Wakilii

World Transformation Ministries Limited (By Guarantee) v Registrar of Companies (Company Cause No. 0038 of 2024)

High Court · [2026] UGCOMMC 130 · 2026 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application under Section 121 of the Companies Act for orders permitting a single member to constitute a meeting and direct the Registrar to register resolutions
Decision
Application dismissed for insufficient evidence

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court dismissed an application by a company limited by guarantee seeking to permit its sole remaining active member to constitute a meeting and update company records. The court held that insufficient evidence was presented to establish that the second member had abandoned the company or that calling a meeting was truly impracticable. Principles of natural justice required that the second member be heard before such orders could be granted.

Outcome

Application dismissed for insufficient evidence

Facts

World Transformation Ministries Limited was incorporated in 2005 with two members: Richard Nsereko and his then-wife Esther Nsereko. The couple divorced in 2011 following domestic violence. Richard Nsereko deposed that since the divorce, Esther Nsereko had de facto ceased to be a member and the company could not effectively conduct meetings or sign legal documents. The company had failed to file annual returns and notices since inception and was at risk of deregistration. Richard Nsereko, as the only available member, sought court orders to permit him to constitute a meeting alone and direct the Registrar to register resolutions made by him.

Issues

  1. Whether the Applicant should be permitted to convene a meeting without the requisite quorum under Section 138 of the Companies Act.
  2. Whether sufficient evidence exists to establish that it is impracticable to call a meeting in the prescribed manner.

Orders

  • Application dismissed.
  • No order as to costs.

Rules and key headnotes

Company Law — Meetings — Section 138 Companies Act — Impracticability — Burden of Proof
An applicant seeking orders under Section 138 of the Companies Act to convene a meeting without the requisite quorum must present sufficient evidence to establish that it is truly impracticable to call a meeting in the manner prescribed by the articles or the Act.
Company Law — Meetings — Natural Justice — Notice to Affected Members
Where an application seeks to exclude a member from company decision-making on grounds of abandonment or disinterest, principles of natural justice require that the affected member be given notice and an opportunity to be heard before such orders are granted.
Company Law — Section 138 Companies Act — Purpose and Application
The purpose of Section 138 of the Companies Act is to allow the court to provide directions to overcome practical difficulties, ensuring that a company's affairs are not frustrated by procedural deadlocks.

Legislation cited (2)

Cases cited (1)

  • Mutungo Executive Hotel Limited (Company Cause No. 59 of 2023)

Full judgment

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

World Transformation Ministries Limited (By Guarantee) v Registrar of Companies (Company Cause No. 0038 of 2024) [2026] UGCommC 130 (27 March 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.