TABLE OF CONTENTS
DECLARATION ii
APPROVAL iii
DEDICATION iv
ACKNOWLEDGEMENT v
LIST OF STATUES vi
CASES vi
CHAPTER ONE 1
INTRODUCTION 1
1 .0 General introduction
1. 1 Histoiy and background of the study 3
1.2 Statement of the problem 6
1.3 Objectives of the Study 6
1 .4 Research questions 7
1.5 Scope of the Research 7
1.6 Significance of the study 7
1.7 Research methodology 7
1 .8 Literature review 7
1 .8 Chapterization 9
CHAPTER TWO 11
THE CONCEPT PERTAINING COMPANY LAW IN UGANDA 11
2. 1 Formation of a company and other business entities 11
2.1.1 Directors 14
2.1.2 Appointment 17
2. 1 .3 Termination of directorship 20
2.1.4 Disqualification of the director 22
2.1.5 Fiduciary duties of Directors 23
2.2 Secretaries 31
2.3 The Company Auditor 35
2.4 Partnerships 37
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CHAPTER THREE .39
3.0 introduction 39
3.0.1 Statutory Duties of directors 39
3.0.1 What are the consequences of breach9 53
3.1 Auditors 55
3.2 Secretary 56
3.3 The Partnership Act 2010 under Section 30 provides that it’s the duty of partners 58
3.4 Liability of partners 5$
3.5 Lifting of the corporate veil 60
3.6 Statutory lifting of veil 61
3.7 Lifting the veil under case law 63
3.8 The ultra vires doctrine 66
CHAPTER FOUR 68
ENFORCEMENT AND PROTECTION OF THE SHAREHOLDER’S RIGHTS AND
CREDITORS IN UGANDA 6$
4.0 Introduction 6$
4. 1 What is Enforcement9 6$
4.2 Why have enforcement of these duties9 72
4.3 Enforcement of rights under common law 73
4.4 Corporate irregularities and personal shareholders rights 87
CHAPTER FIVE 91
5.0 Introduction 91
5.1 Observations 91
5.2 Findings 91
5.3 Recommendations 91
5.4 Conclusion 93
5.5 References! Bibliography 95
Articles, Reports 95
CHAPTER ONE INTRODUCTION 1.0 General introduction. “The research analysis on the legal frame works on the duties and liabilities of company directors and other officers in Uganda.” This chapter will cover history and background of the study, statement ofthe problem, and objectives ofthe study, research questions, and scope of the research, significant of the study, research methodology, literature review, and characterization. The above mentioned areas are of significance in this study since the chapter is the very foundation and reason why am carrying out this study. in Uganda there is a variety of business organizations recognized by law such as the sole proprietorship, partnership, and the incorporated companies. The Black’s Law Dictionary ‘defines a company as follows: A corporation, or less commonly, an association, partnership, a union that carries on a commercial or industrial enterprise. Corporation, partnership, association, joint stock company incorporated or not and (in an official capacity)any receiver, trustee bankruptcy, or similar official or liquidating agent ,for any of the foregoing issues in relation of a number of people for some common object or objects. The above definitions describe accompany as an association, however this could be a bit uncertain because all members in an association should participate in the planning, decision — making and controls of the association. This cannot be attained in companies where shareholders number is in thousands. Companies have got two forms that is to say~ private and public. Section 5(1)(b) of the Companies Act 2012 defines a private company as accompany which limits the number of its members to 50 excluding past and present employees of the company who are shareholders and which by its articles, restricts the rights to transfer shares of the company to the public. These are companies whose minimum number of members is 2 people.