Company Law

Rukikaire Mathew V Incafex (U) Ltd (CIVIL APPPEAL NO. 03 OF 2015) [2017] UGSC 42 (10 October 2017);


Search Summary: 

The appellant sued the respondent for a
declaration as a member of the company. The
appellant alleged that he had been locked out
of the company business and meetings a
manner that was repressive. The respondent
contended that the appellant had never been a
member of the company as he had never paid
for the allotted shares and that he held shares
for a foreign company in trust. The trial court
agree with the petitioner but the court of appeal
set aside the decision of the trial court on the
ground that the appellant hadn’t proved that the
appellant had paid for the allotted share. That
decision is the subject of the appeal on the
grounds of membership, the compensation of
the foreign company, the oppression of the
appellant and payment of the allotted shares.

Headnote and Holding: 

The court held that that a person becomes a
shareholder or member of a company if
allotment is followed by registration. That it
is the duty of the company to enter the name of
each shareholder into the company register and

to indicate the amount paid on the shares,
that it couldn’t visit the failure of the
company onto the shareholder. That that the
appellant was a member of the company to
whom 450 shares were allotted, since the
appearance of one’s name on the Company’s
Annual Return may be evidence of
membership. That the lack of evidence that the
appellant had paid for the 450 shares does not
affect his membership in the company. That
the member having been denied the attendance
of the meetings was oppressed. That the order
of winding up couldn’t be awarded as there
remained some matters of compensation to be


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