Registrar strikes out disputed company records after membership row
The petitioners told the Registrar that they were founding subscribers and members of Light of the Lord Global Missions Uganda Ltd, a company limited by guarantee incorporated on January 19, 2010.
Registrar strikes out disputed company records after membership row
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The Registrar of Companies has ordered the removal of disputed resolutions and statutory filings concerning Light of the Lord Global Missions Uganda Ltd from the Companies Register after finding that some members were not notified about meetings at which the changes were made.
The decision followed a petition filed by John Baptist Ahimbisibwe and Stephen Nuwaga Bagambe, who challenged changes to the company’s membership, directorship and other company records.
The petitioners told the Registrar that they were founding subscribers and members of Light of the Lord Global Missions Uganda Ltd, a company limited by guarantee incorporated on January 19, 2010.
They alleged that their signatures had been fabricated on company documents and that resolutions had been passed without their knowledge or participation.
They also challenged changes to the company’s membership, directorship, secretary and registered address.
The respondents, including Alleyn Patience Kiwana, Joyce Nakigudde, John Huxley Muhanguzi, Penelope Chandali and Kellen Kemirembe Kanyontore, denied the allegations.
They maintained that the changes were made through company resolutions and statutory filings.
In his ruling, Nasasira found that the petitioners were members of Light of the Lord Global Missions Uganda Ltd before the disputed changes were made.
The Registrar said the company’s articles provided procedures for termination of membership. Under Article 4, a member could voluntarily resign in writing, while Article 5 gave the directors powers to terminate membership under specified circumstances.
Nasasira said a September 10, 2025, special resolution purporting to cease the petitioners as members so that they could “move on to focus on their personal pastoral projects” could not be treated as a voluntary resignation because the procedure under Article 4 had not been followed.
The Registrar also noted that Article 15 required at least 21 days’ written notice for an annual general meeting or a meeting considering a special resolution.
According to the ruling, the respondents did not provide evidence that the petitioners had been given the required notice or had waived the requirement.
The respondents also did not produce meeting minutes showing that the petitioners had attended or participated in the meetings, despite the petitioners disputing the signatures and the meetings.
The Registrar ordered that the disputed resolutions and corresponding statutory filings be expunged from the Companies Register.
He also ordered the removal of a board resolution dated October 30, 2025, which authorised Uganda shilling and US dollar accounts with Diamond Trust Bank and appointed Kiwana as the sole signatory.
The March 13, 2026, ordinary resolution changing the directors and beneficial ownership, together with the related statutory filings, including Form 20 filed on May 14, 2026, was also ordered expunged.
The Registrar directed that the register of Light of the Lord Global Missions Uganda Ltd be restored to the position it was in immediately before the first disputed filing.
However, Nasasira declined to determine the validity of the dissolution of Tkadoecen Primary School business name and the subsequent incorporation of Tkadoecen Primary School Uganda Ltd.
He said the authenticity and authorisation of the transactions required further investigation and determination by a court of competent jurisdiction.
The Registrar clarified that his finding that the documents were wrongfully or illegally obtained was made within his statutory jurisdiction over the Companies Register and did not amount to a criminal finding of forgery or fraud against any individual.
He made no order as to costs.