Uganda Case Law

Peninah Kensheeka and Another v Bob Katende Mitchel and Mitch Mining Co. Ltd (Company Cause No. 45933 of 2025)

Peninah Kensheeka and Another v Bob Katende Mitchel and Mitch Mining Co. Ltd (Company Cause No. 45933 of 2025) [2025] UGRSB 14 (12 June 2025)

Court

Uganda Registration Services Bureau

Case number

Company Cause No. 45933 of 2025

Judge

Daniel Nasasira-Assistant Registrar of Companies

The Registrar found that the purported transfer of shares, alteration of directorship, and amendment of company documents were executed without compliance with the company's articles of association and the Companies Act. There was no notice to the shareholders, no valid meeting, and no proper execution of transfer instruments or resolutions. The evidence showed that the signatures of the petitioners were fabricated, and the required statutory procedures for share transfer, amendment of memorandum and articles, and change of directorship were not followed. The Registrar held that all impugned…

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• Company Register Rectification
• Illegal Share Transfer
• Directorship Disputes
• Fraudulent Document Registration

Joy Tindiwegi v Julia Tigeita Munubi and Harriet Nyanjura Munubi (Application Cause No. 45582 of 2025)

Joy Tindiwegi v Julia Tigeita Munubi and Harriet Nyanjura Munubi (Application Cause No. 45582 of 2025) [2025] UGRSB 11 (12 May 2025)

Court

Uganda Registration Services Bureau

Case number

Application Cause No. 45582 of 2025

Judge

Daniel Nasasira-Assistant Registrar of Companies

The Registrar found that the doctrine of res subjudice does not apply because the parties and subject matter in Application Cause No. 44582 of 2025 are distinct from those in Civil Suit No. 002 of 2025. The applicant seeks rectification of the company register for resolutions passed without notice, while the High Court suit concerns mismanagement and embezzlement by different parties. The Registrar has statutory and quasi-judicial jurisdiction to determine register rectification matters under the Companies Act and relevant regulations. The reliefs sought in both matters are not directly or su…

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• Company Register Rectification
• Shareholder Rights
• Notice Of Meetings
• Res Subjudice
• Jurisdiction Of Registrar
• Company Resolutions

Speedbird Forex Bureau Limited (Company Cause No. 78 of 2024)

Speedbird Forex Bureau Limited (Company Cause No. 78 of 2024) [2024] UGCommC 383 (24 September 2024)

Court

Commercial Court of Uganda

Case number

Company Cause No. 78 of 2024

Judge

Tumusiime Rubagumya, J

The Court found that it has jurisdiction under Section 121 of the Companies Act to rectify the company register where entries are made in error or documentation is incomplete. The absence of transfer forms and inability to retrieve information due to the passage of time and unavailability of former shareholders constitute sufficient cause for judicial intervention. The Court determined that rectification is necessary to reflect the true membership, enable regulatory compliance, and allow the Applicant to continue its business. The lack of objection from URSB and the continued management of th…

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• Company Register Rectification
• Share Transfer Documentation
• Director Appointment
• Company Membership Dispute

Kwon & 7 Others v Choo & 4 Others (Company Complaint 12732 of 2022)

Kwon & 7 Others v Choo & 4 Others (Company Complaint 12732 of 2022) [2023] UGRSB 8 (13 December 2023)

Court

Uganda Registration Services Bureau

Case number

Company Complaint 12732 of 2022

Judge

Muliisa Solomon - Senior Registration Officer

The Registrar held that a purported 2015 special resolution was invalid, expunged later filings based on it, and restored the company to unlimited status.

• Company Register Rectification
• Appointment Of Directors
• Special Resolution Validity
• Corporate Governance
• Membership Admission
• Company Re Registration

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

Administrators of the estate of the late Sam Musoke v Kabaale & Another (Company Complaint 14356 of 2023)

Administrators of the estate of the late Sam Musoke v Kabaale & Another (Company Complaint 14356 of 2023) [2023] UGRSB 9 (8 September 2023)

Court

Uganda Registration Services Bureau

Case number

Company Complaint 14356 of 2023

Judge

Muliisa Solomon - Senior Registration Officer

The Registrar upheld a share transfer dispute, finding no sufficient proof that the deceased’s signature was forged and declining to cancel the 50-share transfer.

• Share Transfer Disputes
• Company Register Rectification
• Forgery Allegations
• Admissibility Of Expert Evidence
• Share-transfer-disputes
• Company-register-rectification

Amin v Bugerere Properties Limited & 3 Others (Company Cause 18 of 2016)

Amin v Bugerere Properties Limited & 3 Others (Company Cause 18 of 2016) [2022] UGHCCD 334 (15 August 2022)

Court

HC: Civil Division (Uganda)

Case number

Company Cause 18 of 2016

Judge

Musa Ssekaana, J

The court found that the issues of the petitioner's shareholding and directorship in the 1st respondent company had already been determined in previous proceedings, and the principle of res judicata applied. The petitioner failed to provide satisfactory evidence of valid share allotment, payment for shares, or entry in the company register. The return of allotment presented by the petitioner was not recognized by the company or the Registrar of Companies, and there was no board resolution authorizing the allotment. Without proof of payment and registration, the petitioner could not be conside…

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• Company Shareholding Disputes
• Directorship Status
• Oppression Of Minority Shareholder
• Company Register Rectification

Bryan Xsabo Strategy Consultants ( Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020)

Bryan Xsabo Strategy Consultants ( Uganda) Limited and 2 Others v Great Lakes Energy Company N.V (Company Cause No. 13 of 2020) [2021] UGHCCD 73 (7 July 2021)

Court

HC: Civil Division (Uganda)

Case number

Company Cause No. 13 of 2020

The High Court upheld the Registrar’s power to rectify the company register despite arbitration, but set aside the order because the Registrar failed to take evidence and afford a proper hearing.

• Company Register Rectification
• Share Allotment Disputes
• Investment Agreement Enforcement
• Arbitration Clauses
• Quasi Judicial Hearing
• Procedural Fairness

In the Matter for an application of rectification of the company register by Kayemba(ms. Equator growers ) (Company Cause No. 5 of 1992)

In the Matter for an application of rectification of the company register by Kayemba(ms. Equator growers ) (Company Cause No. 5 of 1992) [1992] UGHC 86 (25 September 1992)

Court

High Court of Uganda

Case number

Company Cause No. 5 of 1992

Judge

Kireju, J

The court held that before considering the merits of an application for rectification of the company register, the applicant must provide sufficient evidence of his status as a shareholder, including the number and type of shares held and whether they are paid up. In this case, the applicant failed to produce share certificates, the memorandum and articles of association, or evidence from the Registrar of Companies. The affidavit and annexed letters did not specify the number of shares or confirm their paid-up status. The burden of proof was not discharged, and the court was not satisfied tha…

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• Company Register Rectification
• Shareholder Rights
• Evidence Of Shareholding

In Re: Nico Ltd (MISC. APPLICATION NO. 33 OF 1995)

In Re: Nico Ltd (MISC. APPLICATION NO. 33 OF 1995) [1995] UGHCCD 6 (30 October 1995)

Court

HC: Civil Division (Uganda)

Case number

MISC. APPLICATION NO. 33 OF 1995

Judge

Kato, J

The court found that the applicants, as administrators of the estate of a former shareholder and director, are entitled to be registered as shareholders and directors of NICO Ltd. The absence of opposition and the equitable necessity for continued management justified rectification of the register. The court relied on statutory provisions and relevant case law to conclude that the applicants should be allowed to call and hold a general meeting and act as directors, ensuring the company's affairs are properly managed.

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• Company Register Rectification
• Shareholder Rights
• Director Appointment