Uganda Case Law

Nakabugo Beatrice v Ssemwogerere Godfrey and Others (Company Petition Cause No. 44562 of 2024)

Nakabugo Beatrice v Ssemwogerere Godfrey and Others (Company Petition Cause No. 44562 of 2024) [2025] UGRSB 17 (9 July 2025)

Court

Uganda Registration Services Bureau

Case number

Company Petition Cause No. 44562 of 2024

Judge

Daniel Nasasira-Assistant Registrar of Companies

The Registrar held that board resolutions removing a member-director and selling church land were invalid because they were not passed by the members, and ordered them expunged.

• Company Resolutions
• Removal Of Directors
• Member Oppression
• Rectification Of Register
• Company-resolutions
• Removal-of-directors

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…

Source excerpt

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

Kiberu & 3 Others v Ssekito

Kiberu & 3 Others v Ssekito (Petition Cause 38945 of 2024) [2025] UGRSB 5 (4 March 2025)

Court

Uganda Registration Services Bureau

Case number

Petition Cause 38945 of 2024

Judge

Daniel Nasasira-Assistant Registrar of Companies

The petitioners, holding a supermajority of shares and directorships in Bakugu Agricultural Technologies Ltd, do not qualify as minority shareholders and thus lack locus to bring a petition for minority oppression under section 243 of the Companies Act. The evidence shows that the petitioners collectively regained their majority shareholding prior to filing the petition, and the remedies sought are outside the jurisdiction of the Registrar of Companies. Allegations of prejudicial conduct and breach of director duties are matters for the High Court, not the Registrar. The petition is therefore…

Source excerpt

• Minority Oppression
• Shareholder Rights
• Director Duties
• Company Resolutions

Twase Bakkabulindi v Mansenze Undertakings Company Limited

Twase Bakkabulindi v Mansenze Undertakings Company Limited (Civil Suit No. 2454 of 2015) [2023] UGHCCD 116 (27 April 2023)

Court

HC: Civil Division (Uganda)

Case number

Civil Suit No. 2454 of 2015

Judge

Nyanzi, J

The High Court of Uganda held that the alleged company resolution and related land-sale documents were invalid, so the plaintiff failed to prove any land interest.

• Company Resolutions
• Sale Of Land
• Forgery Of Documents
• Shareholder Rights
• Company-resolutions
• Sale-of-land

Rev. Dr. Kabushenga and Another v Great Lakes Regional University

Rev. Dr. Kabushenga and Another v Great Lakes Regional University (Miscellaneous Application No. 904 of 2021) [2022] UGHCCD 226 (31 October 2022)

Court

HC: Civil Division (Uganda)

Case number

Miscellaneous Application No. 904 of 2021

Judge

Musa Ssekaana, J

The High Court struck out a company suit for lack of authority, holding that it was filed without a valid company resolution and should not be used for personal management disputes.

• Striking Out Pleadings
• Authority To Commence Suit
• Company Resolutions
• Directors Appointment
• Abuse Of Court Process
• Authority-to-commence-suit

Necta (U) Limited and Another v Crane Bank Limited

Necta (U) Limited and Another v Crane Bank Limited (Civil Appeal 219 of 2013) [2021] UGCA 201 (8 June 2021)

Court

Court of Appeal of Uganda

Case number

Civil Appeal 219 of 2013

Judge

Kiryabwire, JA, Monica K. Mugenyi, JA, Kasule, Ag JA

The Court of Appeal found that the special resolution authorizing the mortgage was invalid, as it was not signed by all directors as required by the company's articles and Regulation 106 of Table A. The mortgage and further charges were defective for lack of proper execution, absence of company seal, and signatures not in Latin character, contrary to the Registration of Titles Act and company articles. The sale of the property was therefore invalid, as it was based on defective security. Notice requirements for demand and sale were not met, as public advertisements did not constitute personal…

Source excerpt

• Company Resolutions
• Mortgage Execution
• Director Authority
• Invalid Security
• Notice Requirements
• Damages For Wrongful Sale

Necta (U) Limited and Another v Crane Bank Limited

Necta (U) Limited and Another v Crane Bank Limited (Civil Appeal No. 219 of 2013) [2021] UGCA 34 (8 June 2021)

Court

Court of Appeal of Uganda

Case number

Civil Appeal No. 219 of 2013

Judge

Monica K. Mugenyi, JA, Kasule, Ag JA, Kiryabwire, JA

The Court of Appeal found that the special resolution authorizing the mortgage was invalid, as it was not signed by all directors as required by the company's articles and Regulation 106 of Table A. The mortgage and further charges were defective for lack of proper execution, absence of the company seal, and signatures not in Latin character, contrary to the Registration of Titles Act and company law. The sale of the property was therefore unlawful, as it was based on invalid security instruments and notice requirements were not met. The respondent bank failed to discharge its duty to ensure…

Source excerpt

• Company Resolutions
• Mortgage Execution
• Directors Authority
• Invalid Security Interest
• Notice Requirements
• Damages For Conversion

In the matter of a petition for reduction of share capital in Translink (U) Limited (Company Cause 2 of 2021)

In the matter of a petition for reduction of share capital in Translink (U) Limited (Company Cause 2 of 2021) [2021] UGCommC 154 (22 April 2021)

Court

Commercial Court of Uganda

Case number

Company Cause 2 of 2021

Judge

Stephen Mubiru, J

The court found that the applicant company had complied with all statutory requirements for reduction of share capital under the Companies Act, 2012. The Articles of Association permitted such reduction, a unanimous special resolution was passed, and notice was duly published. No creditor objected to the reduction, and there was no evidence that creditors' interests would be prejudiced. The court was satisfied that the reduction was justified due to the disinvestment of Beverly Investments Ltd, which rendered the increased share capital unnecessary. Accordingly, the court granted the orders s…

Source excerpt

• Share Capital Reduction
• Company Resolutions
• Creditor Protection
• Company Registry Procedure

Navichandra Kakubhai Radia v Kakubhai And Co. Ltd

Navichandra Kakubhai Radia v Kakubhai And Co. Ltd [1995] UGSC 9 (16 June 1995)

Court

Supreme Court of Uganda

Judge

Wambuzi, CJ

The Supreme Court held that the preliminary objection regarding lack of authority for the respondent's advocates to institute the suit was premature. The appellant failed to adduce evidence supporting the allegation that the respondent's advocates lacked authority. The burden of proof lay on the appellant, who did not discharge it. The question of authority to sue is a matter of evidence and should be determined at trial, not at the preliminary stage, unless lack of authority is manifest. The trial judge was correct in overruling the objection and allowing the suit to proceed. Attempts to int…

Source excerpt

• Authority To Sue
• Company Resolutions
• Preliminary Objection
• Burden Of Proof
• Advocate Instructions