Uganda Case Law

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…

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

Hagmann v The Knowledge Hub Limited

Hagmann v The Knowledge Hub Limited (Petition Cause 33327 of 2024) [2025] UGRSB 4 (28 February 2025)

Court

Uganda Registration Services Bureau

Case number

Petition Cause 33327 of 2024

Judge

Daniel Nasasira-Assistant Registrar of Companies

The Registrar found that the breakdown in relations and failure of corporate governance between the two equal shareholders, coupled with the respondent's refusal to provide key documents and failure to recognize the applicant's substantial investment, constituted oppressive conduct within the meaning of section 243 of the Companies Act. The Registrar rejected winding up as a remedy, as it would unfairly prejudice the respondent, and instead ordered an independent valuation of both parties' contributions. The respondent is granted the first opportunity to buy out the applicant's shares at a fa…

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• Minority Oppression
• Shareholder Disputes
• Corporate Governance
• Company Valuation

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

Mwerinde v Bunamwaya Central Masgid Limited & 6 Others

Mwerinde v Bunamwaya Central Masgid Limited & 6 Others (Miscellaneous Application 570 of 2024) [2024] UGHCCD 137 (30 August 2024)

Court

HC: Civil Division (Uganda)

Case number

Miscellaneous Application 570 of 2024

Judge

Musa Ssekaana, J

The High Court granted a temporary injunction preserving the applicant’s role as Imam of Bunamwaya Central Masjid pending determination of the main cause.

• Temporary Injunctions
• Company Management Disputes
• Minority Oppression
• Status Quo Preservation
• Temporary-injunctions
• Status-quo-preservation

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

M/s Kigezi Twimukye Co. Limited v Eng. Balaba

M/s Kigezi Twimukye Co. Limited v Eng. Balaba (Civil Appeal 41 of 2012) [2015] UGHC 4 (23 September 2015)

Court

High Court of Uganda

Case number

Civil Appeal 41 of 2012

Judge

Elubu, J

The High Court dismissed an appeal over a company share-capital increase that diluted the respondent’s holding, finding the action oppressive and the suit timely.

• Company Share Allotment
• Minority Oppression
• Fiduciary Duties
• Company Meetings
• Limitation Periods
• Minority-oppression