Uganda Registration Services Bureau - 2026

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11 judgments

Citation	Judgment date
March 2026
Ayebare Lawrence v Maliho John and Others (Company Application No. 73809 of 2025) [2026] UGRSB 10 (9 March 2026) Registrar expunged company resolutions founded on a forged signature and non‑compliant meetings; criminal/fund claims lie elsewhere. Companies law – invalid resolutions – failure to give statutory notice and keep minutes – forged signature on company resolution – registrar’s power to expunge wrongfully obtained documents – limits of registrar’s jurisdiction (criminal allegations and fund misappropriation fall outside).	9 March 2026
Kagina Abbey and Others v Mukundane Thomas and Others (Petition No. 95944 of 2025) [2026] UGRSB 11 (9 March 2026) Registrar finds company resolutions and director appointments valid, rejects oppression claim, and directs administrative regularisation. Companies Act — Validity of members' resolutions; OBRS data-update process; appointment of directors and company secretary; validity of market redevelopment resolution; distinction between oppression (s.243) and unfair prejudice (s.244); Registrar's remedial powers and administrative directions.	9 March 2026
Samuel John Kibuuka and Another v Victoria Motors Limited (Petition No. 40768 of 2025) [2026] UGRSB 8 (2 March 2026) Whether alleged defective notice invalidated board appointments where shareholders participated via proxies and gave implied consent. Companies law – validity of shareholders' meeting and board appointments – notice requirements and proxies – implied consent to short notice under Articles – expungement of registered resolutions – Registrar’s powers (Regulations 8 & 32).	2 March 2026
Samuel John Kibuuka v General Machinery Limited (Petition No. 40911 of 2025) [2026] UGRSB 9 (2 March 2026) The applicant’s challenge to board appointments failed because proxy participation constituted implied consent to shorter notice; petition dismissed. Companies law – Notice of shareholders’ meeting – Proxy attendance and conduct as implied consent to shorter notice; Articles of association – validity of resolutions; Companies (Powers of the Registrar) Regulations SI No.71 of 2016 – Regulation 8 (rectification) and Regulation 32 (dismissal); remedy – AGM election or removal by ordinary resolution with special notice.	2 March 2026
February 2026
Siira Lugoloobi Kiwana v Kiwana Estates Limited and Others (Company Application No. 54064 of 2025) [2026] UGRSB 7 (26 February 2026) Allotment and registry entries conferred membership; removing a shareholder requires recognised modes—registrar ordered rectification and expungement. Company law – membership by allotment – return of allotment and annual returns as evidence; removal of shareholder – transfer, transmission, forfeiture or surrender required; Registrar's powers to expunge incorrect or misleading filings and rectify the register under Companies (Powers of the Registrar) Regulations.	26 February 2026
Dr. Philemon Mateke and Others v Ariyo Kazaara Gracious and Others (Petition No. 94322 of 2025) [2026] UGRSB 6 (20 February 2026) The Registrar can hear member oppression petitions and rectify company registers; petitioners (estate representatives/former subscribers) have locus standi. Companies Act – Section 243 (minority oppression petitions) – locus standi of personal representatives/subscribers; Companies (Powers of the Registrar) Regulations SI No.71/2016 – Regulation 8 (rectification/expungement), Regulation 20 (who may apply), Regulation 26 (petition form); Registrar of Companies – jurisdiction to decide questions of fact and law and to order investigations; High Court not exclusively vested with rectification powers.	20 February 2026
Muyiyi Mukwana v Twine Collins and Another (Petition No. 24760 of 2025) [2026] UGRSB 5 (20 February 2026) Registrar retains jurisdiction to hear register‑rectification and oppression claims despite related but non‑identical High Court mortgage proceedings. Companies law – Registrar of Companies’ jurisdiction – section 243 (member oppression) and Regulation 8 (rectification of register) – Regulation 4 and parallel court proceedings – when a pending High Court matter ousts Registrar’s jurisdiction – distinct causes, parties and remedies required to preclude Registrar.	20 February 2026
Bunnya Erusa Namigadde v Bulime Cyrus and Another (Petition No. 41199 of 2024) [2026] UGRSB 4 (4 February 2026) Registrar precluded from determining share dispute pending in court; transfers funded by company funds are not valid transfers. Companies law — transfer of shares — invalidity where acquisition funded by the company; surrender of shares under Regulations; Registrar's jurisdiction limited where related matter is pending in court (Regulation 4(1) SI 71 of 2016).	4 February 2026
January 2026
Mayanja Sulaiman and Sulaimani Mukasa & Sons Co. Ltd v Mukasa Rosette Aphisa (Petition No. 54788 of 2025) [2026] UGRSB 3 (29 January 2026) Whether the respondent validly filed company returns and what administrative corrections are available. Companies Act – validity of annual returns – beneficial ownership – Registrar’s administrative role in verifying company-submitted particulars – data correction and Form-based rectification – mootness where register already restored.	29 January 2026
Samuel Muhanguzi and Others v Manzi Kananura Winston and Others (Application No. 301025 of 2025) [2026] UGRSB 2 (28 January 2026) Registrar expunged irregularly passed resolutions and filings due to lack of notice, ultra vires acts and illegal endorsements. Companies law – Rectification of register – Invalid special resolution – Directors’ power to admit members (Table C Part II) – Illegal endorsements/copied signatures – Expungement under Regulation 8 – Registrar’s limited jurisdiction (section 243 and Regulation 8).	28 January 2026
Credscan (Proprietary) Limited v Aquelle Beverages SMC Limited (Trademark Registration 80314 of 2023) [2026] UGRSB 1 (6 January 2026) Foreign reputation alone cannot cancel a Ugandan trademark; no error or bad faith was proven. Trademarks — cancellation under s.88 — "error" defined by statutory compliance — first-to-file and territoriality principles — Article 6bis and defensive registration — proof of local goodwill required — bad faith requires objective indicia of dishonest intention.	6 January 2026