Wakilii

Seventh Day Adventist Association of Uganda Ltd v Registrar General (Company Cause No. 16 of 2024)

High Court · [2025] UGCOMMC 288 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by Notice of Motion seeking orders to admit new members and remove current subscribers from company records
Decision
Application granted with directions for convening meeting, admitting new members, and filing necessary documents with Registrar of Companies

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that membership in a company is not automatic and requires compliance with statutory and constitutional procedures. Directors must convene a meeting and pass resolutions to admit or remove members. The court ordered the current directors to convene a meeting, pass resolutions admitting new members, register them in the company's register of members, and file the necessary documents with the Registrar of Companies. The Registrar shall effect changes only upon compliance with court orders and legal requirements.

Outcome

Application granted with directions for convening meeting, admitting new members, and filing necessary documents with Registrar of Companies

Facts

The Applicant company was incorporated in 1971 with nine original subscribers. The subscribers were registered as members by virtue of their offices but allegedly never held any general meeting for over 20 years. Most were reportedly deceased save for one who was in critical condition. Changes in directors were notified to the Registrar in 2013 and 2015, but changes in membership were never effected. The company amended its Memorandum and Articles of Association in 1987 but never filed the amendments with the Registrar. The current leadership sought orders to remove the original subscribers and admit new members, including the Executive President, Executive Secretary, and Executive Treasurer.

Issues

  1. Whether new members can be admitted into the Company.
  2. Whether the current subscribers can be removed from the Company record.

Orders

  • The current directors of the company are directed to convene a meeting and pass a resolution to admit the new members namely Pastor Ndimukika Moses Maka the President, and Pastor Bitamazire Nicholas Biriggwa the Executive Secretary, and such other persons as shall be members of the company.
  • The Applicant is directed to register and enter the said members in its register of members.
  • The Applicant shall submit the said register of its members to the Registrar of Companies with a resolution from the meeting to either add or remove members, together with all the necessary forms as required by law.
  • The Applicant is directed to register the amended Memorandum and Articles of Association, which was amended in a meeting held on 26th October 1987, with the Registrar of Companies.
  • The Registrar of Companies shall effect the desired changes in the membership of the Applicant company, upon the Applicant's compliance with the above orders of this Court.
  • Application allowed.
  • Each party shall bear its own costs.

Rules and key headnotes

Company Law — Membership — Admission and Removal — Procedural Requirements
Membership in a company is not automatic. Directors are required to convene a meeting and make a resolution to either admit or remove members in accordance with the Companies Act and the company's Articles of Association.
Company Law — Court Powers — Section 138 Companies Act — Power to Order Meeting
Where it is impracticable to call or conduct a meeting of a company in the manner prescribed by the articles or the Act, the court may order a meeting to be called, held and conducted in such manner as it thinks fit, and may give ancillary or consequential directions.
Company Law — Register of Members — Compliance Requirements
For membership changes to be valid, the company must register and enter new members in its register of members and submit the register to the Registrar of Companies with a resolution from the meeting and all necessary forms as required by law. Failure to do so renders the process invalid.
Company Law — Members — Definition under Section 45 Companies Act
Under section 45 of the Companies Act, a member of a company is defined as the subscribers, if any, who have agreed to become members of the company, and upon registration, shall be entered as members in its register of members.
Administrative Law — Registrar of Companies — Powers and Duties
The Registrar of Companies can only register new members and new changes in the company's administrative structure in accordance with the law or as may be directed by the Court. There is no automatic admission or removal of members or directors from the company register.

Legislation cited (7)

Cases cited (2)

Full judgment

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Seventh Day Adventist Association of Uganda Ltd v Registrar General (Company Cause No. 16 of 2024) [2025] UGCommC 288 (18 March 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.