Wakilii

Speedbird Forex Bureau Limited (Company Cause No. 78 of 2024)

High Court · [2024] UGCOMMC 383 · 2024 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by company for rectification of register of members under Section 125(1)(b) of the Companies Act, 2012
Decision
Application granted. Company register ordered to be rectified to remove former shareholders whose membership ceased and to reflect current lawful members. Directors authorised to rectify all company records at the Companies Registry.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court has jurisdiction under Section 121 of the Companies Act to order rectification of a company register where entries have been made in error or documentation of share transfers is incomplete. Where former shareholders cannot be traced and current directors have operated the company without dispute, the Court will grant rectification to enable the company to continue its business operations and comply with regulatory requirements.

Outcome

Application granted. Company register ordered to be rectified to remove former shareholders whose membership ceased and to reflect current lawful members. Directors authorised to rectify all company records at the Companies Registry.

Facts

Speedbird Forex Bureau Limited was incorporated on 12 July 1990 with three original shareholders: George Michael Mukula Jr, Rodney Mukula Akongel, and George Michael Mukula, each holding one share. Over time, additional shares were allotted to other persons. According to the current URSB records, the shareholders included Barti Suresh Popat, Paul Ekochu, Ramesh Chotodbiny Masrani, and Suresh Progji Popat. These shareholders subsequently transferred their shares to Aegis Finance Company Limited, which transferred its shares to Irio Systems Limited, which in turn sold all its shares to Fortune Energy Limited on 7 January 2016. However, no transfer forms were on record to prove these transfers. In 2024, the Applicant applied for a data update at URSB but was queried for lack of documentary proof of share transfers dating back to incorporation. The Applicant attempted to trace former shareholders but was unable to retrieve the required documentation. The Applicant required rectification to obtain documents necessary to renew its operating licence from Bank of Uganda. The current directors—Flight Captain George Michael Mukula, Daphine Mugambwa, and Esther Yapkoreny—had been managing the company without dispute from former shareholders.

Issues

  1. Whether the Court has jurisdiction/powers to entertain an application for rectification of a company register under Section 121 of the Companies Act.
  2. What remedies are available to an applicant company seeking rectification of its register of members where documentary proof of share transfers is missing.

Orders

  • The Registrar of Companies rectifies the record of the Applicant Company to reflect the updated register of members which was attached to the affidavit in support of this application as annexure 'G'.
  • The Registrar of Companies approves the URSB data update application for the Applicant under tracking Number G2404270338.
  • The Applicant's Directors are hereby mandated to act as the Board of Directors of the Applicant for purposes of rectifying all the Applicant's records at the Companies Registry.
  • The Applicant shall bear its own costs of this application.

Rules and key headnotes

Company Law — Register of Members — Rectification — Jurisdiction of Court
The High Court has jurisdiction under Section 121 of the Companies Act to order rectification of a company register where the name of a person is wrongly entered or omitted, or where there is undue delay in entering changes to membership.
Company Law — Register of Members — Rectification — Grounds for Granting Order
The Court's power to order rectification of a company register is not restricted to cases where a person has been entered improperly, but extends to all cases where the register is incorrect because an entry has been omitted or made in error. It is sufficient to show that the register of members is incorrect.
Company Law — Register of Members — Missing Documentation of Share Transfers
Where documentary proof of share transfers is missing and former shareholders cannot be traced despite reasonable efforts, and where current directors have operated the company without dispute, the Court will grant rectification of the register to enable the company to carry on its business and comply with regulatory requirements.
Company Law — Court Intervention — Rationale
The Court will intervene to rectify a company register to allow the company to keep carrying on its business and ensure its smooth running that would otherwise be hindered by the absence of other members whose active presence is required by statute or whose documentation is incomplete.

Legislation cited (5)

Cases cited (7)

  • In the Matter of Uganda Baati Limited (Company Cause No. 23 of 2024)
  • In the Matter of Ecole Francaise De Kampala Limited (Company Cause No. 9 of 2002)
  • Kings Court Trust Limited and Others v Lancashire Cleaning Services Limited [2017] EWHC 1094 (CH)
  • In the Matter of Club D'Affaires De Kampala Limited (Company Cause No. 34 of 2023)
  • Kasiita Estates Ltd [1982] HCB 107
  • Musa Misango v Eria Musingure and Others [1966] EA 390
  • Samuel Gutu Macharia and 4 Others v Patrick G. Mwangi and 7 Others [2017] EKLR

Full judgment

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Speedbird Forex Bureau Limited (Company Cause No. 78 of 2024) [2024] UGCommC 383 (24 September 2024)
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.