Uganda Case Law

In the matter of an application by Raymond K. Otika (a member and director of ODU Group Limited) (Company Cause No. 6 of 2025)

In the matter of an application by Raymond K. Otika (a member and director of ODU Group Limited) (Company Cause No. 6 of 2025) [2025] UGHCCD 87 (30 June 2025)

Court

HC: Civil Division (Uganda)

Case number

Company Cause No. 6 of 2025

Judge

Simon Peter M. Kinobe, J

The High Court granted a sole surviving member leave to hold and conduct an EGM of Odu Group Ltd despite the quorum requirement, after two other shareholders had died.

• Company Meetings
• Quorum Requirements
• Appointment Of Directors
• Shareholder Death
• Court Orders For Meetings
• Company-meetings

Diana Nakatudde Kabale v Days for Girls Uganda Limited

Diana Nakatudde Kabale v Days for Girls Uganda Limited (Miscellaneous Cause No. 0224 of 2024) [2025] UGHCCD 56 (7 May 2025)

Court

HC: Civil Division (Uganda)

Case number

Miscellaneous Cause No. 0224 of 2024

Judge

Simon Peter M. Kinobe, J

The High Court allowed a sole surviving member of a company limited by guarantee to convene an extraordinary general meeting with a quorum of one under section 138.

• Company Meetings
• Quorum Requirements
• Corporate Governance
• Company-meetings
• Quorum-requirements
• Corporate-governance

Batenze v Liberation Community Finance Limited (Company Cause 1 of 2025)

Batenze v Liberation Community Finance Limited (Company Cause 1 of 2025) [2025] UGHCCD 52 (5 May 2025)

Court

HC: Civil Division (Uganda)

Case number

Company Cause 1 of 2025

Judge

Simon Peter M. Kinobe, J

The court found that the applicant had made all reasonable efforts to trace the absent co-shareholder/director, including public notices, but these were unsuccessful. The company's constitution requires two members for quorum, making it impossible to conduct meetings or make essential decisions. Section 138 of the Companies Act empowers the court to intervene where it is impracticable to call or conduct meetings as prescribed. The court determined that the circumstances justified granting leave for the applicant to call, hold, and conduct a members' meeting alone, pass resolutions to increase…

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• Company Meetings
• Quorum Requirements
• Share Capital Increase
• Appointment Of Directors

Achom and 5 Others v Mothers Majeri Limited

Achom and 5 Others v Mothers Majeri Limited (Petition Cause 37092 of 2024) [2024] UGRSB 19 (21 October 2024)

Court

Uganda Registration Services Bureau

Case number

Petition Cause 37092 of 2024

Judge

Muliisa Solomon - Senior Registration Officer

A minority oppression petition by minor shareholders was dismissed after the Registrar held their guardian’s authority was limited and did not extend to broader shareholder rights.

• Minority Oppression
• Shareholder Rights
• Company Meetings
• Dividends
• Corporate Governance
• Minority-oppression

Mbabali & Another v Pope Paul VI Social Club Limited

Mbabali & Another v Pope Paul VI Social Club Limited (Petition Cause 17370 of 2023) [2024] UGRSB 3 (8 February 2024)

Court

Uganda Registration Services Bureau

Case number

Petition Cause 17370 of 2023

Judge

Muliisa Solomon - Senior Registration Officer

The Registrar found that the applicants failed to prove oppression or mismanagement by the directors, as the postponement of the AGM was done in good faith to allow more members to pay subscriptions and participate. The Executive Committee acted within its powers under the company's constitution and the Companies Act. The Registrar's letter of 30th March 2023 was not a binding directive, as it was issued without affording the respondent company a fair hearing, violating the right to be heard. Consequently, the meetings held on 31st March and 7th April 2023, which stemmed from the purported di…

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• Company Meetings
• Minority Oppression
• Directors Powers
• Notice Requirements
• Rectification Of Register

Andani v Anandani (Company Complaint 27154 of 2023)

Andani v Anandani (Company Complaint 27154 of 2023) [2023] UGRSB 1 (30 November 2023)

Court

Uganda Registration Services Bureau

Case number

Company Complaint 27154 of 2023

Judge

Muliisa Solomon - Senior Registration Officer

The Registrar found that the purported special resolution and related documents introducing Ms. Sheetal as shareholder and director were executed without compliance with mandatory requirements of the Companies Act and the company's articles. No evidence was provided of a properly convened meeting, notice, or minutes. The respondent's reliance on the indoor management rule and execution by directors was misplaced, as these principles do not excuse non-compliance with statutory requirements for internal company governance. The Registrar held that the documents were misleading, inaccurate, issue…

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• Company Register Rectification
• Share Transfer Irregularity
• Director Appointment
• Corporate Governance
• Fiduciary Duties
• Company Meetings

In the matter for an application to hold a meeting without a Pre-quisite quorum by Alshaffi investment group LLC (Companies Cause No. 20 of 2022)

In the matter for an application to hold a meeting without a Pre-quisite quorum by Alshaffi investment group LLC (Companies Cause No. 20 of 2022) [2022] UGHCCD 251 (30 November 2022)

Court

HC: Civil Division (Uganda)

Case number

Companies Cause No. 20 of 2022

Judge

Musa Ssekaana, J

The High Court allowed a majority shareholder to convene and conduct a company meeting without the usual quorum so directors and a secretary could be appointed.

• Company Meetings
• Shareholder Rights
• Appointment Of Directors
• Company-meetings
• Shareholder-rights
• Appointment-of-directors

Tushabomwe v Western Young Investors Association Limited

Tushabomwe v Western Young Investors Association Limited (Civil Suit 1032 of 2020) [2022] UGCommC 118 (7 January 2022)

Court

Commercial Court of Uganda

Case number

Civil Suit 1032 of 2020

Judge

Stephen Mubiru, J

The High Court upheld an amended exit rule for a collective investment scheme and dismissed the plaintiff’s claim for an additional payout.

• Company Meetings
• Collective Investment Schemes
• Amendment Of Regulations
• Member Exit Rights
• Retrospective Application
• Corporate Governance

IN RE Uganda Institute of Banking and Financial Services

IN RE Uganda Institute of Banking and Financial Services (MISCELLANEOUS CAUSE NO. 120 OF 2020) [2020] UGHCCD 224 (22 June 2020)

Court

HC: Civil Division (Uganda)

Case number

MISCELLANEOUS CAUSE NO. 120 OF 2020

Judge

Musa Ssekaana, J

The High Court allowed a company to hold its annual general meeting electronically because Covid-19 restrictions made a physical meeting impracticable.

• Company Meetings
• Virtual Meetings
• Covid 19 Restrictions
• Articles Of Association
• Company-meetings
• Virtual-meetings

IN RE: British American Tobacco (Uganda) Limited

IN RE: British American Tobacco (Uganda) Limited (MISCELLANEOUS CAUSE NO. 107 0F 2020) [2020] UGHCCD 133 (11 June 2020)

Court

HC: Civil Division (Uganda)

Case number

MISCELLANEOUS CAUSE NO. 107 0F 2020

Judge

Musa Ssekaana, J

The High Court allowed British American Tobacco Uganda Limited to hold its 2019 AGM electronically because COVID-19 restrictions made a physical meeting impracticable.

• Company Meetings
• Virtual Meetings
• Covid 19 Regulations
• Annual General Meeting
• Annual-general-meeting
• Virtual-meetings