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Citation
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Judgment date
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| April 2026 |
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Registrar expunged filings and rectified the register after finding director appointments and share transfers procured by forgery.
Company law — validity of director appointments and share transfers — forgery and unauthorised signatures — absence of meeting notices/minutes — rectification and expungement under Companies (Powers of the Registrar) Regulations
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8 April 2026 |
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Registrar expelled forged company filings and rectified the register, restraining the respondent from acting as director or shareholder.
Companies law — validity of directors’ appointments and share transfers — forged signatures and lack of requisite notices/minutes — forensic signature analysis — rectification and expungement of register under Companies (Powers of the Registrar) Regulations
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8 April 2026 |
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Registrar lacks jurisdiction to resolve disputed share allotment; High Court must determine membership and rectification.
Companies law — Registrar’s powers under Companies (Powers of the Registrar) Regulations — Regulation 8 limited to defects apparent on face of record — Disputed share allotment and membership require High Court determination under s.121 — Application dismissed for want of jurisdiction
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2 April 2026 |
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Registrar barred from adjudicating oppression and rectification petition due to substantially similar High Court proceedings; petition dismissed.
Companies Act – Registrar jurisdiction – member oppression petitions and rectification of register; Regulation 4 preclusion where parallel High Court proceedings; overlap of remedies; risk of inconsistent decisions and abuse of process
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1 April 2026 |
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Registrar precluded from hearing the applicant's oppression petition because identical proceedings are pending in the High Court.
Companies Act – Registrar’s jurisdiction – minority oppression and rectification of register; Companies (Powers of the Registrar) Regulations SI No. 71/2016 – Regulation 4 (pendency in Court) – preclusion where identical High Court proceedings exist; injunctive relief and certain remedies fall outside Registrar’s powers; avoidance of inconsistent decisions and abuse of process
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1 April 2026 |
| March 2026 |
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Registrar lacks power to expunge contested share-allotment documents; High Court must determine directors' duties and unfair prejudice.
'Companies Act' - Regulation 8 (rectification of register) – scope and limits of Registrar’s powers; allotment of shares by directors under company Articles; written/circular director resolutions; distinction between facial/documentary defects and contested substantive rights; jurisdictional boundary between Registrar and High Court; remedy for unfair prejudice/rectification under Section 244/121 of the Companies Act
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31 March 2026 |
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Registrar has jurisdiction over member oppression petitions but petition dismissed for lack of statutory declaration and evidence.
Companies Act (s.243, s.286) – member oppression petitions – Registrar’s jurisdiction – requirement for evidence by statutory declaration or viva voce – insufficiency of unverified documents to prove oppression
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31 March 2026 |
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Applicant failed to prove company membership; lacks standing under Section 243; petition dismissed; contractual dispute for High Court.
Companies Act – membership and proof of shareholding – register of members prima facie evidence – share certificate, allotment and transfer forms as proof – locus standi under Section 243 – Registrar’s rectification powers limited – contractual/fraud disputes for High Court
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24 March 2026 |
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Petitioner lacked standing and evidence of shareholding; Registrar dismissed rectification petition as beyond its jurisdiction.
Companies Act s.115 & s.45 – proof of membership; register of members as prima facie evidence; share certificate, allotment and transfer forms; Companies (Powers of the Registrar) Regulations SI No.71/2016 Reg 8 – limited rectification powers; Section 243 – remedy limited to members; jurisdictional limits — contractual and fraud disputes for High Court
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24 March 2026 |
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Whether non‑members may petition and whether irregularly filed share transfers warrant rectification rather than oppression relief.
Companies Act — locus standi — membership defined by subscription, transfer, allotment or transmission; Registrar’s powers — rectification and expungement of illegally or irregularly obtained filings; Share transfers — board authorisation, pre-emption rights, minutes and procedural compliance; Oppression — requires consistent and sustained conduct, higher threshold than unfairly prejudicial conduct; Fraud/forgery allegations — matters for courts of law.
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13 March 2026 |
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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).
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9 March 2026 |
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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.
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9 March 2026 |
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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).
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2 March 2026 |
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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.
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2 March 2026 |
| February 2026 |
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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.
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26 February 2026 |
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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.
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20 February 2026 |
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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.
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20 February 2026 |
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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).
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4 February 2026 |
| January 2026 |
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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.
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29 January 2026 |
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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).
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28 January 2026 |
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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.
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6 January 2026 |
| December 2025 |
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Hotel mark with dominant leaf device not confusingly similar to fashion/home mark; well‑known status in Uganda unproven.
Trade marks — likelihood of confusion — comparison of dominant elements and overall impression — goods/services dissimilarity — well‑known marks — defensive registration under Section 47 Trademarks Act — burden of proof — Paris Convention Article 6bis relevance limited without domestic registration.
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31 December 2025 |
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Registrar annulled irregular share transfers and expunged filings; dishonest conduct found but not oppression.
Companies Act s.243 – member oppression threshold; share transfers – requirement for board approval, notice and minutes; pre-emption rights; forgery/copying of specimen signatures; Registrar’s power to expunge irregular or illegally endorsed register entries.
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22 December 2025 |
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A premature trademark registration made while opposition is pending is void and the Registrar may cancel and expunge it to restore opposition proceedings.
Trade marks – Opposition proceedings – Premature registration while opposition pending – Breach of section 16(1) – Procedural illegality null and void ab initio – Registrar’s power to control and manage register (section 2(7)) – Cancellation/expungement to restore opposition stage – Section 23 inapplicable to procedural registration error – Section 88 alternative not mandatory in these circumstances.
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19 December 2025 |
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The Registrar found the dispute to be unfairly prejudicial (s244), not oppression (s243), and expunged two irregular resolutions.
Companies Act – oppression (s243) vs unfairly prejudicial conduct (s244) – jurisdictional division; validity of directors’ and special resolutions; requirement for notice, minutes and attendance records; expungement powers of Registrar under Regulations 8 and 32 SI No.71 of 2016.
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19 December 2025 |
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Whether allegedly forged board resolutions were invalid and should be expunged from the company register.
Companies law – validity of board resolutions – Articles of Association (Articles 52, 56) – forged or unauthorised signatures – Registrar’s power to expunge entries under Companies (Powers of the Registrar) Regulations (Regulations 8 and 32) – void ab initio.
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8 December 2025 |
| November 2025 |
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Executrix may challenge 2021 share transfers and company amendments; Registrar expunged illegal endorsements and restored original share status.
Companies law – Share transfers – validity of transfer instruments – requirement of proper execution and board/ordinary resolution approval; Companies (Powers of the Registrar) Regulations – power to expunge inaccurate/illegal endorsements and rectify register; Membership – subscribers vs. members; Amendments to memorandum/articles – requirement of valid special resolution; Executors’ locus to apply under Regulation 20(c).
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24 November 2025 |
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Applicant lacked locus standi after valid removal as member; application dismissed with no costs order.
Companies law — Removal of member/director — Board power under Articles to terminate membership; Companies (Powers of the Registrar) Regulations — locus standi to apply; Section 148(3) Companies Act — minutes presumed valid unless contrary proved; Validity of proxy and virtual participation in meetings; Registrar's prior determination and limits of Registry review.
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24 November 2025 |
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A purported forfeiture resolution passed without proper notice, quorum or board procedure is void and can be expunged.
Companies law – membership by subscription – locus standi of subscriber; corporate procedure – notice, quorum and minutes for general meetings; share forfeiture – requirement of board procedure and calls on unpaid shares; Registrar’s power to expunge irregular, inaccurate or illegally obtained entries under Companies (Powers of the Registrar) Regulations.
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20 November 2025 |
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Registrar found oppressive conduct from withheld financial information, ordered independent audit and barred petitioner’s share transfer.
Companies Act s243 – oppression petitions; private company governance and requisitioned AGMs; members’ information rights and audited accounts; transfer of shares in private companies – pre-emption/notice restrictions and capacity to transfer; Registrar’s remedial powers versus succession jurisdiction.
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4 November 2025 |
| October 2025 |
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Registrar ordered to expunge transfers and resolutions found invalid for forged signatures and procedural non‑compliance.
Company law – share transfer – requirement for properly executed transfer instrument and notice under Articles and s.83 Companies Act. Company law – removal of director – requirement of ordinary resolution, special notice and right to be heard under s.191. Company registrar powers – Regulation 8 (illegal endorsements) and power to expunge misleading or illegally obtained entries
Relief – rectification/expungement of register entries and related corporate documents
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31 October 2025 |
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Opposition dismissed for late filing and failure to disclose required particulars of registered marks.
Trade marks – opposition period – Regulation 28 requires opposition within 60 days from date of Gazette advertisement – computation from date of publication. Statutory interpretation – specific regulation prevails over general Interpretation Act where conflict arises. Constitution (Article 126(2)(e)) – cannot be used to evade mandatory statutory time limits; extensions available under Regulation 79. Pleading requirements – Regulation 29(2) mandates trademark numbers and Gazette particulars where opposition alleges resemblance to registered marks; failure to provide these particulars amounts to non‑disclosure of a cause of action. Registrar’s powers – dismiss opposition filed out of time or failing to disclose a cause of action
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21 October 2025 |
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Registration found erroneous due to confusing similarity; bad faith not proved; entry varied to remove “DIAMOND” and device.
Trade marks – registration in error – similarity and likelihood of confusion – disclaimer and section 19(2) effects – bad faith requires proof of dishonest intent – Registrar’s procedures exclude civil discovery; evidence by statutory declaration – remedy: variation of register under section 88.
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14 October 2025 |
| September 2025 |
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Registrar ordered expungement of illegally obtained share forfeiture and director removal documents for breach of Articles and s.191.
Company law – rectification of register; forfeiture of shares – requirements for calls, notice and board resolution (Articles 13–23); removal of director – special notice and opportunity to be heard (s.191); Registrar’s powers to expunge illegally/wrongfully obtained entries (Reg 8(2), Reg 32 SI No.71/2016); failure to follow Articles and statutory procedure renders registered documents invalid.
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22 September 2025 |
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Registrar empowered to expunge documents where the respondent’s alleged allotment and directorship were unauthorized and irregular.
Companies law – validity of allotment and appointment – requirement for minutes of meetings (s.148 Companies Act) and compliance with Articles of Association. Corporate procedure – transfers vs allotments – company cannot transfer its own unallotted shares. Registrar’s powers – rectification and expungement of misleading, inaccurate or illegally obtained entries under Companies (Powers of the Registrar) Regulations SI No.71 of 2016 (Regs. 8 and 32)
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18 September 2025 |
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Registrar expunged irregular director-appointments, upheld borrowing resolutions, and ordered Registrar to call and preside over a meeting to elect directors.
Company law – validity of member and director resolutions – requirement of 21 days' notice, minutes and quorum – effect of failure to give notice
Companies (
Powers of the Registrar) Regulations – power to expunge entries that are misleading, inaccurate, issued in error or illegally obtained. Corporate capacity – a company cannot hold its own shares; corrective reversion of shares lawful. Third parties and indoor management rule – protection of banks dealing in good faith; borrowing resolutions upheld against expungement
Jurisdiction – Registrar of Companies may not determine succession or will matters
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18 September 2025 |
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Registrar expunged bank-signatory resolutions passed without required notice; remedies limited by registrar's jurisdiction.
Companies law — notice to members and directors (ss.136–137 Companies Act; Article 49 Articles of Association) — validity of board resolutions and written resolutions (Table A: quorum and signing requirements) — Registrar's rectification powers under Companies (Powers of the Registrar) Regulations — limits where High Court proceedings pending; expunction of wrongfully registered bank-signatory resolutions.
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16 September 2025 |
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Registrar expunged illegally obtained director/member removal resolutions and ordered a full independent audit.
Companies Act; Registrar of Companies jurisdiction; removal of directors (s191) — special notice and right to be heard; Regulation 8 expungement of illegally/wrongfully obtained documents; forgery of signature; oppressive conduct; order for independent audit.
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16 September 2025 |
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Registrar finds director’s removal unlawful and company conduct oppressive; expunges forged resolutions and appointing entry.
Companies Act — Registrar’s jurisdiction under s.243 to hear oppression complaints and Regulation 8 to rectify company register; Director removal — s.191 requirements (ordinary resolution, special notice, right to be heard); Oppression — concealment of information, continuous course of conduct, lack of minutes (s.148) and forgery as grounds for relief; Forensic evidence — forged signatures invalidate resolutions; Remedies — expungement of illegally/wrongfully obtained entries from company register.
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15 September 2025 |
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Prior "ZEBRA" registration defeats later "BLACK ZEBRA" registrations for confusing similarity; infringement reserved for court.
Trade marks – Rectification/cancellation under section 88 – Relative grounds: confusing similarity under section 25 – dominant element ‘ZEBRA’ and zebra device; Registrar’s jurisdiction limited to registration matters; bad faith must be pleaded with particulars; non-use relief requires separate application under section 46 and Regulation 71; infringement/passing off reserved for the High Court.
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12 September 2025 |
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Opposition to a trademark application must follow gazette publication and requires proof of use or intention to use the mark.
Intellectual property law – trademarks – opposition proceedings – requirement of publication in gazette – standing to oppose registration – ownership rights in marks created during the course of employment – requirement of use or intention to use as basis of opposition.
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12 September 2025 |
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Registrar of Companies lacks jurisdiction over allegations not grounded in oppression or register rectification under the Companies Act.
Company law – Registrar of Companies – statutory jurisdiction – oppression of minority shareholders – appointment of inspector – want of jurisdiction – rectification of company register – distinction between prejudice and oppression.
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2 September 2025 |
| August 2025 |
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The court reinstated a director and shareholder following an unauthorized transfer of shares and improper directorship removal.
Company law – Shares and directorship – Unauthorized transfer of shares – Procedurally improper removal of director – Remedies for wrongful transfer and removal.
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4 August 2025 |
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The court nullified an unauthorized share transfer causing minority oppression and upheld lawful loan acquisition under company regulations.
Company Law – Share transfer validity – Minority oppression under company regulations – Authorization in borrowing procedures
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4 August 2025 |
| July 2025 |
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9 July 2025 |
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Trademark—bad faith–deceptive conduct—opposition to registration—transfer of business—covenant not to compete—dishonest motive—no evidence in reply–failure to refute opponent’s claims—attempt to reacquire trademark rights via new company—registrar finds fraudulent intent–application refused—costs
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8 July 2025 |
| June 2025 |
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Company Law – Shareholder Rights – Illegal Endorsements – Company Register – Rectification of Register – Fraudulent Share Transfer – Sale of Company Property – Registrar’s Powers under SI No. 71 of 2016 – Beneficial Ownership – Digital Company Records – Forgery of Signatures
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12 June 2025 |
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10 June 2025 |
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Trademark Law – likelihood of confusion – visual, conceptual, and Phonetic Comparison – test of overall impression – importance of color combinations – double similarity requirement
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2 June 2025 |
| May 2025 |
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Company Law—Rectification of Company Register—fraudulent alteration of shareholding and directorship—Sections 9, 10, 16, 83, 144, 148 of the Companies Act—Regulation 8 of the Companies (Powers of the Registrar) Regulations SI No. 71 of 2016—no proper instrument of transfer—lack of notices, meetings, or minutes—unauthorized amendment of memorandum and articles—Registrar empowered to expunge misleading, illegal entries—application for rectification allowed
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27 May 2025 |