mbembetu ndikwege vs frame co ltd 2011 tzhccomd 2051 2 september 2011

mbembetu ndikwege vs frame co ltd 2011 tzhccomd 2051 2 september 2011

Frambe Company Ltd had not commenced business within a year of its incorporation, as all business activities and licenses were in the name of the petitioner individually, not the company. There is a deadlock and irreconcilable differences between the two sole shareholders/directors, making it just and equitable to wind up the company. Both section 279(1)(b) and (e) of the Companies Act apply, and the company is ordered to be wound up.

Citation
mbembetu ndikwege vs frame co ltd 2011 tzhccomd 2051 2 september 2011
Parties
Petitioner: Mbembetu Ndikwege; Respondent: Frambe Company Ltd
Court
TZHCCOMD
Jurisdiction
Tanzania
Judgment Date
2 September 2011
Procedural Posture
Company Winding Up Petition / Final Judgment
Outcome
Petition granted; company ordered to be wound up.
Legal Topics
Winding Up of Companies, Shareholder Disputes, Company Not Commencing Business, Just and Equitable Grounds for Winding Up
Source Language
English
Company Law Insolvency Winding Up of Companies Shareholder Disputes Company Not Commencing Business Just and Equitable Grounds for Winding Up

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Parties

Mbembetu Ndikwege

Petitioner

Frambe Company Ltd

Respondent

Procedural Posture

Company Winding Up Petition / Final Judgment

Legal Issues

  1. 1 Whether Frambe Company Ltd should be wound up under section 279(1)(b) and/or (e) of the Companies Act, Cap.212 [R.E. 2002]
  2. 2 Whether the company commenced business within a year of incorporation
  3. 3 Whether irreconcilable differences between shareholders/directors justify winding up

Ratio Decidendi

Frambe Company Ltd had not commenced business within a year of its incorporation, as all business activities and licenses were in the name of the petitioner individually, not the company. There is a deadlock and irreconcilable differences between the two sole shareholders/directors, making it just and equitable to wind up the company. Both section 279(1)(b) and (e) of the Companies Act apply, and the company is ordered to be wound up.

Court Disposition

Petition granted; company ordered to be wound up.

Orders

  • Frambe Company Ltd is wound up under section 279(1)(b) and (e) of the Companies Act, Cap.212 [R.E. 2002].
  • The company must immediately forward the winding up order to the Registrar of Companies for registration.