Court of Appeal Overturns High Court in Simba Properties Case, Clarifies that Foreign Partnerships Without a Place of Business in Uganda Need Not Register Under the Partnership Act
- Waboga David
- Aug 24
- 5 min read
Introduction
The Court of Appeal of Uganda has set aside the High Court’s decision in Vantage Mezzanine Partnership Fund II v Uganda Registration Services Bureau & Others (Miscellaneous Cause No. 205 of 2022) [2022] UGHCCD 82 (9 May 2022).
The High Court, presided over by Justice Musa Ssekaana (as he then was), had held that foreign partnerships, unlike companies, are not recognized as having an independent legal personality and therefore cannot operate or sue in Uganda without first registering under the Partnership Act and the Business Names Registration Act.
According to the High Court, partnerships lack corporate personality, and mandatory registration was necessary to protect the public by ensuring transparency and accountability regarding the individuals behind such entities.
However, the Court of Appeal has now overturned this position in the Vantage Mezzanine Fund II Partnership v Uganda Registration Services Bureau and Others (Civil Appeal No. 263 of 2022) [2025] UGCA 275 (22 August 2025), clarifying that foreign partnerships without a place of business in Uganda are not obliged to register under Uganda’s Partnership Act in order to exercise legal rights, including the ability to sue and be sued.
The appellate court emphasized that where a partnership is duly recognized in its country of origin, its legal capacity extends globally, and Uganda must respect that recognition in accordance with principles of private international law and commercial certainty.
This decision has significant implications for cross-border investments, international partnerships, and the regulatory landscape governing foreign business entities in Uganda. It marks a shift from the High Court’s restrictive interpretation of the law to a more pragmatic approach that aligns with international best practices on recognition of foreign entities.
🔹 Background
The appellant, a foreign partnership, advanced a loan facility to the 2nd–5th respondents under a Master Term Facility Agreement (MTFA). When disputes arose regarding registration of share transfers, the appellant instituted MC No. 205 of 2021 before the High Court Civil Division seeking prerogative orders of judicial review against the 1st respondent (a public body).
The High Court struck out the suit on grounds that:
The appellant, being a foreign/unregistered partnership, lacked legal capacity (locus standi) to sue in Uganda under the Partnership Act and Business Names Registration Act; and
The 2nd–5th respondents (private entities) were properly joined as parties to judicial review proceedings.
The appellant appealed.
Legal Representation
The appellant, Vantage Mezzanine Partnership Fund II, was represented by Mr. Robert Kirunda, Ms. Olga Karungi, and Mr. Aine Raymond.
The 1st respondent (Uganda Registration Services Bureau) was represented by Mr. Moses Ssempijja.
The 2nd to 5th respondents (Simba Properties Investment Co. Ltd and affiliates) were represented by Mr. John Mary Mugisha, SC, assisted by Mr. Raymond Mugisha (Jnr.) and Mr. Brian Moogi.
🔹 Issues on Appeal
Whether a foreign partnership must be registered in Uganda to have capacity to sue or be sued.
Whether the trial judge erred in law by joining private entities (2nd–5th respondents) in judicial review proceedings intended to compel a public body.
🔹 Submissions
Appellant:
Argued that under Order 30 CPR, a partnership’s capacity to sue does not depend on registration under the Partnership Act or Business Names Registration Act.
Relied on Faith Asiimwe t/a Faith Fashion Solution Enterprises v Air Uganda & Ors (2015) and Krone Uganda Ltd v Kerilee Investments Uganda Ltd (2019).
Asserted that advancing a loan in Uganda without a physical business presence does not trigger the requirement of registration.
Contended that judicial review is directed at public bodies only, and private parties cannot be joined.
1st Respondent:
Cited section 4 of the Partnership Act and Buganda Land Board v John Wampamba (2013) to argue that only partnerships carrying on business in Uganda may sue.
Defended joinder of the 2nd–5th respondents as necessary parties under Rule 6(2) Judicial Review Rules.
2nd–5th Respondents:
Argued that unregistered foreign partnerships lack locus to sue.
Cited Uganda Departed Asian Property Custodian Board v Jaffer Brothers Ltd [1999] EA 55 to justify their joinder as necessary parties in the judicial review claim.
🔹 Court’s Analysis
1. Capacity of Foreign Partnerships
In the lead judgement of Justice Nambayo, JA the Court of Appeal held that:
Section 4 Partnership Act and Business Names Registration Act apply to firms carrying on business in Uganda.
Carrying on business implies ongoing physical operations and a place of business (address, local presence).
Lending money to Ugandan entities without a physical address or ongoing business does not amount to carrying on business requiring registration.
The trial judge erred in treating the appellant as a “nonentity.”
Allowing respondents to sue the appellant in earlier proceedings, but then objecting to its capacity when it counter-sued, amounted to approbating and reprobating—contrary to Article 21(1) of the Constitution (equal protection before the law).
Justice Egonda-Ntende, JA (concurring)
Stressed that neither the Partnership Act nor the Business Names Registration Act deals with capacity to sue or locus standi.
That Section 4 only imposes fines on unregistered firms; it does not outlaw their legal personality.
The requirement to register applies only to firms with a place of business in Uganda. A South African-domiciled firm with no Ugandan business address falls outside this scope.
He clarified distinction between capacity to sue (legal ability, e.g., not being a minor or of unsound mind) and locus standi (legal standing in a particular claim).
Found the trial judge wrongly conflated the two concepts.
2. Joinder of Private Parties in Judicial Review
Judicial review targets public bodies and officials, not private entities.
The 1st respondent (a public body) was the proper respondent; the 2nd–5th respondents, being private parties, had no role in the challenged administrative actions.
Their joinder undermined the public law character of judicial review.
🔹 Decision
The Court of Appeal allowed the appeal and held that:
The appellant had capacity to commence MC No. 205 of 2021 despite not being registered in Uganda.
The 2nd–5th respondents were wrongly joined in judicial review proceedings.
The High Court ruling and orders in MC No. 205 of 2021 were set aside.
The respondents were ordered to pay costs of the appeal and the proceedings below.
🔹 Key Takeaways
Foreign Partnerships & Locus Standi
A foreign partnership that merely advances a loan facility does not need registration in Uganda to enforce its contractual rights.
Registration requirements under the Partnership Act and Business Names Registration Act apply only to entities carrying on business with a physical presence in Uganda.
Judicial Review Scope
Judicial review proceedings are confined to public bodies and officials.
Private entities cannot be joined as respondents in judicial review unless they exercise public power.
Consistency in Litigation
A party cannot sue an entity and later challenge its capacity to sue—courts frown upon such inconsistent conduct.
Constitutional Dimension
Denying a foreign partnership access to court while allowing it to be sued would violate Article 21 of the Constitution (equality before the law).
✅ Practical Implication
Foreign lenders and investors dealing with Ugandan entities can enforce contractual rights through Ugandan courts without mandatory local registration, provided they are not “carrying on business” locally. Judicial review must remain a public law remedy, shielded from private disputes disguised as administrative challenges.
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