Registrar orders restoration of Global Outreach director
Assistant Registrar of Companies Daniel Nasasira expunged an ordinary resolution dated October 8, 2025, which purported to remove Garner as a director, ruling that the resolution was illegally and wrongfully obtained.
Registrar orders restoration of Global Outreach director
________________
The Registrar of Companies has ordered the restoration of the company register to the position it occupied before a resolution that removed Global Outreach Development East Africa Limited founder Gregg Daniel Garner as a director.
Assistant Registrar of Companies Daniel Nasasira expunged an ordinary resolution dated October 8, 2025, which purported to remove Garner as a director, ruling that the resolution was illegally and wrongfully obtained.
Nasasira also ordered the expunging of Company Form 20 dated October 12, 2025 and filed on October 14, 2025, which omitted Garner from the company’s list of directors.
The Registrar further directed that the company register be restored to the position it occupied before the impugned filings.
The ruling arose from a petition filed by Garner under the Companies Act and the Companies (Powers of the Registrar) Regulations.
Garner, a founding member and former director of Global Outreach Development East Africa Limited, challenged the resolution, arguing that his removal was procedurally defective.
The company, however, argued that Garner had resigned from leadership positions in G.O.D International on October 8, 2025 and that his resignation had resulted in his directorship becoming vacant.
The company further argued that it subsequently passed a resolution and made the necessary filings with the Registrar.
In his ruling, Nasasira rejected the company’s argument that Garner’s resignation from G.O.D International amounted to a resignation from Global Outreach Development East Africa Limited.
He noted that companies are separate legal entities and that affiliation between the two companies did not merge their separate legal identities.
The Registrar found that the removal of a director through an ordinary resolution is subject to statutory safeguards, including special notice and an opportunity for the affected director to be heard.
Nasasira said there was no evidence before him that the required special notice had been issued or that Garner had been given an opportunity to be heard before the October 8 resolution was passed.
However, the Registrar rejected Garner’s claim that he had been subjected to oppression under the Companies Act.
Nasasira found that although company records showed Garner was a member at incorporation, the records indicated that the membership changed in November 2019.
The members listed after the change were John Nyago, Peter Kimbugwe, Josephine Nakimuli and Francis Lubega.
The Registrar said Garner had not provided sufficient evidence to establish that he remained a member after November 6, 2019.
He therefore held that Garner lacked the statutory standing required to bring an oppression claim under the Companies Act.
Nasasira clarified that the finding did not determine whether the conduct complained of was fair or proper in relation to Garner in his capacity as a director or former office holder.
The Registrar also declined to determine Garner’s complaints concerning the company’s cease-and-desist letter, noting that the letter was not a register entry and therefore fell outside the Registrar’s rectification jurisdiction.