On Thursday, October 7, 2021 Daily Monitor ran a story where the State minster for Lands, Mr Sam Mayanja, alleged that Buganda Land Board (BLB) is an illegal entity. Much as the Minister’s opinion was not backed up by any known law, I wish to state as follows.
Buganda Land Board is a company established under the Company’s Act 2012 as a single member company whose sole shareholder is “The Kabaka of Buganda”. The Kabaka of Buganda is a corporation sole under Article 246(3) of the Constitution of Uganda.
A corporation sole consists of a certain office that continues as a legal entity regardless of a human holder of that office. Therefore, a corporation sole is distinct from a human holder i.e Kabaka Fredrick Ronald Muwenda Mutebi II as an individual is a distinct legal entity from The Kabaka of Buganda, a Corporation.
Under the same Article, a Corporation Sole can own property both for itself and in trust for the people concerned. That is why it can sue, be sued and all rights of a legal person are bestowed upon it.
These rights include a right to own property or even shares. It also includes a right to form any legal entity and to enter into contractual arrangement with any such legal entity.
It is based on those provisions that the Kabaka (Obwakabaka) invoked provisions of section 18 (3) of the Company’s Act 2012 and incorporated Buganda Land Board.
The process of incorporation as it is known involved an application for a reservation of the name at which stage due diligence is done by the company registry prior to the confirmation of such a name.
Once the availability of a name is confirmed, the greenlight is given for preparation of documents of incorporation such as Memorandum and Articles of Association which inter-alia elaborate the objectives as established in the objective clauses.
If therefore any objection was to be raised on the name of Buganda Land Board or of its ownership by the Kabaka of Buganda, it ought to have been made at this stage.
The minister has concentrated a lot on referring to The Buganda Land Board that was statutory under the Public Lands Ordinance in 1962 and the 1962 Constitution. This is misleading since such laws are obsolete and are no longer part of the laws that govern Uganda.
Therefore, quoting such laws is a sign of dismal failure to appreciate the current laws and legal provisions that govern the current era.
Even particularly, Buganda Land Board has always entered memorandums with different entities including investors, financial institutions like banks and government agencies including the Ministry of Lands itself.
Due diligence has always been done on the legal capacity of Buganda Land Board as a corporate entity and certainly if the minister had taken a stride and inquired from Uganda Registration Services Bureau he would not have made such unfortunate and uninformed remarks.