Samuel Muhanguzi and Others v Manzi Kananura Winston and Others (Application No. 301025 of 2025) [2026] UGRSB 2 (28 January 2026)

Key Facts

Issues

• Whether the contested documents were validly passed under the Companies Act and regulations?
• Determining the remedies available for invalidly passed company documents.

Holdings

• The Board Resolution registered on 28th February 2025, purporting to open Bank accounts in DFCU Bank and appoint signatories, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• No order is made as to costs.
• The Special Resolution registered on 25th February 2025, purporting to alter the membership and directorship of GS1 Uganda Limited, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• The Form 18 registered on 25th February 2025, amending the registered address of GS1 Uganda Limited, is expunged for having been illegally endorsed and wrongfully obtained.
• The Board Resolution registered on 28th February 2025, opening Airtel Money and MoMo Pay accounts, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• The Special Resolution registered on 26th February 2025, purporting to amend the Memorandum and Articles of Association of GS1 Uganda Limited, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• The membership and directorship of GS1 Uganda Limited are restored to the position they were in before the impugned documents were filed.
• The Amended Memorandum and Articles of Association registered on 26th February 2025, altering the membership of GS1 Uganda Limited, is expunged for being misleading, inaccurate, and having been illegally endorsed and wrongfully obtained.
• The Form 20 registered on 25th February 2025, removing the Second Applicant as Company Secretary, is expunged for having been illegally endorsed and wrongfully obtained.

Remedies

• Form 20 registered on 25th February 2025, removing the Second Applicant as the Company Secretary of GS1 Uganda Limited, is expunged for having been illegally endorsed and wrongfully obtained.
• The Board Resolution registered on 28th February 2025, purporting to open Bank accounts in DFCU Bank and appoint signatories, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• The Board Resolution registered on 28th February 2025, opening Airtel Money accounts with Airtel Uganda and MoMo Pay accounts with MTN Uganda, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• Form 18 registered on 25th February 2025, amending the registered address of GS1 Uganda Limited, is expunged for having been illegally endorsed and wrongfully obtained.
• The Amended Memorandum and Articles of Association registered on 26th February 2025, altering the membership of GS1 Uganda Limited, are expunged for being misleading, inaccurate, and containing an illegal endorsement wrongfully obtained.
• The Special Resolution registered on 26th February 2025, purporting to amend the Memorandum and Articles of Association of GS1 Uganda Limited, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• The membership and directorship of GS1 Uganda Limited are restored to the position they were in before the impugned documents were filed on 25th-28th February 2025.
• The Special Resolution registered on 25th February 2025, which purported to alter the membership and directorship of GS1 Uganda Limited, is declared null and void for having been irregularly passed and is ordered to be expunged from the register for containing an illegal endorsement.
• The court makes no order as to costs in this matter.

Legal Principles

• The court emphasized that the impugned resolutions were invalid due to procedural irregularities, including lack of proper notice and quorum for meetings. It held that meetings must be convened in accordance with the Companies Act and the company's Articles of Association, and resolutions passed without these are null and void.
• The court applied statutory requirements under the Companies Act and its regulations to determine that the respondents failed to comply with legal procedures for altering membership, directorship, and company secretary roles. It declared the resolutions ultra vires as they exceeded the authority granted to members and directors.

Precedent Name

• Seremba Mark Vs Isanga Emmanuel & 3 Others
• Fang Min v Uganda Hui Neng Mining Limited & 5 Others

Cited Statute

• Companies Act
• Companies (Powers of the Registrar) Regulations

Judge Name

Passage Text

• 1) The Special Resolution registered on 25th February 2025, purporting to alter the membership and directorship of GS1 Uganda Limited, is hereby declared null and void for having been irregularly passed and is accordingly ordered to be expunged from the register for containing an illegal endorsement.
• The Applicants intimated that the Second Applicant was illegally and fraudulently removed as the company secretary. That the Respondents did not follow the legal process for changing the company secretary.
• 5) The Board Resolution registered on 28th February, 2025...is hereby declared null and void for having been irregularly passed and is accordingly ordered to be expunged from the register for containing an illegal endorsement.