Wakilii

Uzi v Kakooza 5 Others (Petition Cause 19375 of 2023)

Tribunal · [2024] UGRSB 1 · 2024 Petition Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Petition to the Registrar of Companies seeking rectification of company register and expungement of irregular resolutions and share transfers
Decision
Petition granted; company register rectified by expunging all irregular resolutions and share transfers; original shareholding and directorship structure restored

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar of Companies held that the Registrar has jurisdiction to rectify irregular entries on the company register under Regulation 8 of the Companies (Powers of the Registrar) Regulations, 2016. The petitioners had locus standi as shareholders and directors. All challenged resolutions—appointing directors and company secretary, winding up the company, authorizing sale of company land, and transferring shares—were declared null and void for failure to give proper notice to the petitioners as required by the Companies Act 2012. The Registrar ordered expungement of all irregular documents from the register and restoration of the original shareholding and directorship structure.

Outcome

Petition granted; company register rectified by expunging all irregular resolutions and share transfers; original shareholding and directorship structure restored

Facts

On 22 June 2015, Ubens International Limited (2nd petitioner) and Kakooza Rogers (1st respondent) incorporated Buziga Rise Properties Limited with 50:50 shareholding. On 9 September 2015, the 2nd petitioner transferred 1% of its shares to the 1st respondent, resulting in 49:51 shareholding. Subsequently, without notice to the 2nd petitioner, several resolutions were passed and registered: on 5 July 2017 appointing Amir Gross, Angella Gross as directors and Kasirye Byaruhanga & Co. Advocates as company secretary; on 3 May 2018 passing a special resolution to wind up the company; on 8 October 2019 authorizing sale of 94 plots of company land to Young Avraham Shim Shon; on 19 November 2019 appointing Shani Boaz as director; and an undated transfer of 26,000 shares from the 1st respondent to the 3rd respondent registered on 25 February 2020. Upon discovering these changes, the petitioners filed this petition on 1 June 2023 seeking rectification of the company register.

Issues

  1. Whether the Office of the Registrar of Companies is the appropriate forum to lodge this Petition or for this dispute to be raised?
  2. Whether the Petitioner has the capacity to bring this Petition?
  3. Whether Shani Boaz had the capacity to swear a statutory declaration on behalf of the 2nd, 3rd, 4th and 6th Respondents?
  4. Whether the appointment of Amir Gross and Angella Gross as directors of the Company was procedurally proper and lawful?
  5. Whether the appointment of Kasirye Byaruhanga & Co. Advocates as Company Secretary of Buziga Rise Properties Ltd was procedurally proper and lawful?
  6. Whether the Special Resolution dated 3rd May, 2018 for winding up of the Company was lawful?
  7. Whether the Board Resolution dated 8th October, 2019 authorizing the sale of 94 plots of Company land to a 3rd party was lawful?
  8. Whether the transfer of 26,000 shares from Kakooza Rogers to Angella Gross, without the knowledge and consent of Uzi Ben, and registered on the 25th of February 2020 was lawful?
  9. What are the remedies available to parties?

Orders

  • Resolution dated 05 July 2017 registered on 17 July 2017 is expunged from the register.
  • Form 20 dated 18 May 2017 appointing Amir Gross, Angella Gross as directors and Kasirye Byaruhanga & Co. Advocates as company secretary is expunged.
  • Undated share transfer where Roger Kakooza transferred 26,000 shares to Angella Mary Akola Gross is expunged.
  • Special Resolution dated 03 May 2018 is expunged.
  • Board Resolution dated 19 November 2019 registered on 19 December 2019 is expunged.
  • Undated Form 20 registered on 12 December 2019 is expunged.
  • Undated Board Resolution registered on 08 October 2019 selling and/or transferring land in Block 167 Kyadondo Wakiso District to Young Avraham Shimshon is expunged.
  • Correct shareholding declared as: Ubens International Limited 49,000 shares; Roger Kakooza 51,000 shares.
  • Lawful directors declared as: Ubens International Limited and Roger Kakooza.
  • Lawful company secretary declared as: Roger Kakooza.
  • Each party to bear its own costs.

Rules and key headnotes

Company Law — Registrar of Companies — Jurisdiction — Rectification of Company Register
The Registrar of Companies has jurisdiction under Regulation 8 of the Companies (Powers of the Registrar) Regulations, 2016 to rectify and update the company register by expunging any information or document that is misleading, inaccurate, issued in error, contains an illegal endorsement, or is illegally or wrongfully obtained.
Company Law — Locus Standi — Shareholder and Director — Right to Petition Registrar
A member and director of a company has locus standi to petition the Registrar of Companies for rectification of the company register under Regulation 20 of the Companies (Powers of the Registrar) Regulations, 2016, where the petitioner has a substantial, immediate and direct interest in the subject matter.
Company Law — Company Meetings — Notice Requirements — Effect of Failure to Give Notice
Failure to give notice of a meeting of directors or shareholders to all entitled persons renders all proceedings of that meeting void and all resolutions passed at such meeting null and void, regardless of whether the meeting was for appointment of directors, passing special resolutions, or any other company business.
Company Law — Special Resolutions — Notice Requirements — Winding Up
A special resolution to wind up a company voluntarily under Section 268(1) of the Companies Act 2012 is invalid where notice of the intention to propose the resolution was not given to all shareholders entitled to vote, unless 95% of members holding 95% of nominal share value agreed to waive the notice requirement under Section 148(2) of the Companies Act 2012.
Company Law — Share Transfers — Pre-emption Rights — Articles of Association
Where a company's articles of association confer pre-emption rights requiring existing shareholders to be offered shares before transfer to third parties, a share transfer executed without exhausting those pre-emption rights is invalid and of no legal effect.
Company Law — Board Resolutions — Authority to Sign — Appointment of Directors
A board resolution is invalid where it is signed by a person who was not a director at the time of signing, even if that person was subsequently appointed as a director, as they lacked authority to bind the company at the material time.
Administrative Law — Registrar of Companies — Powers of Rectification — Expungement of Documents
The Registrar of Companies may expunge from the register any document that is misleading, inaccurate, issued in error, contains an illegal endorsement, or is illegally or wrongfully obtained, and may restore the register to reflect the lawful position prior to the irregular entries.

Legislation cited (18)

  • Companies Act No. 1 of 2012 (As Amended) s.21
  • Companies Act No. 1 of 2012 (As Amended) s.47
  • Companies Act No. 1 of 2012 (As Amended) s.139(4)
  • Companies Act No. 1 of 2012 (As Amended) s.139(6)
  • Companies Act No. 1 of 2012 (As Amended) s.140(1)
  • Companies Act No. 1 of 2012 (As Amended) s.141
  • Companies Act No. 1 of 2012 (As Amended) s.148(1)
  • Companies Act No. 1 of 2012 (As Amended) s.148(2)
  • Companies Act No. 1 of 2012 (As Amended) s.149(1)
  • Companies Act No. 1 of 2012 (As Amended) s.150
  • Companies Act No. 1 of 2012 (As Amended) s.153
  • Companies Act No. 1 of 2012 (As Amended) s.268(1)
  • Companies (Powers of the Registrar) Regulations S.I No. 71 of 2016 reg.3(i)
  • Companies (Powers of the Registrar) Regulations S.I No. 71 of 2016 reg.8
  • Companies (Powers of the Registrar) Regulations S.I No. 71 of 2016 reg.20
  • Companies (Powers of the Registrar) Regulations S.I No. 71 of 2016 reg.32
  • Civil Procedure Rules Order 29 rule 1
  • Evidence Act Cap 6 s.117

Cases cited (8)

  • Bryan Xsabo Strategy Consultants (Uganda) Ltd & 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)
  • Omondi v National Bank of Kenya Ltd and Others [2001] 1 EA 177
  • Chen Jianwen, Chen Jianting, Chen Weijian v Bang Cheng Investment Co. Ltd, Li Kangyuan, Li Jianguang, Uganda Registration Services Bureau (Miscellaneous Application No. 0530 of 2023)
  • Bankone Limited v Simbamanyo Estates Limited (Miscellaneous Application No. 645 of 2020)
  • Kaheru Yasin and Another v Zinorumuri David (H.C. Misc. Application No. 82 of 2017)
  • Fang Min v Uganda Hui Neng Mining Limited & 5 Others (HCCS No. 318 of 2005)
  • Yalaju Amaye v. A.R.E.C (1994, NWLR, PT.357)
  • Kyampagi Farm Estates Limited & Mwesigye Sam v Byamukama Fred (Civil Suit No. 244 of 2008)

Full judgment

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Uzi v Kakooza 5 Others (Petition Cause 19375 of 2023) 2024 UGRSB 1 (1 March 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.