KAMPALA, Uganda The Registrar of Companies, Uganda Registration Service Bureau, has ordered the reinstatement of the former Director of All Saints Primary School, Lweza, as a shareholder after he was removed from office as director and the company’s shareholding structure was based on forged resolutions.

The applicant, Byanso Charles, is a shareholder and was a director in the company until he was removed by resolutions on the 30th of May, 2024, and contends that he was illegally removed at that time he had an incorporation of 40% shares in the school.

Byanso, who is a son to the first respondent, Nalongo Mary Namuwawu, in his case argues that he was unlawfully stopped from working as a director and denied access to the company website and bank by forging his signatures, which constituted him to file an application against Nalongo Mary Namuwawu, Babirye Annet Balyama and Zalwango Eva.

The relationship between the two Byanso and Namuwawu, got sour after the after she bought Babirye Annet Balyama and Zalwango Eva as shareholders and directors in the school and called for an ordinary
meeting that was due on the 14th day of December 2022, where she intended to transfer some of her shares to them as her siblings.

Byanso further asserts that no resolution was reached during the meeting, as he opposed the proposal to transfer the shares to them, citing failure to consider the children of their deceased brother. He was later shocked when he discovered that a resolution was registered with his signature and that Namuwawu had chosen to relinquish forty of her fifty shares to Zalawango and Babirye, making them shareholders in the company with twenty per cent shares each.

Byanso argues that Namuwawu and her siblings, in a surreptitious manner, proceeded to pass various resolutions changing bank account signatories, mismanaged company funds and even proceeded to remove him as a director and secretary from the company, which prompted him to file a case at Kajjansi Police Station of forgery against them, where he obtained a forensic analysis report from Police confirming his signatures were forged.

In their response, the first respondent, Namuwawu, and others argue that she worked tirelessly under difficult circumstances, saving up every penny and making countless sacrifices to provide for all her children, including Byanso; through her sheer determination and relentless effort, she was able to establish the school and employ Byanso as her eldest son.

She further contends that despite her struggle and perseverance, she has now found herself and her other children being exploited by her son Byanso, who also continues to drain her financially and profit from her years of toil and sacrifice.

She revealed that as a selfless mother, she entrusted the applicant, her biological son, with the incorporation process in 2011, believing that as her child, he would act in good faith and with the family’s best interest at heart. She later realised that her son had unilaterally issued 40% of the shares to himself without her clearance.

Byanso’s mismanagement is what prompted the company shareholders to remove him as director and signatory to the company accounts to save the company from winding up. After his removal as director, through his lawyers, Katende& Sepebwa, Advocates, served her with a letter requesting to exercise the right of preemption, as he wished to dispose of his shareholding in the company, which the mother decided to invite him for a meeting about, as he wanted to settle the dispute amicably but failed.

The Registrar of Companies, Daniel Nasasira, found out a forensic analysis report revealed significant discrepancies in the applicant’s signature, including the signature variation, skill, execution style, legibility, terminal stroke, stroke connectivity and overall construction of the applicant’s signature.

Nasasira added that the report further compelled evidence that the individual who authored the sample signature could not have been the applicant and that the respondents failed to provide evidence to challenge the report and instead opted to present only a narrative arguing against its consideration by the Registrar of Companies.

”I find that the resolution dated 20th March 2023, which contains the applicant’s forged signature, along with all subsequent resolutions filed after this date, were submitted fraudulently and unlawfully; the illicit introduction of new shareholders in the company using forged signatures indicated a strategic move to enable the passing of resolutions aimed at removing the applicant from the position of director, the appointment of new directors and the change of bank signatories,” Nasasira ruled.

I find that all resolutions that were filed subsequent to this resolution and signed by the second and third respondents are void and subject to be expunged from the company register for being illegal endorsements according to regulation 8 of the Companies (Powers of the Registrar) Regulations No. 71 of
2016. Nasaira added

”All subsequent resolutions filed after the 21st day of March 2023 bearing the signatures of the second and third respondents vide resolutions dated 30th May and 12th February 2024 changing bank signatories be expunged as they are a result of an illegal endorsement effected in the resolution registered on 21st March 2023; each party shall bear its own costs.” Nasasira ordered