1. If as Mr Kigongo avers Mrs Kigongo has never been a shareholder in the company, she would not therefore have any access to membership rights, eg petitioning to wind down the company. It is only the shareholders, Registrar of Companies or the High Court that can make such petitions, in the case of the High Court in exercise of its powers of recovery under Recovery of Proceeds of Crimes legislation (asuming a court has resolved Kigongo is a fully paid up member of Ali Baba Museveni’s Gang of Forty Thieves, and has been convicted of criminal offences involving financial impropriety or dishonesty).
Mrs Kigongo therefore will be required to provide proof of her shareholding in the company to avoid her case being summarily dismissed.
2. It is possible for Mrs Kigongo to claim that the respondent company transferred shares to her in an unwritten agreement. Oral agreements are valid in law- the only obstacle is that Companies law requires the names of all shareholders to be declared in a statutory form and so I dont think this is a very viable angle for Mrs Kigongo to pursue. There is in fact a procedure for allotment or transfer of shares, contained in the Company’s Articles and Memorandum of Association, which must be adhered to, for eg such declaration needs to be done at a Shareholder’s meeting ( Annual or Special) and filed with the Companies Registrar and I don’t think Mrs Kigongo has any evidence of this.
3. Mr Kigongo is barking at a wrong tree with the laughable claim that a woman he has been living with for two decades is not his wife.This is a woman with whom he sired two children, whose children from a previous relationship he adpted and brought up as his own , and who, until recently, was studiously fulfilling her conjugal duties to Mr Kigongo.
There are many methods of contracting a legal marriage, and these include ceremonies before an authorised marriage registrar; before a minister of religion for eg in a church, mosque, synagogue, temple etc, and by by customary law . But a couple can also be married by Common Law even if they have never undergone any of the above. Mr Kigongo had better check out the legal status of common law marriages in Uganda, because they are definitely valid in the UK and most Commomwealth jurisdictions. So long as a couple have passed themselves off as husband and wife, behaved as husband and wife, and been recognised as husband and wife, then a common law marriage exists, especially where the relationship has been in existence, to the total exclusion of all others. Mrs Kigongo will argue Mr Kigongo led her to believe she is his wife and she behaved accordingly by excluding all other men or admirers from her affections or intimacy.
So, on the basis that she is the estranged but still the legally married wife of Mr Kingongo, Mrs Kigongo is entitled to a beneficial claim in his shareholding in the company as well as in the rest of any interests he acquired during the marriage.
4. Married or not married, Mrs Kigongo has a legal and enforceable claim on Mr Kigongo’s assets. This claim however should be handled under the relevant laws of Divorce. The common law position is that, upon divorce, a spouse is entitled to a half of the beneficial interests of the other spouse acquired during the subsistence of the marriage, from the time that they got married. The court is likely to take this view as Mr Kigongo avers in his affidavit that Mrs Kigongo was Managing Director and was the one principally responsible for runnning the business. Even if Mrs Kigongo had nothing to do with the running of the business, the court would still be duty bound to make a financial settlement that allows her to retain and maintain the standard of living she is accustomed to.
5. Mrs Kigongo would be advised to file a separate Civil case of Unfair or Unreasonable dismissal from employment under the relevant employment laws that protect employees from unlawful actions by employers. It is clear that Mr Kigongo’s actions as a majority shareholder have been vengeful and vindictive and therefore unlawful causing Mrs Kigongo both financial hardship and psychological trauma.
6. Regarding allegations of running the company negligently so as to incur huge losses, again this is in the nature of business that Mr Kigongo would have to prove at the Employment/Industrial Tribunal. It has nothing to do with the ownership or lack thereof of the Company unless Mr Kigongo can prove fraud, theft, robbery, or other form of criminal malfeasance, hence pursing the criminal route.
PS: I have not only handled many divorce cases but have fought a divorce petition myself in the High Court and settled a second one out of court. My personal experience of litigating domestic matters in court is that neither husband nor wife emerges as the winner. Both of us lost in the first divorce because we have never never met again more than 15 years after the divorce, whereas we both won in the second divorce since we both communicate and maintain a civil relationship in the interests of the child.
My professional fees for this is at my normal rate of £300 per hour= and I have spent one hour on this.
George Okello Via UAH