Wakilii

Samuel Muhanguzi and Others v Manzi Kananura Winston and Others (Application No. 301025 of 2025)

Tribunal · [2026] UGRSB 2 · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to the Registrar of Companies for rectification of the company register under the Companies (Powers of the Registrar) Regulations
Decision
Application granted. All impugned resolutions and filings expunged from the register. Membership and directorship of the company restored to the position before the irregular filings.

Observed later treatment

No later-treatment classification is recorded for this judgment.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

The Registrar held that resolutions altering the membership and directorship of GS1 Uganda Limited were null and void. The resolutions were passed without proper notice to the applicant directors, without valid meetings, and by persons lacking authority under the company's Articles of Association. The use of copied and pasted signatures without documented consent could not be sanctioned. All impugned resolutions and filings were ordered expunged from the register.

Outcome

Application granted. All impugned resolutions and filings expunged from the register. Membership and directorship of the company restored to the position before the irregular filings.

Facts

GS1 Uganda Limited was incorporated on 30 May 2019 as a company limited by guarantee. The First, Second, and Third Applicants and the First to Third Respondents were the initial subscribers and members. The First, Second, and Third Applicants and the First Respondent were the initial directors, with the Second Applicant as Company Secretary. In February 2025, the Respondents filed a series of resolutions purporting to alter the company's membership and directorship, remove the Second Applicant as Company Secretary, amend the Memorandum and Articles of Association, and open bank and mobile money accounts. The Applicants alleged these actions were taken without their knowledge or consent, without proper notice or meetings, and that their signatures were copied and pasted onto the resolutions. The Respondents claimed the actions were necessitated by GS1 Global membership requirements and were done in good faith, arguing that urgency justified copying signatures to avoid missing deadlines.

Issues

  1. Whether the impugned documents were validly passed?
  2. What remedies are available to the parties?

Orders

  • The Special Resolution registered on 25th February 2025, purporting to alter the membership and directorship of GS1 Uganda Limited, is declared null and void and ordered to be expunged from the register for containing an illegal endorsement.
  • The Special Resolution registered on 26th February 2025, purporting to amend the Memorandum and Articles of Association of GS1 Uganda Limited, is declared null and void and ordered to be expunged from the register for containing an illegal endorsement.
  • The Board Resolution registered on 28th February 2025, purporting to open Bank accounts in DFCU Bank and appointing Manzi Kananura Winston, Ahimbisibwe Stanley, and Ebuk Jane as signatories, is declared null and void and ordered to be expunged from the register for containing an illegal endorsement.
  • The Board Resolution registered on 28th February 2025, opening Airtel Money accounts and MoMo Pay accounts, is declared null and void and ordered to be expunged from the register for containing an illegal endorsement.
  • Form 20 registered on 25th February 2025, removing the Second Applicant as Company Secretary, is ordered to be expunged for having been illegally endorsed and wrongfully obtained.
  • Form 18 registered on 25th February 2025, amending the registered address, is ordered to be expunged for having been illegally endorsed and wrongfully obtained.
  • The Amended Memorandum and Articles of Association registered on 26th February 2025 are ordered to be expunged for being misleading, inaccurate, illegally endorsed and wrongfully obtained.
  • The membership and directorship of GS1 Uganda Limited are restored to the position before the impugned documents were filed.
  • No order as to costs.

Rules and key headnotes

Company Law — Companies Limited by Guarantee — Admission of Members — Authority of Directors
In a company limited by guarantee that has adopted Table C Part II of the Companies Act, the authority to admit new members lies with the directors, and any decision to admit new members must emanate from a directors' meeting and be embodied in a resolution signed by the directors, not by the members.
Company Law — Directors' Meetings — Notice Requirement — Proof of Notice
While there is no required period of notice for directors' meetings, notice of directors' meetings must be given save where a director is absent from Uganda. Where a party alleges that notice was given, they bear the burden of producing evidence of such notice, and reliance on correspondence from meetings held years earlier does not constitute proof of notice for a current meeting.
Company Law — Minutes of Meetings — Evidentiary Value — Absence of Minutes
Directors are required to cause minutes to be made of all resolutions and proceedings at meetings of the company, directors, and committees of directors. Such minutes serve as prima facie evidence of the proceedings. In the absence of proof of notice and minutes, a meeting cannot be taken to have been duly held.
Company Law — Resolutions — Validity — Improper Convening of Meeting
Where a meeting has not been properly convened, all resolutions passed at that meeting are null and void. The question of quorum does not arise where notice was not properly furnished.
Company Law — Company Secretary — Removal — Authority
Under Table C Part II Regulation 57(2), a company secretary may be removed by the directors. A resolution effecting removal of a company secretary that is signed by members and not directors is defective and void.
Company Law — Resolutions — Signatures — Copying and Pasting Without Consent
The act of cutting and pasting signatures of members or directors into resolutions without the owners' prior documented consent cannot be sanctioned by the Registrar of Companies, whose primary responsibility is to maintain the integrity of the Register of Companies. Any member or director must explicitly authorize the use of their signature.
Administrative Law — Registrar of Companies — Jurisdiction — Statutory Limits
The Registrar of Companies' jurisdiction is purely statutory and is limited to hearing complaints by an oppressed member under section 243 of the Companies Act and rectifying the companies register under Regulation 8 of the Companies (Powers of the Registrar) Regulations. The Registrar lacks jurisdiction to determine questions of authorization, licensing, or entitlement to represent third parties.

Legislation cited (11)

Cases cited (2)

  • Seremba Mark v Isanga Emmanuel and 3 Others (Companies Cause No. 27 of 2004)
  • Fang Min v Uganda Hui Neng Mining Limited and 5 Others (HCCS No. 318 of 2016)

Full judgment

↓ Download PDF

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

Samuel Muhanguzi and Others v Manzi Kananura Winston and Others (Application No. 301025 of 2025) [2026] UGRSB 2 (28 January 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.