Wakilii

Tumwesigye v Asiimwe Another (Petition Cause 21783 of 2023)

Tribunal · [2023] UGRSB 14 · 2023 Petition 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 register under the Companies (Powers of the Registrar) Regulations, 2016, seeking cancellation of allegedly fraudulent revocation of powers of attorney
Decision
Petition granted. Fraudulent resolution and powers of attorney expunged from the register. Petitioner's original powers of attorney reinstated.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar held that a petition verified on oath with accompanying evidence satisfies the evidentiary requirements of Section 288 of the Companies Act and does not require a separate statutory declaration. The powers of attorney granted to the petitioner were unlawfully revoked through a defective special resolution that was not passed in accordance with the Companies Act and bore a forged signature. The resolution and subsequent powers of attorney in favour of the first respondent were expunged from the register and the petitioner's original powers of attorney were reinstated.

Outcome

Petition granted. Fraudulent resolution and powers of attorney expunged from the register. Petitioner's original powers of attorney reinstated.

Facts

On 20 August 2021, the petitioner was granted powers of attorney by Taifa Partners Limited to represent the company during a bidding process for a contract with Uganda Prisons Service. The petitioner signed the contract on 21 February 2022. In August 2022, the petitioner was denied access to the company offices and the contract site and was informed his powers of attorney had been revoked. A company resolution dated 15 July 2022 purported to revoke the petitioner's powers and appoint the first respondent as the new attorney. The resolution bore the signature of Okello Charles, the company secretary. Okello Charles denied signing the resolution or attending any meeting. A forensic handwriting report confirmed the signature was forged. The petitioner sought rectification of the register and reinstatement of his powers of attorney.

Issues

  1. Whether the petition was procedurally irregular for lack of a statutory declaration as required by Section 288 of the Companies Act 2012.
  2. Whether the powers of attorney registered on 31 August 2021 under Instrument No. G210831-4678 in favour of the petitioner were illegally revoked.
  3. What remedies are available to the petitioner.

Orders

  • Preliminary objection overruled.
  • Special Resolution dated 15 July 2022 and registered on 20 July 2022 expunged from the register.
  • Powers of Attorney registered on 20 July 2022 under Instrument No. G220720-6077 in favour of the first respondent expunged from the register and rendered of no legal effect.
  • Powers of Attorney registered on 31 August 2021 under Instrument No. G210831-4681 in favour of the petitioner reinstated.
  • Each party to bear its own costs.

Rules and key headnotes

Company Law — Evidence in Proceedings Before the Registrar — Statutory Declarations — Petition Verified on Oath
A petition brought before the Registrar of Companies that is verified on oath and accompanied by all supporting evidence satisfies the evidentiary requirements of Section 288 of the Companies Act 2012 and does not require a separate statutory declaration from the petitioner. The requirement for statutory declarations applies where a petition or complaint is not made under oath or is filed without accompanying evidence.
Company Law — Special Resolutions — Requirements for Validity — Section 148 Companies Act
A special resolution under Section 148 of the Companies Act 2012 must be passed by a majority of not less than three-fourths of members voting at a general meeting of which proper notice has been given. A resolution titled as a special resolution but purportedly passed at a board meeting is prima facie defective and not a proper special resolution as envisaged under the Companies Act.
Company Law — Powers of Attorney — Revocation — Procedural Requirements
Powers of attorney granted by a company can only be lawfully revoked through a properly convened meeting of the board of directors or shareholders with proper notice, attendance, and minutes. The absence of evidence of a duly convened meeting, notice of the meeting, and minutes signed by attendees leads to the conclusion that the revocation was unlawful.
Evidence — Expert Evidence — Handwriting Analysis — Weight and Binding Nature
Expert evidence, including handwriting analysis, is not binding on the tribunal and must be considered alongside all other evidence. The tribunal may reject expert opinion if it is not soundly based or is inconclusive. However, expert evidence may corroborate other evidence such as statutory declarations from the person whose signature is disputed.
Administrative Law — Registrar of Companies — Powers of Rectification — Illegal Endorsements
The Registrar of Companies has power under Regulations 8 and 9 of the Companies (Powers of the Registrar) Regulations, 2016 to rectify the register where an endorsement has been illegally obtained. The Registrar must not withhold action on matters of illegality brought to his or her notice, as failure to act would ratify the illegality.
Company Law — Forgery — Remedy — Rectification of Register
Where a party alleges that powers of attorney registered in the company register were procured by forgery, the proper remedy is to lodge a complaint for rectification of the register under Regulations 8 and 9 of the Companies (Powers of the Registrar) Regulations, 2016, backed by evidence of the illegal endorsement. A party cannot unilaterally revoke allegedly forged powers of attorney without following proper procedures.

Legislation cited (10)

  • Companies Act No.1 of 2012 s.148
  • Companies Act No.1 of 2012 s.288
  • Companies Act No.1 of 2012 s.289
  • Companies (Powers of the Registrar) Regulations, 2016 reg.3(f)
  • Companies (Powers of the Registrar) Regulations, 2016 reg.3(i)
  • Companies (Powers of the Registrar) Regulations, 2016 reg.8
  • Companies (Powers of the Registrar) Regulations, 2016 reg.8(e)
  • Companies (Powers of the Registrar) Regulations, 2016 reg.8(f)
  • Companies (Powers of the Registrar) Regulations, 2016 reg.9
  • Evidence Act s.43

Cases cited (4)

  • Makula International v Cardinal Wamala Nsubuga and Another [1982] HCB
  • Luitingh Lafras & Another v Special Services Ltd (High Court Company Cause No. 11 of 2019)
  • Bryan Xsabo Strategy Consultants (Uganda) Limited & Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)
  • Uganda v Mugerwa James (Criminal Appeal No. 124 of 2022)

Full judgment

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Tumwesigye v Asiimwe Another (Petition Cause 21783 of 2023) 2023 UGRSB 14 (11 August 2023)
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.