Wakilii

Ushanga Limited v Registrar of Companies and Another (Miscellaneous Cause No. 32 of 2025)

High Court · [2025] UGCOMMC 319 · 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 compel shareholder to provide identification for company update and to prevent striking off the company register
Decision
Application granted; 2nd Respondent ordered removed from company register; Applicant directed to convene meeting and file documents for company update within 30 days

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that where a person denies consenting to membership in a company and does not object to removal, the court has power under Section 121 of the Companies Act to order rectification of the register of members to remove that person's name, enabling the company to complete its statutory update obligations and avoid being struck off the register.

Outcome

Application granted; 2nd Respondent ordered removed from company register; Applicant directed to convene meeting and file documents for company update within 30 days

Facts

Ushanga Limited, a company incorporated in 1983, last updated its company details in 2018. The 2nd Respondent, Samuel Ssensalo, was admitted as a shareholder by resolution filed on 4 March 2019, holding one share. The company was unable to complete subsequent updates because the 2nd Respondent refused to provide his National Identification Card, which is required by the Registrar for the update process. On 14 August 2023, the Registrar struck the company off the register for failure to file annual returns for five consecutive years. The company was later reinstated but advised to complete the update process. The 2nd Respondent denied consenting to membership, claimed he never paid for shares, derived no benefit from the company, and did not object to being removed from the register. The Applicant sought court orders to compel provision of identification or alternatively to direct the Registrar to process the update without it, and to prevent the company being struck off again.

Issues

  1. Whether the Applicant has demonstrated sufficient cause to be granted the orders sought?
  2. What remedies are available to the parties?

Orders

  • The 1st Respondent is directed to remove the 2nd Respondent from the register of members of the Applicant.
  • The Applicant is directed to convene a meeting without the 2nd Respondent to organize and ensure the filing of the relevant documents, within thirty (30) days from the date of this Ruling, for the 1st Respondent to update the Company's register.
  • Each party shall bear its own costs of this application.

Rules and key headnotes

Company Law — Register of Members — Rectification — Power of Court
Under Section 121(1)(a) and (4) of the Companies Act, the court has power to order rectification of the register of members where a person's name is entered without sufficient cause, including where that person denies consenting to membership and does not object to removal.
Company Law — Annual Returns — Striking Off — Reinstatement
Under Section 130(6) of the Companies Act, where a company fails to comply with the requirement to file annual returns, the Registrar may by notice strike the company off the register. A company that has been struck off and subsequently reinstated must complete the data update process through the Online Business Registration System for approval by the Registrar.
Company Law — Membership — Requirements for Membership
Under Section 45(2) of the Companies Act, a person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company.

Legislation cited (18)

Cases cited (3)

  • Uganda Telecom Ltd v ZTE Corporation (Supreme Court Civil Appeal No. 3 of 2017)
  • Uganda Development Bank v Muganga Construction Co. Ltd [1981] HCB 35
  • In the matter of an Application by Musisi Grivas (Company Cause No. 243 of 2023)

Full judgment

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

Ushanga Limited v Registrar of Companies and Another (Miscellaneous Cause No. 32 of 2025) [2025] UGCommC 319 (8 September 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.