The Registrar of Companies has dismissed a petition by Victoria Motors Limited shareholders Samuel John Kibuuka and Mercantile Executive Services Limited, ending a contentious attempt to force regulatory intervention into the company’s governance while directing the parties to proceed with an Annual General Meeting scheduled for September 25, 2026.
Assistant Registrar of Companies Daniel Nasasira dismissed the petition on August 21, 2026, ruling that the shareholders had relied on the wrong statutory mechanism when they sought the Registrar’s intervention.
The ruling, however, comes against the backdrop of a wider corporate dispute involving the company’s board, shareholder rights, proposed changes to the board and separate litigation before the High Court.
Victoria Motors Limited, a company incorporated in Uganda in 1964, was dragged before the Registrar after Kibuuka and Mercantile Executive Services claimed that the company had failed to hold an AGM since February 23, 2021.
The petitioners argued that the prolonged absence of an AGM had left directors in office beyond the period contemplated by the company’s Articles of Association and had undermined shareholder oversight.
They claimed that the situation had created a corporate deadlock and denied shareholders the opportunity to elect, supervise and hold the board accountable.
Shareholders sought board overhaul
The shareholders said they formally requisitioned a meeting on March 24, 2026, seeking, among other things, the retirement of all current directors and the appointment of a new board.
They also wanted the company’s financial performance and affairs for the financial years 2022 to 2025 reviewed.
The petitioners further submitted names and CVs of individuals they proposed for appointment to the board, but claimed that the company neither convened the requested meeting nor responded to their requisition.
They subsequently asked the Registrar to order an AGM within 21 days, supervise the meeting and ensure compliance with the Companies Act and the company’s Articles of Association concerning the retirement and election of directors.
The petitioners also sought the tabling of financial accounts for 2022–2025, appointment of auditors, appointment of directors and presentation of the company’s five-year strategy.
Victoria Motors fought back
Victoria Motors strongly opposed the petition, describing it as misconceived, incompetent and brought in bad faith.
The company argued that the shareholders’ March 24 requisition was not for an AGM at all, but for an Extraordinary General Meeting (EGM) under Article 56 of its Articles of Association and Section 135 of the Companies Act.
That distinction ultimately became the central issue in the case.
The company also argued that the proceedings were an attempt to circumvent separate cases already pending before the High Court involving Kibuuka, Mercantile Executive Services and Victoria Motors.
According to the company, a reconstituted board could potentially deal with a disputed share transfer involving Ben Michael Kiiza, whose interests were also linked to the dispute.
Victoria Motors further rejected the allegation that it had simply stopped holding general meetings, claiming that it had routinely convened AGMs in which the petitioners participated through a proxy.
The company maintained that its directors remained validly in office and that it was not opposed to an AGM, provided it was properly convened and conducted in accordance with the law and its Articles of Association.
Registrar finds fatal procedural flaw
In a decisive finding, Nasasira agreed with Victoria Motors that the petitioners had invoked the wrong legal provision.
The Registrar examined the actual requisition submitted by the shareholders and found that it was expressly titled “Request for Extraordinary General Meeting of Victoria Motors Limited.”
The document also expressly invoked Article 56 of the company’s Articles and Section 135 of the Companies Act, provisions dealing with EGMs.
The Registrar held that Section 134(4), which gives the Registrar powers to call or direct the calling of a general meeting where there is default following a requisition for an AGM, could only be triggered by a requisition properly made under Section 134(2).
In this case, no separate AGM requisition under Section 134(2) had been presented.
“The statutory foundation” required for the Registrar to intervene was therefore absent, the ruling found.
The Registrar consequently upheld Victoria Motors’ preliminary objection and ruled that the petition could not succeed on the legal basis on which it had been filed.
September AGM now takes centre stage
Despite dismissing the petition, the Registrar noted an important development that occurred after the case was filed.
On August 17, 2026, Victoria Motors issued a notice to shareholders convening an AGM for September 25, 2026.
The agenda includes consideration and adoption of the company’s audited financial statements and reports, the Directors’ Report and Auditors’ Report, as well as the retirement, election or re-election of directors and consideration of directors’ remuneration.
The Registrar directed the parties to proceed with the scheduled meeting and ensure that it is conducted strictly in accordance with the Companies Act and the company’s Articles.
The company was specifically reminded to properly notify all persons entitled to attend and to keep proper attendance records, minutes and resolutions and file the necessary records with the Companies Registry.
Proxy row remains unresolved
A potentially explosive issue surrounding the forthcoming AGM was, however, left for the High Court.
The petitioners had raised concerns over an addendum to the AGM notice which they said sought to prevent their appointed proxy, Ben Michael Kiiza, from attending the meeting.
They also alleged that the addendum sought to restrict their lawyers from attending because of alleged actual, potential or apparent conflicts of interest.
Victoria Motors, on the other hand, maintained that its directors had authority to regulate the conduct of company meetings and that the circumstances did not warrant outside intervention.
Nasasira declined to determine the validity or effect of the addendum, the alleged conflicts of interest or the eligibility of particular representatives.
He said those questions fell outside the Registrar’s mandate and advised the petitioners to seek appropriate relief before the High Court.
Registrar warns both sides against turning AGM into another battlefield
Although the petition was dismissed, the Registrar used the ruling to deliver a pointed reminder about the purpose of an AGM.
Nasasira said an AGM is not merely a statutory formality but one of the principal mechanisms through which shareholders receive information about a company, examine its financial performance, appoint or re-elect directors and auditors and exercise corporate oversight.
He stressed that shareholders who lawfully appoint proxies should ordinarily have their representation respected, subject to lawful limitations.
He also urged both the board and shareholders to approach the September meeting with restraint, good faith and corporate responsibility rather than allowing their existing disputes to derail the company’s operations.
Petition dismissed without costs
In the final order, the Registrar dismissed the petition with no order as to costs.
The ruling means Kibuuka and Mercantile Executive Services did not obtain the regulatory orders they had sought under Section 134(4).
Instead, the Registrar pointed them toward the proper statutory route for requisitioning an AGM under Section 134(2), while acknowledging that Victoria Motors had already scheduled the September 25 meeting.
The decision leaves the September AGM as the next major flashpoint in the long-running shareholder dispute.
With the agenda set to include the retirement, election and possible re-election of directors, and with unresolved disagreements over shareholder representation and proxies already hanging over the meeting, the September gathering could prove critical for the future governance of one of Uganda’s long-established motor companies.
For now, however, the Registrar has made one thing clear: the battle over Victoria Motors’ governance must proceed within the boundaries of the Companies Act and the company’s Articles of Association.
The petition was dismissed on August 21, 2026, with no order as to costs.
