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Siira Lugoloobi Kiwana v Kiwana Estates Limited and Others (Company Application No. 54064 of 2025)

Tribunal · [2026] UGRSB 7 · 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 company register and declaration of unlawful removal as shareholder
Decision
Application granted; company register ordered rectified to restore Applicant as shareholder with 456 shares; all documents wrongfully filed to effect removal expunged from register

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that the Applicant became a shareholder of Kiwana Estates Limited through a valid allotment of shares in 1974, as evidenced by a return of allotment form filed at the Companies Registry. The Applicant's removal from the company register through amendments to the Memorandum and Articles of Association in 2008 and subsequent years was unlawful, as no recognized legal procedure for removal of a shareholder was followed. The Registrar ordered rectification of the company register to restore the Applicant's shareholding and expunged all documents wrongfully filed to effect his removal.

Outcome

Application granted; company register ordered rectified to restore Applicant as shareholder with 456 shares; all documents wrongfully filed to effect removal expunged from register

Facts

Kiwana Estates Limited was incorporated in 1974 as a private company limited by shares. The Applicant was allotted 24 shares in 1974, later adjusted to 456 shares following a capital increase. In 2025, the Applicant discovered through a company search that amendments to the company's Memorandum and Articles of Association had been filed in 2008 and subsequently, removing him as a shareholder without his knowledge or consent. The Respondents contended that the Applicant had received company properties (a house at Muyenga and a farm at Kisimu) in exchange for his shares and had therefore relinquished his shareholding. The Applicant denied ever forfeiting, surrendering, or transferring his shares and challenged the legality of all amendments and resolutions filed after 2008.

Issues

  1. Whether the Applicant is a member/shareholder of the first Respondent Company?
  2. Whether the Applicant was unlawfully and illegally removed as a shareholder in the first Respondent Company?
  3. What remedies are available to the parties?

Orders

  • The amended Memorandum and Articles of Association dated 12th December 2008 and registered on 3rd February 2009 be expunged from the register for having been wrongfully filed.
  • The amended Memorandum and Articles of Association dated 15th February 2024 and registered on 29th February 2024 be expunged from the register for having been wrongfully filed.
  • The amended Memorandum and Articles of Association dated 10th June 2024 and registered on 28th June 2024 be expunged from the register for having been wrongfully filed.
  • The previous shareholding structure as established before 3rd February 2009 shall be restored as the official shareholding structure of the Company, consistent with the return of allotment dated 2nd June 1994.
  • The legitimate shareholders are Mrs. Kiwana Margaret Ndibalekera with 1,121 shares, Nabasirye Maria Rhoda with 456 shares, Nkabiddwa Janet Edith with 456 shares, Lugoloobi Sira with 456 shares, Nabwami Esther with 437 shares, Nakasi Babirye Veronica with 437 shares and Mbekeka Nakato Sarah with 437 shares.
  • The company has a share capital of 4,000,000 Ug shs divided into 4,000 ordinary shares of 1,000 Ug shs each, with 3,800 shares duly allotted and 200 shares unallotted.
  • Company form 8 dated 08th December 2009 appointing directors be expunged for having been wrongfully filed.
  • Company form 8 dated 22nd January 2010 appointing directors be expunged for having been wrongfully filed.
  • Company form 20 filed on 30th April 2025 appointing directors and secretary be expunged from the register for having been wrongfully filed.
  • The ordinary resolution passed on 27th March 2025 and filed on 30th April 2025 appointing directors and secretary be expunged for having been wrongfully filed.
  • The board resolution passed on 10th June 2024 and filed on 28th June 2024 issuing shares to the Respondents be expunged for having been wrongfully filed.
  • The special resolution passed on 15th February 2024 and filed on 29th February 2024 issuing shares to the Respondents be expunged for having been wrongfully filed.
  • The special resolution dated 12th December 2008 and filed on 3rd February 2009 issuing shares to the Respondents be expunged for having been wrongfully filed.
  • Each party shall bear its own costs.

Rules and key headnotes

Company Law — Membership — Acquisition of Membership — Allotment of Shares
A person becomes a member of a company either by being a subscriber to the Memorandum of Association at incorporation or by acquiring shares after incorporation through allotment, with membership arising upon entry of the person's name in the return of allotment filed at the Companies Registry.
Company Law — Evidence of Membership — Return of Allotment and Annual Returns
A return of allotment is a recognized basis upon which an allottee may be regarded as a member of a company, and the inclusion of an individual's name in annual returns substantiates a membership claim, though annual returns are not definitive evidence but indicate inclusion in the company register.
Company Law — Shares — Distinction Between Allotment and Transfer
Allotment of shares is the process by which a company accepts an offer to take shares and finds someone willing to become a shareholder, whereas transfer of shares involves an existing shareholder agreeing to transfer shares to another party through a written instrument in accordance with the company's Articles of Association.
Company Law — Removal of Shareholders — Recognized Legal Modes
A shareholder may cease to hold shares in a company only through recognized legal modes: transfer of shares by written instrument, transmission by operation of law upon death or bankruptcy, forfeiture for non-payment after proper notice, or voluntary surrender by agreement. Amendment of the Memorandum and Articles of Association to omit a shareholder's name is not a recognized mode of removing a shareholder.
Company Law — Register Rectification — Powers of Registrar
The Registrar of Companies has statutory power under Regulation 8 of the Companies (Powers of the Registrar) Regulations to expunge from the register any information or document that is misleading, inaccurate, issued in error, contains entries made in error, contains illegal endorsements, or is illegally or wrongfully obtained.
Company Law — Burden of Proof — Alleged Relinquishment of Shares
Where respondents allege that a shareholder relinquished shares in exchange for property, they bear the burden of producing documentary evidence such as an agreement, memorandum of understanding, shareholders' agreement, resolution of forfeiture, or surrender deed to prove the alleged relinquishment. Mere assertion without supporting evidence is insufficient.
Company Law — Directors — Appointment — Member Participation
Where a company's Articles of Association provide that directors are to be appointed at the Annual General Meeting of members, the appointment of directors without the involvement of a validly registered member violates the Articles of Association, and resolutions and documents appointing directors in such circumstances are wrongfully registered and should be expunged.

Legislation cited (11)

Cases cited (9)

  • Mohammed Alibhai v Bugerere Properties Limited
  • Olive Kigongo v Mosa Courts Apartments (High Court Company Cause No. 01 of 2015)
  • Matthew Rukikaire v Incafex Limited (Supreme Court Civil Appeal No. 03 of 2015)
  • Lutaaya vs. Gandesha [1986] HCB 46
  • Re Florence Land and Public Works Company (1885) L.R.29 Ch. D 421
  • Barry Mpeirwe v Alsaco International Ltd (High Court Civil Suit No. 440 of 2014)
  • Greenhalgh V Mallard and Others [1943] 2 AllER 234
  • Olanya James v Ociti Tom and Others (Civil Appeal No. 0064 of 2017)
  • Elder v Elder & Watson Ltd [1952] SC 49

Full judgment

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Siira Lugoloobi Kiwana v Kiwana Estates Limited and Others (Company Application No. 54064 of 2025) [2026] UGRSB 7 (26 February 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.