[2025] UGCommC 15

[2025] UGCommC 15

The court found that Ronald Kanyerezi Mark Oliver is untraceable and his continued listing as a shareholder hinders the company's operations. While the applicant sought reversion of shares directly to Dr. Ben Mugasha, the court determined that the interests of the absent shareholder must be protected. Accordingly, the shares are to revert to the company and be held in trust for Kanyerezi until claimed. If unclaimed for three years, the company may sell the shares after proper valuation and public notice. The court exercised its power under section 125 of the Companies Act to rectify the register, balancing the need for business continuity with the protection of shareholder property rights.

Citation
[2025] UGCommC 15
Parties
Applicant: Dr. Ben Mugasha; Respondent: Ronald Kanyerezi Mark Oliver
Court
Commercial Court of Uganda
Jurisdiction
Uganda
Judgment Date
25 February 2025
Case Number
Companies Cause 33 of 2024
Procedural Posture
Companies Cause / Ruling
Outcome
application partially granted
Judges
Kahigi Asiimwe, J
Legal Topics
Rectification of Share Register, Untraceable Shareholder, Share Reversion, Company Management, Trust for Absent Member
Source Language
English
Commercial and Corporate Rectification of Share Register Untraceable Shareholder Share Reversion Company Management Trust for Absent Member

Case Brief

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Parties

Dr. Ben Mugasha

Applicant

Ronald Kanyerezi Mark Oliver

Respondent

Procedural Posture

Companies Cause / Ruling

Legal Issues

  1. 1 Whether the shares of Ronald Kanyerezi Mark Oliver should revert to Dr. Ben Mugasha, the majority shareholder in the company.
  2. 2 How the company register should be rectified in light of an untraceable shareholder.
  3. 3 What protection should be afforded to the interests of the absent shareholder.

Ratio Decidendi

The court found that Ronald Kanyerezi Mark Oliver is untraceable and his continued listing as a shareholder hinders the company's operations. While the applicant sought reversion of shares directly to Dr. Ben Mugasha, the court determined that the interests of the absent shareholder must be protected. Accordingly, the shares are to revert to the company and be held in trust for Kanyerezi until claimed. If unclaimed for three years, the company may sell the shares after proper valuation and public notice. The court exercised its power under section 125 of the Companies Act to rectify the register, balancing the need for business continuity with the protection of shareholder property rights.

Court Disposition

application partially granted

Orders

  • The Registrar of Companies is directed to rectify the register to remove Ronald Kanyerezi Mark Oliver from the Register.
  • Ronald Kanyerezi's 3,600 shares revert to the company and be held in trust for him until claimed. Any dividends declared during that period shall also be held in trust for him.