The High Court commercial division has denied a petition to transfer 20 percent of shares from an absent Bemuga Forwarders Limited director to Dr. Ben Mugasha, the company's majority stakeholder.
Justice Patricia Kahigi Asiimwe approved Ronald Kanyerezi Mark Oliver's removal from the shareholder registry but refused to reassign his ownership stake to Mugasha. In court documents supporting his application, Mugasha explained that Kanyerezi possessed 36,000 shares, representing a 20 percent ownership interest. The company had initially brought Kanyerezi aboard because of his technical expertise and potential to drive business expansion. According to Mugasha, when these contributions failed to materialize, Kanyerezi abandoned his position as chief executive officer without notice.
Company representatives attempted to locate him but learned from his father that he had departed for better opportunities abroad. Mugasha further stated that Kanyerezi faced criminal investigations with Kampala police regarding Shs 1.6 billion in missing funds. Additionally, he allegedly caused Bemuga Forwarders to experience financial damages totaling Shs 2.022 billion. His disappearance reportedly coincided with requests to explain these financial matters. No one has heard from him since December 2021.
The judge recognized the necessity for business continuity and permitted Kanyerezi's removal from the shareholder roster. However, she emphasized that shares constitute property, and stakeholder interests require protection. Justice Asiimwe explained that courts must balance the interests of untraceable shareholders against those of remaining stakeholders and the company itself. She determined that Kanyerezi should be removed to allow company operations to continue but declined to transfer his shares directly to Mugasha.
Instead, the court ordered that Kanyerezi's shares revert to the company and remain held in trust for his benefit until claimed. The judge further stipulated that both shares and accumulated dividends should remain in trust for three years. If left unclaimed after this period, they may be offered for sale to interested parties following professional valuation and public advertisement in a widely circulated newspaper.
Bermuda Forwarders specializes in heavy machinery rental, transportation services, and clearing and forwarding operations. The company made substantial investments in equipment for oil exploration projects. Unfortunately, much of this machinery remained unused, resulting in significant financial losses that nearly bankrupted the organization.
Justice Patricia Kahigi Asiimwe approved Ronald Kanyerezi Mark Oliver's removal from the shareholder registry but refused to reassign his ownership stake to Mugasha. In court documents supporting his application, Mugasha explained that Kanyerezi possessed 36,000 shares, representing a 20 percent ownership interest. The company had initially brought Kanyerezi aboard because of his technical expertise and potential to drive business expansion. According to Mugasha, when these contributions failed to materialize, Kanyerezi abandoned his position as chief executive officer without notice.
Company representatives attempted to locate him but learned from his father that he had departed for better opportunities abroad. Mugasha further stated that Kanyerezi faced criminal investigations with Kampala police regarding Shs 1.6 billion in missing funds. Additionally, he allegedly caused Bemuga Forwarders to experience financial damages totaling Shs 2.022 billion. His disappearance reportedly coincided with requests to explain these financial matters. No one has heard from him since December 2021.
The judge recognized the necessity for business continuity and permitted Kanyerezi's removal from the shareholder roster. However, she emphasized that shares constitute property, and stakeholder interests require protection. Justice Asiimwe explained that courts must balance the interests of untraceable shareholders against those of remaining stakeholders and the company itself. She determined that Kanyerezi should be removed to allow company operations to continue but declined to transfer his shares directly to Mugasha.
Instead, the court ordered that Kanyerezi's shares revert to the company and remain held in trust for his benefit until claimed. The judge further stipulated that both shares and accumulated dividends should remain in trust for three years. If left unclaimed after this period, they may be offered for sale to interested parties following professional valuation and public advertisement in a widely circulated newspaper.
Bermuda Forwarders specializes in heavy machinery rental, transportation services, and clearing and forwarding operations. The company made substantial investments in equipment for oil exploration projects. Unfortunately, much of this machinery remained unused, resulting in significant financial losses that nearly bankrupted the organization.
