The application
Batangaya & Others v Igara Growers Tea Factory Limited, [2026] UGRSB 38, was decided by the Assistant Registrar of Companies on 10 July 2026. The applicants were shareholders of a tea company with some 7,000 members. On their reading of the company's own registered resolution, the term of the board had come to an end in August 2025. The board had nonetheless continued to lodge documents at the companies registry in the company's name, and the applicants asked the Registrar to stop it.
The application was brought under the Companies Act, Cap. 106 and the Companies (Powers of the Registrar) Regulations, 2016, which govern applications to the Registrar for the correction of the register and for directions on filings. Evidence before the Registrar is given by statutory declaration under section 286 of the Act, and the applicants' declarations exhibited the registered resolution fixing the term of the board and the filings made after that term had expired.
The ruling
The company objected to the application on several grounds, including that the Registrar had no power to decide questions of corporate mandate and that the dispute belonged in the High Court. The Registrar dismissed each objection. On the face of the registered resolution, the board's mandate had expired in August 2025, and the persons purporting to act as directors were restrained from lodging any further filings with the companies registry.
The Registrar did not decide who now holds the mandate to govern the company. That question turns on the members' rights under the company's articles and on the convening of a meeting at which a new board can be elected, and it was referred to the High Court under section 138 of the Act, which gives the court power to order a meeting where it is impracticable to call one in the manner the articles prescribe. The ruling therefore holds the register still while the members' dispute is heard in the forum that can resolve it.
Why the ruling matters
The ruling is of use to companies with large memberships, cooperatives that have converted to companies and other member-owned enterprises, in which boards outlast their terms because no one has the standing or the resources to call a meeting. Where a board's term has expired on the company's own registered documents, the Registrar can decline its filings and restrain it from making more, and the members can obtain that relief from the Registrar on a statutory declaration without first proceeding in the High Court. The register is held in the state the registered documents support until the court decides who may change it.
Two consequences follow for directors. The first is that the expiry of an appointment is treated as no appointment at all, so that the protection section 187 of the Act gives to acts done under a defective appointment is not available to those who knew their term had run; the Registrar's ruling proceeds on that footing. The second is that filings made after the expiry of the mandate are exposed to rectification under section 121, which permits the court to order the correction of the register where an entry was made without sufficient cause.
Counsel and the firm's practice
Kelvin Balyebuga and Kabemerika Margret appeared for the applicants. The firm's Corporate & Commercial and Dispute Resolution practices act for members, directors and companies on applications before the Registrar, on the convening of meetings under section 138 where a board has lapsed or a company has stalled, on the rectification of the register and on the proceedings that follow.