Uganda Case Law

Great Lakes Energy Company N. V v Mss Xsabo Power Limited (Company Petition 5 of 2020)

Great Lakes Energy Company N. V v Mss Xsabo Power Limited (Company Petition 5 of 2020) [2024] UGRSB 20 (1 November 2024)

Court

Uganda Registration Services Bureau

Case number

Company Petition 5 of 2020

Judge

Mercy K. Kainobwisho - Registrar General

The Registrar found that the Applicant was allotted 96 fully paid-up shares in the Respondent company, as evidenced by company resolutions, a return of allotment signed by the Respondent's director, a share certificate, and annual returns indicating full payment. The Registrar rejected the Respondent's claim that the shares were unpaid and that the return of allotment was improperly filed, finding no credible evidence to support these assertions. The Registrar held that forfeiture or cancellation of fully paid-up shares is not permitted under Ugandan company law, and that the Respondent's act…

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• Rectification Of Register
• Share Allotment
• Company Share Forfeiture
• Corporate Governance
• Company Returns
• Share Capital Reduction

Acellam v Julia Guest House Limited & 2 Others

Acellam v Julia Guest House Limited & 2 Others (Petition Cause 5 of 2020) [2023] UGRSB 15 (3 March 2023)

Court

Uganda Registration Services Bureau

Case number

Petition Cause 5 of 2020

Judge

Muliisa Solomon - Senior Registration Officer

The Registrar found that the petitioner was lawfully removed from Julia Guest House Limited following a resolution and share allotment process that complied with company law. The petitioner's claim was premised under the wrong law, as only current members may petition under Section 247 of the Companies Act. The evidence did not support allegations of forgery or procedural irregularity, and the petitioner failed to prove he retained membership or that his removal was unlawful. The correct shareholders are Margret Otii (95 shares) and Julia Otti (5 shares). Each party was ordered to bear its ow…

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• Company Membership
• Share Allotment
• Rectification Of Register
• Corporate Governance

Cliff Masagazi v Afriland First Bank (U) Limited (Company Cause No. 8 of 2020)

Cliff Masagazi v Afriland First Bank (U) Limited (Company Cause No. 8 of 2020) [2021] UGHC 48 (24 June 2021)

Court

High Court of Uganda

Case number

Company Cause No. 8 of 2020

Judge

Musa Ssekaana, J

The court found that while the petition disclosed a cause of action, the petitioner failed to prove on a balance of probabilities that his 15% shares were paid up, either in cash or by valid non-cash consideration. The evidence, including the annual return of allotment, was inconclusive and riddled with errors, and there was no contract or board resolution supporting non-cash payment. The court held that the respondent's actions, including calls on unpaid shares and exclusion from certain meetings, were in accordance with the Articles of Association and did not amount to oppression or unfair…

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• Share Allotment
• Unfair Prejudice
• Oppression Of Minority Shareholder
• Company Management
• Shareholder Rights

Shiv Construction Co. Ltd v Endesha Enterprises Ltd

Shiv Construction Co. Ltd v Endesha Enterprises Ltd (Civil Appeal 4 of 1998) [1999] UGSC 9 (18 March 1999)

Court

Supreme Court of Uganda

Case number

Civil Appeal 4 of 1998

Judge

Mulenga, JSC, Kanyeihamba, JSC, Karokora, JSC, J.W.N.Tsekooko, JSC, Oder, JSC

The Supreme Court held that a pre-incorporation joint venture agreement remained binding between the parties, and upheld orders for transfer of the plot, damages, and costs.

• Pre Incorporation Contracts
• Specific Performance
• Company Promoters Liability
• Share Allotment
• Joint Venture Agreements
• Pre-incorporation-contracts