The Assistant Registrar of Companies has dismissed an application seeking to force African Queen No.1 Distributors-SMC Limited to drop the phrase “No.1” from its registered name, ruling that the matter was filed before the wrong forum and that the applicant lacked legal standing.
The dispute was brought by Adlegal International Limited, a company limited by guarantee registered in 2024 and focused on promoting consumer protection, fair competition, and the fight against deceptive advertising. The organisation argued that the inclusion of “No.1” in the respondent’s name misled the public by suggesting superiority or official recognition as the leading distributor in its industry.
Adlegal maintained that such wording amounted to unfair competition and could mislead consumers into believing the company held a dominant or certified market position. It therefore asked the Registrar to direct the removal of the phrase “No.1” from the company name.
However, African Queen No.1 Distributors-SMC Limited, incorporated in 2015, strongly opposed the application. Through its legal representatives, the company argued that the phrase “No.1” is a widely used commercial expression with no legal meaning of superiority or endorsement. It further stated that its name had been duly approved and registered by the Uganda Registration Services Bureau (URSB) at the time of incorporation, following all legal requirements.
The company also contended that the application failed to show any actual consumer deception, confusion in the market, or legal violation that would justify interference with its registered name. It asked the Registrar to dismiss the complaint with costs, noting that the name had been in continuous use for over a decade and had developed significant brand recognition and goodwill.
In a statutory declaration, Adlegal’s Executive Director, Kitaka Aziz, insisted that company names must remain strictly descriptive and not promotional. He argued that “No.1” was a marketing claim rather than an identifier, warning that allowing such terms in company names could encourage misleading branding practices across the market.
He also submitted that the phrase could unfairly influence consumer perception, especially where market positions change over time and cannot be permanently guaranteed. He further claimed that the use of the term on vehicles and promotional materials turned the company name into an advertising slogan rather than a neutral corporate identity.
But the respondent dismissed these arguments as speculative and unsupported by evidence, arguing that Ugandan law does not prohibit laudatory or promotional expressions in company names, provided they are not fraudulent or confusing.
After reviewing the matter, Assistant Registrar Daniel Nasasira framed three key issues for determination: whether the forum was proper, whether the applicant had legal standing (locus standi), and what remedies were available.
On jurisdiction, the Registrar held that the office of the Registrar of Companies operates both administrative and quasi-judicial functions under the Companies Act, Cap 106 and related regulations. He explained that quasi-judicial powers are limited to specific disputes such as shareholder oppression or rectification of the company register, none of which applied in this case.
He found that the complaint did not involve internal company disputes or any request to correct or expunge entries from the register. Instead, it sought regulatory intervention over the content of a registered name, which should have been pursued through administrative channels rather than adversarial proceedings.
On the issue of locus standi, the Registrar ruled that although Regulation 20 of the Companies (Powers of the Registrar) Regulations allows “interested parties” to bring applications, such standing still requires a direct and legally recognisable interest. He noted that Adlegal International had not demonstrated any specific harm, confusion, or affected market participant arising from the use of “No.1” in the company name.
“The Applicant’s claim remains general in nature and insufficient to establish the requisite standing,” he held.
The Registrar also emphasised that allowing broad, policy-driven complaints without concrete evidence would expose companies to unnecessary regulatory interference and undermine corporate autonomy.
In conclusion, the Registrar found that Adlegal International Limited had both filed the matter in an improper forum and failed to establish locus standi. The application was therefore dismissed, with no order as to costs.
The decision leaves African Queen No.1 Distributors-SMC Limited free to retain its registered name, which the company has used since 2015.
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