Companies — Power to Rectify Register
The Registrar of Companies has power to expunge from the register any information or document that is misleading, inaccurate, issued in error, contains an illegal endorsement, or is illegally or wrongfully obtained, in order to ensure that the register is accurate.

Legislation cited (12)

Cases cited (4)

Full judgment

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Peninah Kensheeka and Another v Bob Katende Mitchel and Mitch Mining Co Ltd 2025 UGRSB 14 (12 June 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.