The Registrar of Companies has dismissed a petition filed by minority shareholders of legacy automotive dealer Victoria Motors Limited, ending an attempt to force regulatory intervention to overhaul the company’s board of directors and clear the way for a crucial Annual General Meeting (AGM) on September 25, 2026.
In a ruling delivered on August 21, 2026, Assistant Registrar of Companies Daniel Nasasira held that the petitioners—shareholders Samuel John Kibuuka and Mercantile Executive Services Limited—relied on the wrong statutory provisions in their attempt to compel regulatory intervention under the Companies Act.
1. The Grievance: Deadlock Claims and Board Overhaul Push
Incorporated in Uganda in 1964, Victoria Motors became embroiled in regulatory proceedings after the petitioners alleged that the company had not held an AGM since February 23, 2021.
The petitioners argued that:
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Governance Deadlock: The prolonged absence of an AGM left directors in office beyond the tenure contemplated by the company’s Articles of Association.
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Lack of Accountability: Shareholders had been denied the statutory opportunity to review audited financial statements for FY 2022 through 2025.
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Proposed Board Replacement: In a formal requisition dated March 24, 2026, the petitioners demanded the retirement of all serving directors, submitted CVs of proposed replacements, and sought the appointment of new external auditors.
When management did not convene the requested meeting, the shareholders petitioned the Registrar under Section 134(4) of the Companies Act, seeking an order to convene, supervise, and direct an AGM within 21 days.
2. Victoria Motors Fights Back: Procedural Flaws & Litigation Shield
Victoria Motors opposed the application, raising preliminary legal objections:
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Procedural Misdirection: The company argued that the shareholders’ March 24 document was explicitly titled a “Request for Extraordinary General Meeting” under Article 56 and Section 135, rather than a requisition for an AGM under Section 134(2).
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Parallel High Court Litigation: Management argued that the petition was an attempt to circumvent ongoing High Court cases involving disputed share transfers tied to Ben Michael Kiiza.
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No General Default: The company maintained that general meetings had routinely been convened with proxy participation and affirmed that directors remained validly in office.
Legal Dispute Summary:
├── Petitioners: Samuel John Kibuuka & Mercantile Executive Services Ltd
├── Respondent: Victoria Motors Limited
├── Core Legal Issue: Section 134 (AGM Requisition) vs. Section 135 (EGM Requisition)
├── Key Ruling: Petition dismissed over statutory misalignment; no order as to costs
└── Next Step: Scheduled AGM on September 25, 2026
3. The Registrar’s Decision: A Fatal Statutory Defect
Examining the documentation, Assistant Registrar Daniel Nasasira determined that the statutory threshold to trigger the Registrar’s default powers under Section 134(4) had not been met.
Because the petitioners’ requisition explicitly cited EGM provisions rather than a formal AGM demand under Section 134(2), the regulatory basis for the Registrar to step in and unilaterally convene an AGM was legally absent. The petition was consequently dismissed with no order as to costs.
4. Flashpoint Shifts to September 25 AGM
Despite dismissing the petition, the Registrar highlighted that Victoria Motors had already issued a formal notice on August 17, 2026, convening an AGM for September 25, 2026.
Key Agenda for the September 25 Meeting:
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Review and adoption of audited financial statements (2022–2025).
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Presentation and consideration of the Directors’ and Auditors’ Reports.
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Statutory retirement, election, and re-election of Board Directors.
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Determination of directors’ remuneration and appointment of external auditors.
The Unresolved Proxy Dispute
A separate dispute over representation was directed to the courts. The petitioners challenged an addendum to the AGM notice that sought to restrict their appointed proxy, Ben Michael Kiiza, and their legal counsel over alleged conflicts of interest.
The Registrar declined to rule on the addendum, stating that disputes over proxy eligibility and representation fall strictly under the jurisdiction of the High Court.
Nasasira concluded with a directive reminding both corporate executives and shareholders that AGMs are fundamental pillars of corporate governance, urging both factions to approach the upcoming September meeting with good faith and regulatory compliance.
