“LIFTING THE CORPORATE VEIL UNDER THE COMPANIES ACT, 2012 AS A

PROTECTIVE MEASURE OF A COMPANY’S STAKE HOLDER’S”

MUZUNGU INNOCENT

BAR/SEP/KLA/0472/2021

A RESEARCH PROJECT REPORT SUBMITTED TO THE DEPARTMENT OF POST

GRADUATE LEGAL STUDIES AND LEGAL AID IN PARTIAL FULFILMENT OF
THE REQUIREMENTS FOR THE AWARD OF DIPLOMA IN LEGAL PRACTICE OF
THE LAW DEVELOPMENT CENTRE.

18TH JANUARY, 2023

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 i) DECLARATION

I Muzungu Innocent do hereby declare that this is my original work. Where other people’s
works have been quoted and duly acknowledged. I further declare that this work has never been
submitted before to any institution whatsoever and for any academic award of any kind.

Dated this ……………………day of …………………2023

…………………………….

Muzungu Innocent

Researcher

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 i) CERTIFICATION

This is to certify that I have read through this report and I hereby recommend it for acceptance
by the Board of Examiners for the award of Diploma in Legal Practice.

Dated this …………………… day of …………………2023

………………………………………………………..

Mr. TOM N. MBALINDA

Research Supervisor

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 ii) DEDICATION.

I dedicate this piece of work to every member of my Family especially, My Father; Mr. Michael
Bazibu who has contributed a lot so that I can reach this level in my academic life. I am forever
grateful to my mother who has been there for me from day one, my brothers and sisters too am
grateful for the moral and physical support. Words fail my expressions; but I am grateful to
everyone that has been a part of my journey. God alone is your reward.

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 iii) ACKNOWLEDGEMENT.

I thank God who has enabled me to finish this piece of work and walked me through every
milestone on this Journey.

I extend my gratitude to my supervisor Mr. Tom N. Mbalinda who has guided me through this
research project.

I extend my appreciation to my father, mother, brothers and sisters (Mr. Michael Bazibu, Mrs.
Bazibu, Felix Ssemwogerere, Flavia, Frida, Filbert, Ms. Kwegemya Edith, Muzungu Denis)
among many others who have relentlessly been there for me in the course of this Journey.

I am eternally grateful to everyone that has stood by me and availed any kind of information and
support needed for me to complete this piece of work.

Thank you!

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 iv) ABSTRACT.

The study examines the doctrine of lifting the corporate veil under the Companies Act, 2012 as
amended in 2022 and whether the doctrine of lifting the corporate veil provides any protection
whatsoever to a company’s stakeholders. The study covers various topics that is; the doctrine of
piercing the veil of incorporation, Corporate Social Responsibility and Risk Management in
organizations.

The study will establish that, an organization or company as a corporate sole if not regulated and
strictly restricted in its operations, will end up leading to the catastrophes of the 17 th and 18th
Century where many clients especially in the stock market and share acquisition schemes were
defrauded and lost lots of money to a few people that were hidden behind the cloaks of corporate
personality.

Data was collected through review of relevant documents and the internet, the objectives of the
research were at the fore front and as such, ensuring that the data collected was not altered. A
descriptive and qualification method of data analysis was used while undertaking this study.

The key findings of this study revealed that; i) the provisions of the Companies Act, 2012 as
amended in 2022 are a bit limited and as such do not provide a wholesome regulatory structure
under which the doctrine of lifting the veil of incorporation can properly be operationalized
hence the inconsistence in the decisions made in the courts of law on the doctrine of lifting the
veil of incorporation. ii) that the current law only provides for only three circumstances under
which a veil of incorporation can be lifted that is; tax evasion, fraud and where save for a single
member company the membership of a company falls below the statutory minimum. The study
established that these circumstances are minute in the determination of the extent to which the
veil of incorporation should be regulated. iii) that in regards to the protection of stakeholders,
Table F of the Companies Act 2012 is quite lucid when it comes to the protection of an
organization’s stakeholders especially in regards to risk management. This suggested that even
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Uganda as a nation is progressing from the usual casual company policies towards the
establishment of a well-regulated and monitored entities that owe duties and obligations to the
stakeholders.

Allison Dillon Kibirige and Andy hammer in their book of corporate governance highlighted the
various corporate governance theories and in explaining the stakeholder theory quoted the OECD
principles of Corporate Governance (2004) to the effect that the Corporate Governance
Framework should recognize shareholder’s rights established by law or through mutual
agreements and encourage active corporations between corporations and stakeholders in creating
wealth, jobs and sustainability of financially sound enterprises. The study thus examined the
applicability of such codes within the jurisdiction of Uganda; that is majority of such codes
haven’t been ratified with our laws though there are signs of possible resolve.

In the spirit of justice and equity; this project suggested that the parliament and the various
stakeholders should also take into consideration the various codes that are highlighted herein so
as to amend the various legislations and also come up with specific legislations that ensure the
regulation of corporate entities thereby fostering the doctrine of piercing the corporate veil while
ensuring that there is a friendly environment for the companies to thrive.

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TABLE OF CONTENTS
i) DECLARATION......................................................................................................................2

i) CERTIFICATION....................................................................................................................3

ii) DEDICATION.........................................................................................................................4

iii) ACKNOWLEDGEMENT....................................................................................................5

iv) ABSTRACT.........................................................................................................................6

1.0 CHAPTER ONE......................................................................................................................10

1.1 GENERAL INTRODUCTION...............................................................................................10

1.2 BACKGROUND TO THE STUDY........................................................................................10

1.3 STATEMENT OF PROBLEM:..............................................................................................11

1.4 RESEARCH OBJECTIVES:...................................................................................................11

1.5 SPECIFIC OBJECTIVES........................................................................................................11

1.6 RESEARCH QUESTIONS.....................................................................................................12

1.7 JUSTIFICATION....................................................................................................................12

1.8 SIGNIFICANCE OF THE STUDY........................................................................................12

1.9 CONCEPTUAL FRAMEWORK............................................................................................13

1.10 THEORETICAL FRAME WORK OF THE STUDY...........................................................14

1.11 RESEARCH METHODOLOGY:.........................................................................................15

1.11.1 Research Design.................................................................................................................15

1.11.2 Data Collection and instruments.........................................................................................15

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1.12 SCOPE OF THE STUDY:.....................................................................................................15

1.12.2 Time Scope.........................................................................................................................15

1.13 LIMITATIONS OF THE STUDY........................................................................................15

1.13 LITERATURE REVIEW......................................................................................................16

1.14 CHAPTER SYNOPSIS.........................................................................................................20

2.0 CHAPTER TWO.....................................................................................................................22

2.2 Lifting the corporate veil....................................................................................................22

2.3 Power of directors to bind the company.............................................................................22

2.4 SECTION 62(5) OF THE COMPANIES ACT (AS AMENDED) 2022................................23

2.5 SECTION 154(4) OF THE COMPANIES ACT (AS AMENDED) 2022..............................23

3.0 CHAPTER THREE.................................................................................................................25

3.2 Origins and Evolution of Companies in England & The Impact (Relevance) On Uganda.....25

3.3 LIFTING THE CORPORATE VEIL......................................................................................27

3.4 Alison Dillon Kibirige & Andy Hammer Corporate Governance, 2019.................................28

3.5 Gower and Davis; Principles of modern company law; By Paul Davies and Sarah; Published
by sweet & Maxwell......................................................................................................................29

4.0 CHAPTER .4...........................................................................................................................32

4.1 SUMMARY OF FINDINGS...................................................................................................32

4.2 RECOMMENDATIONS.........................................................................................................32

4.3 CONCLUSION........................................................................................................................33

5.0 BIBLIOGRAPHY....................................................................................................................35

5.1 LAWS APPLICABLE.............................................................................................................35

5.2 CASE LAW.............................................................................................................................35

5.3 BOOKS OF REPUTABLE AUTHORS..................................................................................35

5.4 JOURNALS.............................................................................................................................36

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 1.0 CHAPTER ONE

1.1 GENERAL INTRODUCTION

The standard structure of a company comprises stakeholders ranging from the shareholders,
directors, customers, suppliers, employees, community among many others. All these parties are
affected by the acts of a company. Therefore, it is noteworthy that stakeholders are impacted by
the positive or negative acts of the company at the different levels depending on the degree of
responsibility. It’s from such extent of responsibility that our legislators deemed it fit to include
the doctrine of lifting the veil into the Companies Act, 2012 1. This study scrutinized the viability
of S.20 of the Companies Act weighing its relevance in furthering the extent to which the various
sections of the Companies Act protect a company’s stakeholders. It will also examine the extent
to which various codes such as King IV code, OECD principles have been synched with our
legislations such as Table F of the Companies Act, 2012 as amended. The research further
highlighted the limitations of the current regulatory framework of the operation of companies
and organizations which are primarily regulated under the companies Act, 2012 as amended in
2022 and the subsequent regulations. It is noteworthy from the research that though a lot has
been done to ensure that problems promulgated by the inception of a corporate sole, mechanisms
such as the doctrine of lifting the veil of incorporation and the various codes which have shaped
corporate governance and protected the various stakeholders of a company.

1
The Companies Act, 2012. (As amended in 2022)

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1.2 BACKGROUND TO THE STUDY
Stakeholder’s protection is paramount in protecting the sanctity of a company. Given the fact
that a company engages so many people; from the employees to the shareholders to the
community all of whom are very vital in the sustenance of a company and its community at
large. Therefore, it is required of the law to cover up such lacunas that are detrimental to the
stakeholders at the first Instance. So, we shall be weighing the extent to which lifting the veil of
incorporation has been of a protective measure to the stakeholders under the Act.

1.3 STATEMENT OF PROBLEM:

The grounds upon which the doctrine of piercing the veil of incorporation is applied, are
formulated on fraud, a company being a sham or a façade, that the company is the agent of the
shareholder or is part of a single economic unit. However, looking at the statutes 2, the language
is generalized and ambiguous (fraud, tax evasion and save for single member companies, where
the membership falls below the statutory minimum.) Its management and implementation have
therefore not been an easy task for courts as they are required to balance many imponderables 3.
Not forgetting that instances of fraud are very had to prove instigating that many will time and
again go Scot free which is to the detriment of the sanctity of a company as a corporation sole
and with lacuna’s as mentioned above if the statues are not extensively revised as regards the
piercing of the veil of incorporation; directors will continue using the law as a shield to the
atrocities committed by them to the other stakeholders. Which in the long run not only affects the
finances of the stakeholders but also goes to the root of affecting the collection of taxes 4.
However, such provisions are because of the dynamic nature unto which courts look at such
cases. Which examination is literary done on a case-to-case basis?

1.4 RESEARCH OBJECTIVES:

The general objective of this study will be to analyze how the doctrine of lifting the veil of
incorporation is as a protective measure to a company's stakeholders under the Companies Act,
2012. (As amended in 2022.)
2
Section 20, of the Companies Act, 2012.

3
Saxena, H. (2010). “Lifting of Corporate Veil.” Available at ssrn 1725433
4
Marens,R.,& Wicks. “Getting real: Stakeholder theory, managerial practice and the general irrelevance
of fiduciary duties owed to shareholders. Business Ethics Quarterly, 9(2), 273-293

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1.5 SPECIFIC OBJECTIVES
1. To assess and appreciate the problems faced by company stakeholders in the regime of the
Companies Act, 2012 in light of veil of incorporation.

2. To make any recommendations that may be helpful in the future in regards the duty of
companies, its directors and officers to their stakeholders.

1.6 RESEARCH QUESTIONS:

1. What is the applicability of the doctrine of lifting the corporate veil in Uganda as a measure of
protecting a company's stakeholders under the Companies Act of 2012?

2. What measures are to be taken in improving the efficiency of the doctrine of lifting the veil
under the Act in the protection of its stakeholders?

1.7 JUSTIFICATION
This research will be able to educate and raise awareness on the importance of the various
stakeholders in a company; enlighten the audience on the pluses and minuses of the doctrine of
lifting the veil of incorporation in protecting of a company’s stakeholders and expose possible
lacuna within the law as relates to lifting of the veil of incorporation.

The study will cover a number of topics that is the doctrine of piercing the veil of incorporation,
Corporate Social Responsibility and risk management. It should be noted that majority of
Researchers and Academia have looked at the doctrine simply as a mode through which
perpetrators (directors) hiding behind the cloak of corporate personality are held accountable.

By the end of this study, we shall be able to appreciate the correlation between the topics that is
showing incidents in which the act of lifting the veil of incorporation is a protective measure to a
number of company stakeholders in sync with Corporate Social Responsibility and risk
management of organisations as required by the law under Table F.

The study will further asses the effect and impact of the regulatory laws on the doctrine of
piercing the Corporate Veil under (The Companies Act, 2012) as amended in 2022. In so doing
we shall be able to weigh on the positives and negatives and further recommend for areas that
require further research and possible amendments.

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1.8 SIGNIFICANCE OF THE STUDY
The study will provide a relevant background on the application of the doctrine of lifting the
corporate veil; establish the ingenuity of the law towards company stakeholders who are central
to the transactions of any given company. The study will further examine the existent challenges
and how the application of the doctrine can be improved in light of the stake holders.

1.9 CONCEPTUAL FRAMEWORK

The independent variable in this study is the lifting of the corporate veil under the Act; the
dependent variable is the company’s stake holders; and the intervening factors are the protective
measures. This is so because the study will be assessing the ability of the lifting of the corporate
veil to protect a company’s stakeholders against fraudulent figures that hide behind the cloak of a
company’s status to the detriment of the stakeholders.

INDEPENDENT VARIABLE DEPENDENT VARIABLE

STAKEHOLDER’S
LIFTING THE VEIL OF
EMPLOYEES
INCORPORATIONS
DIRECTORS

CUSTOMERS

SUPPLIERS

DIRECTORS

COMMUNITY

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 INTERVENING FACTORS

PROTECTIVE MEASURES

LEGISLATIONS

CODES OF CONDUCT (TABLE F)

COURTS OF JUDICATURE

1.10 THEORETICAL FRAME WORK OF THE STUDY

The doctrine of lifting the corporate veil has its historical origins in equity law and is a creation
of judge-made law systems. Salmon's revered status in English law 5, the 1897 House of Lords
decision firmly established the primacy of separate personality and limited liability. Limited
liability was however controversial at its inception. Although the House of Lords affirmed the
separate legal personality of one-man companies in salmon, it did not settle the issue once and
for all. English courts started to pierce the veil soon after salmon. And the lack of a general
frame work did not prevent courts from piercing the veil when the circumstances so warranted 6.
Titus K. Githiora7 in his writing averred that the veil of Incorporation was said to be opaque and
impassable as an iron curtain, the veil ensures that so long as the company has acted intra vires, it
will remain equal in law to a natural person and would not suffer the veil of incorporation being
ignored which marks a change of the law in the creation of a juristic personality: unfortunately
no guiding principle seems to have been set out any daring reference to laid down principles on
the doctrine to be made. At the moment then the law on the problem of lifting the veil is a
collection of apparently disconnected instances where the veil of incorporation has been ignored.
From the above submissions it’s quite evident that the law has progressed since then and many
measures have been undertaken to put legislations pertaining the lifting of the corporate veil into

5
Salmon case [established separate personality of a company.] (1897) AC at 42-43
6
Rainham, (1921)2 A.C at 493-94.
7
Githiora, T.K. (1975) Lifting the veil: ignoring corporate entity (Doctoral dissertation).

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statutes such as S.20 of the Companies Act 8. This research will therefore examine the existing
research by stating the current norms of the law concerning the lifting of the veil of
incorporation.

1.11 RESEARCH METHODOLOGY:

1.11.1 Research Design

The study was cross sectional, employing both quantitative and qualitative methods of data
collection since the two methods are compatible and can be used in a single research study. A
combination of the two methods has complementary strength and non-overlapping weaknesses.

1.11.2 Data Collection and instruments.

This study involved library and desk research. The data was collected from various libraries as
well as the internet. A checklist was developed and used to collect secondary data from
documents in libraries and internet.

1.12 SCOPE OF THE STUDY:

The study was restricted to the Company’s Act, 20129 ; requisite case law (in and out
jurisdictions) pertaining section 20 of the Act and various research, journals and textbooks in and
out of Uganda.

1.12.1 Geographical Scope

The geographical Scope was limited to its applicability in East Africa though given the limited
sources on the area of research, materials from across the globe shall be utilized.

1.12.2 Time Scope

The study covered the period from 1554 to date given the fact that those are the ranges within
which the area of study has progressed.

8
supra
9
supra

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1.13 LIMITATIONS OF THE STUDY.
1. The biggest challenge and limitation for me in the due course of this research has been
TIME. The bar course is a tight scheduled course that barely gives one the essential time
to research. I was able to utilize the limited time I had to produce the research project.
2. Limited Information on the area of study as an integration of the doctrine of lifting the
veil and the stakeholder theory under corporate governance. For the researcher to be able
to produce the research project, he had to rely on resources, some of which were old and
the recent resources were of various jurisdictions, of which some are civil law nations.

1.13 LITERATURE REVIEW

Most of the literature on this topic is borrowed from diverse jurisdictions as there are limited
resources on the same. This goes without saying that our current legislations on the same topic of
study have been dynamic as they are able to address most of the legal issues encountered by
corporations like the study showed. However, there are so many variations within the corporate
world as so many companies are moving to digital spaces such as e-commerce, e-marketing
among many others which have to a small extent not really been addressed in our current
legislations.

Bassey Agbor. I. (2022)10 stated that the court is the authority that decides whether or not to
pierce the corporate veil. In doing this, the court has the discretion to decide which is the highest
interest to protect among that of the shareholders, minority members of the company and
outsiders who had business with the company. Generally, there are four objectives for lifting the
veil if incorporation: punishment; deterrence; compensation and prevention of unjust enrichment.
These objectives are intended to stop the company’s misconduct or unfair activities. The law has
made copious provisions for the protection of the economic and business interests of company
stakeholders, including the minority shareholders, creditors and even the majority shareholders.
This is in recognition of the fact that a company is promoted and built by the combined efforts of
members and creditors of the company. Without these protections, the company will certainly
collapse. This is because the affairs of the company will be mismanaged and those responsible
for running the affairs of the company will abuse their powers and take undue advantage of the
10
BASSEY, A. I. (2022). AN APPRAISAL OF THE LEGAL MACHINERY FOR THE PROTECTION OF
COMPANY STAKEHOLDRS’INTERESTS. African Journal of Law and Human Rights, 6(2).

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rest of the company’s stakeholders. Consequently, the injured stakeholders will revolt in various
ways including the withdrawal of their financial contributions and investments in the company.
The corollary of this is that no matter how prosperous the company might have been ab initio,
the company will eventually crumble over time. It is this vice that the law sought to prevent by
making provisions for the various legal protections to safeguard the interest of company’s
stakeholders. The protections created by law are quite good. However, in addition to the
available legal protections as discussed above, other additional legal protections are required to
create a more formidable, robust and efficient regime of legal protection for company
stakeholders. I agree with Bassey Agbor though I should add that in the interest of the growth
and development of companies many national policies favor the increase of the number of
investors. This has made the regulations of these entities difficult and as such the operation of the
laws is questionable and as such making the development of an efficient regime of legal
protection quite difficult

Ullah, Q., Durrani, A., & Khan, S. A. (2022) 11, opined that some courts, such as those in the US,
have viewed veil piercing as more acceptable, taking into account factors such as the
shareholders' inappropriate activity in attempting to dominate the organization and the strong
link between the improper action and the plaintiff's injury. Because separate legal entities and
limited liability are essential components of the Companies Act and one cannot dispute their
importance, it is prudent to leave them alone. In my opinion, it is suitable to lift the veil only
when there is emerging viable support that will help rebuild the tenets of company law while also
delivering justice. According to other commentators, various factors must be considered when
deciding whether or not to pierce the veil of incorporation. According to L Gallagher and P
Ziegler, the differences between the different causes are not an issue but rather demonstrate that
the courts desire to base their judgments on evidence of unfairness. The hesitation in establishing
a rigid classification of situations when the veil will and will not be pierced may be due to this
very reason. Consequently, all that is required is a strong legal framework to help combat the
disputes that are frequently caused by different rulings and affect the standing of the justice
process as a whole. No legislation or body of legal precedent can remain in existence without a

11
Ullah, Q., Durrani, A., & Khan, S. A. (2022). COURTS'ROLES IN CLAIMING LIMITED LIABILITY AND
SEPARATE LEGAL PERSONALITY: A CRITICAL ANALYSIS. Pakistan Journal of International
Affairs, 5(4).

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strong basis. This procedure will start productive conversations that, over time, will help improve
corporate law. The main fear that majority of the legislators had was the possibility of scaring
away possible investors at the expense of fraudulent schemes that end up costing the nation way
more.

Paul Davies and Sarah; The law will not go behind the separate personality of a company to the
members12. In Macaura v. Northern assurance co. ltd13 it was held that the largest shareholder had
no insurable interest in the property of the company. The doctrine of lifting of the corporate veil
therefore was created to prevent injustice.

Charles worth and Cain14 discusses the case of Gilford motor co. ltd v. Herne 15which shows that
courts will not allow a company to be used as a device to mask the carrying on of a business by
the former employee of another person and to enable the former employee to break a valid
covenant in restraint of trade contained in the contract under which he was formerly employed.

Paul Davies and Sarah16also discusses the different circumstances under which the English courts
applied the doctrine of lifting of the veil on terms of statute and as a matter of common law. The
companies Act, 2012 states three examples of when the veil can be lifted. Hence, the current
laws just like the common law grounds for lifting of the veil are not wholesome of which the
study will show that it has caused a lot of difficulty in application of the doctrine and its
effectivity in protecting stakeholders.

Alison Dillon Kibirige & Andy Hammer Corporate Governance, 2019. A stakeholder group is an
identifiable group of individuals or organizations with vested interest which include; the
shareholders, the directors, senior executive management, employees, customers, suppliers,
general public and the government. These are categorized into financial and non-financial
stakeholders or External and Internal Stakeholders. In this book they further quote The New
12
Gower and Davis. Principles of modern company law. 9th edition by Paul Davies and Sarah. Published
by sweet & Maxwell. Thompson Reuters (professional) UK Limited 2012.
13
(1925) AC 619
14
Charlesworth and Cain COMPANY LAW. T.E Cain. 8th edition.
15
(1933) ch. 935
16
Gower and Davis. Principles of modern company law. 9th Edition. Paul Davies and Sara.

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Partnership for African Development (NEPAD) which defined Corporate Governance as being
concerned with ethical principles, values and practices that facilitate the balance between
economic and social goals and between individuals and Communal goals. These same principles
were concurrently enshrined in our companies Act, 2012 as amended in 2022. All this is
reconcilable with the Ubuntu principles as portrayed in the Card bury reports, Turnbull reports
and the King’s Reports 1 to IV. Which exhibit the rationale of a company being mindful of its
stakeholders and vice versa.

Titus K. Githiora17 in his writing averred that the veil of Incorporation was said to be opaque and
impassable as an iron curtain, the veil ensures that so long as the company has acted intra vires, it
will remain equal in law to a natural person and would not suffer the veil of incorporation being
ignored which marks a change of the law in the creation of a juristic personality: unfortunately
no guiding principle seems to have been set out any daring reference to laid down principles on
the doctrine to be made. At the moment then the law on the problem of lifting the veil is a
collection of apparently disconnected instances where the veil of incorporation has been ignored.
It is however different with the current times as many jurisdictions have incorporated codes of
conduct in their legislations.

Sibanda, M. (2022). The Piercing of the Corporate Veil and Creditor Protection 18. The paper
investigated the instances under which the corporate veil will be pierced and defines what
constitutes "unconscionable abuse" in a bid to outline the guidelines that a court will rely on
when faced with an application for the piercing of a corporate veil from aggrieved creditors. In
deciding the precise parameters that trigger the application of section 20 (9) of the Companies
Act 71 of 2008, the paper notes and concurs with the authoritative findings in the Gore case,
where the court confirmed that the peculiarities of individual cases should guide the decision of a
court to lift the veil of incorporation. The paper concludes that piercing the corporate veil
remains a discretion matter for the courts, thus necessitating caution on creditors who seek to
employ this mechanism as the courts would not lightly disregard a company's separate legal
personality. And its on those averments that I opine that though that is plausible, there is need to

17
Githiora, T.K. (1975) Lifting the veil: ignoring corporate entity (Doctoral dissertation).
18
Sibanda, M. (2022). The Piercing of the Corporate Veil and Creditor Protection. African Journal of Law
and Justice System, 1(1), 25-36.

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have a wholesome legislation so that to ensure a consistence in the judgements and as such
fostering justice and equity.

1.14 CHAPTER SYNOPSIS

1.14.1 Chapter 1.

INTRODUCTION.

This chapter lays down the foundation for the researcher on his knowledge build up while
preparing to undertake a thorough research on lifting the corporate veil under the Companies
Act,2012 (as amended in 2022) As a protective measure of a company’s Stakeholders.

This chapter lays down indicators on why the study is necessary, the justification, significance of
the study and the purpose and intentions for undertaking such a study. It also entails the research
methodology that is to do with the mode of data collection and derivation of information from
the various sources. It further entails a Literature review that gives a thorough relationship and
contrast with the other written materials.

1.14.2 Chapter .2.

Legal Framework on Lifting of the Corporate Veil under the Company’s Act, 2012 (as
amended in 2022) as a protective Measure of a Company’s Stakeholders.

It will contain the critical analysis of the legal framework governing the Lifting of the corporate
veil under the recently amended Companies Act on the Company’s Stakeholders. This chapter
will enlighten the researcher on the laws especially the Companies Act, 2012 (as amended in
2012)

1.14.3 Chapter .3.

Non-Legal Framework on the Lifting of the Corporate Veil under the Company’s Act, 2012
(as amended in 2022) as a protective Measure of a Company’s Stakeholders.

In Chapter 2, the Researcher will endeavor to lay down the impact of Lifting the Corporate veil
on a Company’s Stakeholders using written texts of all forms from journals to textbooks and

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then through the deductions as a result of thorough analysis so as to explicitly portray the impact
of Lifting the Corporate veil on the Stakeholders of a given Company.

1.14.4 Chapter .4.

Climax

This chapter shall be the climax of the research. It contains the findings of the research, way
forward, Challenges, the conclusion of the study and finally recommendations of the study.

2.0 CHAPTER TWO

2.1 Legal Framework on Lifting of the Corporate Veil under the Company’s Act, 2012 (as
amended in 2022) as a protective Measure of a Company’s Stakeholders.

2.2 Lifting the corporate veil19

The High Court may, where a company or its directors are involved in acts including tax
evasion20, fraud21 or where, save for a single-member company, the membership of a
company falls below the statutory minimum22, lift the corporate veil. S.2 of the companies Act,
19
The Companies (Amendment) Act 2022.

20
Standard Chartered Bank v Pakistan National Shipping Corporation No.2 (2002) 1 ALLER 173

21
Lubega Matovu v Mikwano Investments Ltd HCMA No.56 of 2012.

22
Section 49 of the Companies Act, 2012 (as amended, 2022)

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2012 defines the term ‘lifting the corporate veil’ to mean disregarding the corporate personality
of a company in order to apportion liability to a person who carries out any act. From the above
provisions of the low it’s quite evident that the drafters did not do enough in defining the extents
of lifting the veil and as such have left it to courts discretion to determine the extent and
instances when the veil will be torn to hold those hiding behind the sham of a company
accountable.

2.3 Power of directors to bind the company.23

(1) The power of the board of directors to bind the company or authorize others to do so in favor
of a person dealing with the company in good faith shall not be limited by the company’s
memorandum. (3) The references in this section to limitations on the directors’ power under the
company’s memorandum include limitations deriving from—
(a). a resolution of the company in a general meeting or a meeting of any class of shareholders;
or (b). any agreement between the members of the company or of any class of shareholders.

(4). Subsection (1) does not affect any right of a member of the company to bring proceedings to
restrain the doing of an act which is beyond the powers of the directors; but no such proceedings
shall lie in respect of an act to be done in fulfillment of a legal obligation arising from a previous
act of the company. (5) Subsection (1) does not affect any liability incurred by the directors or
any other person, by reason of the directors’ exceeding their powers.

The directors of the company are the mind and body of a Company, implying that their decisions
bind the company. However, this is to the extent that all their engagements are done in good
faith of the company; however, the moment it is seen that the directors or those that run the
company are not doing it for the good of the company then the veil will be pierced to hold the
culprits culpable.

2.4 SECTION 62(5) OF THE COMPANIES ACT (AS AMENDED) 2022.

If default is made in complying with the provisions relating to the delivery to the registrar of the
statement in the prescribed form, the company and every officer of the company who is in
default is liable to a fine of twenty-five currency points and in case of continued default, five
currency points for each day on which the default continues.

23
ibid

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2.5 SECTION 154(4) OF THE COMPANIES ACT (AS AMENDED) 2022.
Where any person being a director of a company fails to take all reasonable steps to secure
compliance by the company with the requirements or has by his or her own willful act been the
cause of any default by the company of any provision of this, he or she commits an offence and
is liable on conviction to imprisonment not exceeding twelve months or to a fine not exceeding
one hundred currency points or both. And as such, The Company’s Act highlights incidents
under which it will go behind the veil and hold the directors liable for their mishaps.

2.6 Stanbic Bank Uganda Ltd v Ducat Lubricants (u) Ltd & others [2013] UGCOMMC199.

Once there has been an allegation of fraud against the company, the directors are by virtue
alleged to be involved. Accordingly, the veil of incorporation will be lifted where it is proved
that the directors acting as the mind and body of the company were involved in an act of
dishonesty.

2.7 DIMBLEBY & SONS LTD.V. NATIONAL UNION OF JOURNALISTS (1984) 1WLR
427 Stated that ‘the corporate veil in the case of companies Act is drawn by statute and it can be
pierced by some other statute or such other company directors continued to carry on its
business and purchased its goods on credit. It was held that if a company continues to carryout
business & to incur debts at a time when there is to the knowledge of the directors no reasonable
prospect of the creditors being paid, it is in general a proper inference that the company is
carrying on business with intent to defraud. In as much as it is agreed that the corporate veil may
be lifted in the above situations, it is still incumbent upon the party seeking to have the veil lifted
to adduce cogent evidence to convince court about the claims against the company

2.8 KATIE ELLEN WEST, ET AL, V WILLIAM C COSTEN ET AL 24 The court looked at
the previous jurisprudence and found that, although it was held that the “corporate structure
should never lightly be disregarded…the corporate structure is not, however, a shield for
dominant shareholders to hide behind while defrauding or injuring creditors, or conducting
illegal operations.” Thus, the court stated, “when substantial ownership of all the stock of a
corporation in a single individual is combined with other factors clearly supporting disregard of
the corporate fiction on grounds of fundamental equity and fairness the corporate entity will be

24
West v. Costen, 558 F. Supp. 564, 564-88 (W.D. Va. 1983).

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disregarded and liability fastened on the individual shareholder.” It is as such noteworthy that the
courts will always disregard the corporate form so as to hold accountable those that hide behind
the cloak of the corporate body.

3.0 CHAPTER THREE

3.1 Non-Legal Framework on the Lifting of the Corporate Veil under the Company’s Act,
2012 (as amended in 2022) as a protective Measure of a Company’s Stakeholders.

The Black’s Law Dictionary25 defines piercing the corporate veil as follows: “the judicial act of
imposing personal liability on otherwise immune corporate officers, directors, or shareholders
for the corporation’s wrongful acts.”

From the above definition, it is deductible that the doctrine of piercing the veil of incorporation
has both a positive and negative impact on its stakeholders. This is so because a company’s
25
Piercing the corporate veil, BLACK’S LAW DICTIONARY, (9th ed. 2009).

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stakeholders are vast. For instance, the directors of a company if held liable then the creditors
would be able to advantage and as such stakeholders are key in the functioning of any given
company. In order to attain a clear picture of the impact of the doctrine on the various
stakeholder’s it is important for us to appreciate the evolution of company law in Uganda and the
world at large in light of the codes of corporate governance.

3.2 Origins and Evolution of Companies in England & The Impact (Relevance) On Uganda.
The 1st Corporations were not business enterprises but rather Associations for religious and
governmental ends in which perpetual existence was a practical requirement. Until relatively late
in legal history, King’s, Popes and Jurists assumed that corporations could be created only by
political or ecclesiastical Authority and that corporations were creatures of the state or Church.

By the 17th Century feudalism on the wane and business enterprises growing thereby, King’s
extracted more taxes and intervened directly in the affairs of business by according the Royal
grant as the only way of operating in a Corporate form which was referred to as the Concession
theory i.e. the Russian Company of (1554), the British Indian Company (1600), The South Sea
Company (1711) among others which operated as Joint stock companies where individuals
contributed capital to the enterprise and traded on behalf of all the stockholders26.

Through this scheme of events trading companies were the selling buzz with the British Indian
Company paying its original investors a fourfold return between 1683 and 1692. However, all
this was distorted by the discovery of gold bullion aboard a Spanish Shipwreck leading to the
formation of over 150 companies of which most were outright frauds igniting the search for easy
wealth i.e., the South Sea Company promised the Sun and moon in return for a monopoly over
the slave trade to the west Indies promising to make everyone rich. By 1720 stock prices Soared
concurrently followed by the Bubble Burst through the Bubble Act that was highly restrictive
and dealt away with Uncharted Joint Stock Companies whose prosecution for the fraudulently
obtained charters led to the fall of stock prices leading to the 1 st Modern Financial Crisis and as a
consequence corporate development was severely retarded in England27.

26
Turner, John D. (2017): The development of English Company law before 1900, QUCEH working paper
series, No. 2017-01, Queen’s University Centre for Economic History (QUCEH), Belfast.
27
ibid

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It's noteworthy that Company’s across the globe had started crumbling and questions were asked
that led to the raise of Corporate Governance. Some of the major Scandals that can be noted
include the Enron Scandal, layman Brothers Scandal among others that led to the derivation of
the Cadbury Report Code of 1992, Green burry Report of 1995, Turnbull Report of 1999, the
Higgs Report of 2003, the Combined Code, the Sarbanes- Oxley Act,2002 and consequently
Kings report I to IV which engaged the thorough examination of the UBUNTU principles and a
study of the success of some the South African companies that really acknowledge the
inevitability of every Stakeholder to the success of a company28.

This is therefore, Indicative that the operation ability of the Doctrine of Lifting the Corporate veil
is to the benefit to the entire body of Stakeholders. For instance, the South Sea Company could
not be held liable for the atrocities and fraudulent actions it undertook or the directors could not
be held liable and yet had it been at the time where we have strict laws and requirements that the
director’s function to the extent of their duty, then such atrocities would have been avoided and
as such this research will to an extent state that the doctrine of Lifting the veil of Corporation to
the extent of avoiding foreseeable future crises.

It goes without saying that Company law in Uganda is crafted from English Common Law, the
doctrines of Equity and the Indian Companies Act. Company law in Uganda is comprised in
Principal and subsidiary legislation as well as decided cases. The Companies Act, Cap 110 was
amended by the Companies Act No.1 of 2012 commenced in 2013 that has been recently
amended in 2022. However, the current amendment doesn’t affect the status of the doctrine of
Lifting the Corporate veil on the Stakeholders of a Company.

3.3 LIFTING THE CORPORATE VEIL

3.3.1 CORPORATE VEIL

Upon incorporation, a company acquires legal personality. That is the company becomes a
different person from the person’s that manage it, that is Executive Directors and Non-Executive
Directors. Which is referred to as a Corporate Veil. However, because Corporate Personality is at
times used by unscrupulous persons to perpetrate illegalities. Promoters and Company directors
have often hidden behind the veil of incorporation to defeat Justice thus the intervention of

28
ibid

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Courts to disregard the corporate veil and hold the people behind the company personally liable
for their actions29. And as clearly portrayed various case law has come in to expound on
circumstances under which the veil is lifted that is tax evasion, fraud and that the membership of
the company falls below the statutory minimum save for a single member company30.

And as such the promulgations of the law create a positive and negative impact on the various
stakeholders and as such making it imminent to assess the doctrine with regard to corporate
governance that has laid a platform for the requirement of every singular company to give and
accommodate various stake holders including the community at large.

There are quite a number of Scenarios and the most recent is one of MTN Uganda and AIRTEL
Uganda that issue out monthly interest on mobile money as a way of giving back to society as
part of the stakeholders of the company.

MTN Uganda has also been seen on a number of campaigns such as equipping schools with
computer labs and availing internet services; Mukwano group of Companies provides access to
its products at a reduced cost to its employees as a way of giving back to its employees who are
stakeholders of the company.

It is therefore, important to note that without the doctrine in place, then companies would be run
to the detriment of some of the stakeholders thus minimizing productivity of the companies and
its relevance to the community and society at large which was the status of companies in the late
18th century where Companies only minded profiting its shareholders which resulted into various
catastrophes such as environmental change31. With the evolution of corporate governance, we
have seen in Uganda that all measures possible are being undertaken to stop any further re-
occurrence of what happened in Nigeria and as such the shift from the shareholder theory and
agency theory to the stakeholder theory of corporate governance.

29
Stanbic Bank Uganda Ltd .v. Ducat Lubricants (U) Ltd & 3 Ors [2013] UGCOMMC 199.
30
Mujuzi, J.D. (2021). Piercing/ lifting the corporate veil to combat economic crimes in Uganda.
Commonwealth Law Bulletin, 47(2), 251-285
31
Friends of the Earth Netherlands (Milieudefensie) v Royal Dutch Shell, Chinese Journal of Environmental Law, 5(2), 237-256.
doi: https://doi.org/10.1163/24686042-12340073 .

27 | P a g e
3.4 Alison Dillon Kibirige & Andy Hammer Corporate Governance, 2019.
A stakeholder group is an identifiable group of individuals or organizations with vested interest
which include; the shareholders, the directors, senior executive management, employees,
customers, suppliers, general public and the government. These are categorized into financial
and non-financial stakeholders or External and Internal Stakeholders. In this book they further
quote The New Partnership for African Development (NEPAD) which defined Corporate
Governance as being concerned with ethical principles, values and practices that facilitate the
balance between economic and social goals and between individuals and Communal goals.
These same principles were concurrently enshrined in our companies Act, 2012 as amended in
2022. All this is reconcilable with the Ubuntu principles as portrayed in the Cadbury reports,
Turnbull reports and the King’s Reports 1 to IV. Which exhibit the rationale of a company being
mindful of its stakeholders and vice versa.

It is therefore imperative for us to say that as the world at large is pushing for the harmonization
of companies and their companies, the doctrine of lifting the veil of incorporation also comes in
handy to check the directors and as such encouraging a cordial relationship with other
stakeholders of the company which will not only focus on the development of the company but
also as a member of the society and community. [UBUNTU]

3.5 Gower and Davis; Principles of modern company law; By Paul Davies and Sarah; Published
by sweet & Maxwell.
The law will not go behind the separate personality of a company to the members 32. In Macaura
v. Northern assurance co. ltd33 it was held that the largest shareholder had no insurable interest in
the property of the company. The doctrine of lifting of the corporate veil therefore was created to
prevent injustice. Before the development of the theory behind the corporate veil piercing, the
courts in the United States used their equity powers to disregard a party’s attempt to shelter fraud
or illegality by a corporate form. As early as in 1910, the Supreme Court of Minnesota 34
described the threshold for veil piercing as following: “Where the corporate form is used by

32
Gower and Davis. Principles of modern company law. 9th edition by Paul Davies and Sarah. Published by sweet & Maxwell. Thompson Reuters
(professional) UK Limited 2012.

33
(1925) AC 619

34
Erickson v. Revere Elevator Co., 110 Minn. 443, 444, 126 N.W. 130 (1910).

28 | P a g e
individuals for the purpose of evading the law, or for perpetration of fraud, the court will not
permit the legal entity to be interposed so as to defeat justice.” Thereby protecting the other
stakeholders of the company from unscrupulous directors.

OTHER MODES OF PROTECTION OF A COMPANY’S STAKEHOLDERS

The Doctrine of Majority Rule and Minority Protection

Majority Rule:

The shareholders of a company in a general meeting and the Board of Directors are the two
principal organs of the company. While directors are under a fiduciary duty to the company, the
shareholders are not. In spite of the fact that companies are formed by natural persons who in
most cases are responsible for raising the capital required for running the affairs of the company
and are also responsible for managing the affairs of the company, however, one of the major
consequences of recognizing the distinct personality of a company as a separate legal entity is its
capacity to sue and be sued to redress any wrong done to the company 35. Thus, the Rule as laid
down in the celebrated case of Foss v. Harbottle36 is that any wrong suffered by the company is
an injury to the company itself and only the company, through its authorized agents such as
directors, acting on behalf of the company can instigate an action to remedy such wrong. In that
case, two of the shareholders brought an action against the directors alleging inter alia a
fraudulent sale by the directors of their own property at an inflated value to the company. The
company’s constitution empowered only the directors to initiate legal action in the company’s
name. The basic question before the court was whether an individual shareholder was entitled to
institute an action on the company’s behalf were it was likely that directors had breached a duty
owed to the company. In refusing to order the directors to permit or approve the action instituted
by the shareholders, Wigram V.C. held that the activities complained of were wrong done to the
company. Thus, the company was the proper plaintiff. The two principles established in this case
are: (i) the proper plaintiff in an action in respect of a wrong alleged to be done to a company is
prima facie the company itself; and (ii) the court will not interfere in the management of the

35
BASSEY, A. I. (2022). AN APPRAISAL OF THE LEGAL MACHINERY FOR THE PROTECTION OF
COMPANY STAKEHOLDRS’INTERESTS. African Journal of Law and Human Rights, 6(2).
36
(1843) 2 K.B.461.

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company’s affairs at the instance of minority members who allege internal irregularities in the
conduct of the company’s affairs by the majority of the members or the board of directors with
the support of the majority of members, if the irregularity alleged is such as could be legally
redressed by the majority. This is currently coded under our laws s.246 of the Companies Act. 37
The rationale for this Rule are:- (i) to prevent multiplicity of actions over the same or similar acts
caused by the same incidents if aggrieved members or shareholders were to be allowed to sue to
remedy such incidents; (ii) the members in a general meeting have the power to ratify otherwise
wrongful or unauthorized acts of the directors and this powers will be trampled upon if
shareholders are allowed to sue to reverse the same acts that could be ratified; (iii) it is a natural
consequence of the separate legal personality of an incorporated company; and it preserves the
doctrine of majority rule.30 (iv) In addition to the foregoing, the rule is also justified on the
grounds that the rule of the majority should not be seen to be subjected to the whims and caprices
of the minority as this may frustrate the internal management of the company and the fact that
the court is generally reluctant to interfere in the internal affairs of the company such as
irregularity that could be addressed internally.

Minority Protection:

The exceptions to the company law doctrine of majority rule constitutes the protections the law
has made available to the minority members of the company 38. This is in view of the fact that
allowing the majority rule to be without exceptions amounts to granting unfettered authority to
the company represented by the majority shareholders to exploit and oppress the minority. Under
minority protection, there are three categories of persons who can sue the company to redress a
wrong. They are: members as defined under Section 248 39. The circumstances under which the
right to sue here will arise are also contained in the same provision of the law. They can be
described as members’ direct action. Thus, the minority members may maintain an action within
the provided exceptions to the majority rule. These circumstances are: (a) where the company
purportedly entered into a contract that is illegal or ultra vires. (b) where the company purports to

37
supra
38
ibid
39
supra

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do by ordinary resolution any act which its constitution or the Act requires to be done by special
resolution among others.

4.0 CHAPTER .4.

4.0.1 CLIMAX [SUMMARY OF FINDINGS, RECOMMENDATIONS AND
CONCLUSION].

4.1 SUMMARY OF FINDINGS.

The Doctrine of Piercing the veil of Incorporation, is yet a prominent area in the practice of
corporate law yet to date there is no particular and clearly stipulated circumstances or offences
under which the veil can be lifted. It is also my esteemed observation that at the end of every
piercing of the corporate, there is a redemption of another stakeholder. Therefore, it is in the
interest of justice often times that the veil of incorporation is lifted, short of which could have
created untouchable entities that would not only appear as platforms for the carrying out
illegalities and a danger to the society we live in. The doctrine started as a rudimentary tool of
holding directors of companies accountable for their offences, however currently countries have
ratified international codes of corporate governance are being held liable for failure to carry out
social responsibility, to the wildest extent is that it is required of companies that they lay down
social responsibility plans in order to be accorded a license. And as such causing the lifting of the

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corporate veil under the Act to manifest as a protective measure of a company’s stakeholders
from directors that use the company as a cloak behind which they plot and do their illegalities.

4.2 RECOMMENDATIONS.
1. The legislators (parliament) and the parliamentary counsel should come up with legislations
that are in sync with the current and futuristic waves of technology so as to tame the
unscrupulous directors that use the corporate veil as a façade to propagate their illegalities. This
is so because the trends in technology are shifting every time; for instance, we have things like e-
commerce, e-marketing, online banking, online shopping, electronic money(bitcoin) among
others. The above indicates that the trends are shifting at sporadic speeds and if our legislators
are not up to speed with the tides, then the promulgators of the companies as a façade will re-
ignite frauds at the magnitude of the 17th and 18th century.

2. Tougher measures should be applied on directors and shareholders who advance fraud while
hiding behind the cloak of a corporation. In circumstances where an order for the winding up of
a company is made by the court, for example, that the company is unable to pay its debt or the
affairs of the company are managed in an oppressive and prejudicial manner and it is observed
by investigation that this is as a result of fraud in the management of the affairs of the company,
the director(s) or officer(s) responsible for the fraud against the minority members, such directors
or officers should be subjected to terms of imprisonment and redress to all the affected parties.
With such a penalty: scrupulousness, meticulousness and diligence and efficiency in the
management of the company would have been promoted.

3. The government should undertake an initiative to incorporate corporate social responsibility as

a mandate for all foreign companies as a way of developing our societies. It’s a known fact that
many foreigners come into our nation in the guise of investing, however, some of the investors
end up using the companies as mere cloaks for the appropriation of their illegalities. In the event
that internationally recognized codes of corporate governance are ratified, then it will foster
integrity and also provide an unfriendly atmosphere for fraudsters.

4. Future researchers should give this subject matter priority as it will help in the development of
knowledge in this sector; and as such give provisions for progressive examination and

32 | P a g e
assessment on the law concerning the lifting of the corporate veil and other protective measures
towards a company’s stakeholders.

I do recommend the civil society to join the chariot and sensitize the communities and also
demand for the effectivity of the corporate social responsibility codes in our legal regime. Such
advances will help in pushing the government and all its stakeholders to give a more thorough
outlook on the laws that govern this sphere of the law that are in sync with the emerging trends
of technology.

4.3 CONCLUSION.
In Stanbic Bank Uganda v Ducat Lubricants (u) Ltd & 3 ors, it was stated that the veil of
incorporation will be lifted where it is proved that the directors acting as the mind and body of
the company were involved in an act of dishonesty. The rational of all this is that the company is
a corporate sole with a number of stakeholders such as creditors, employees and the community
where the company is located. Therefore, an act by 1 or 2 director(s) can end up affecting a
number of stakeholders and as such the act of the courts of law; of lifting the veil of corporation
and holding such persons liable is one of the ways through which a company’s stakeholder are
protected from dubious incessant directors. However, it goes without saying that the doctrine of
lifting the veil of incorporation is very foundational and key in the protecting of a company’s
stakeholders despite the fact that there are other legal and non-legal measures through which
stakeholders are protected from the fraudulent, dishonest and negligent individuals hiding behind
the veil of incorporation. Subjects such as corporate social responsibility, risk management help
in shaping and standardizing corporate governance by holding perpetrators liable for any offence
as discussed above.

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 5.0 BIBLIOGRAPHY

5.1 LAWS APPLICABLE

The Constitution of the Republic of Uganda, 1995 (as amended)

The Company’s Act, 2012 (as amended 2022)

The Insolvency Act, 2011 (as amended 2022)

5.2 CASE LAW

1. Salmon case (1897) AC at 42-43
2. Stanbic Bank Uganda Ltd v Ducat Lubricants (U) Ltd & 3 Ors (MISC. APPLIC. No. 845
of 2013) [2013].
3. Salim Jamal & 2 Ors v Uganda Oxygen ltd & 2 Others (1997) II KALR 38
4. Lubega Matovu v Mukwano Investments Ltd HC MA No.56 of 2012.

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 5. Makau Nairuba Mabel v Crane Bank Ltd CS No.380 of 2009.
6. Adams v Cape Industries Plc, (1990)1 Ch.433
7. Gilford motor co. ltd v. Herne (1933) Ch. 935
8. Macaura v. Nothern assurance co. ltd (1925) AC 619.
9. Standard Chartered Bank v Pakistan National Shipping Corporation No.2 (2002)1
ALLER 173
10. M/S McDowell & Co. ltd v Commercial Tax Officer (1985)3 SCC 230
11. DHN Food Distributors Ltd v London Borough of Tower Hamlet’s (1976) 1 WLR 852,
(C A)

5.3 BOOKS OF REPUTABLE AUTHORS

1. Gower and Davis. Principles of modern company law. 9 th edition by Paul Davies and
Sarah. Published by sweet & Maxwell. Thompson Reuters (professional) UK Limited
2012.

2. Charlesworth and Cain Company Law. T.E Cain. 8TH EDITION.

3. Alison Dillon Kibirige & Andy Hammer Corporate Governance, 2019.

4. Suzan McLaughlin, “Unlocking Company Law” 1 st Edn, London: Hodder Education,

2009, page 89.

5. Chris Shepherd, Company Law, 2nd Edn, London: Old Bailey Press, 2002, page 6.

5.4 JOURNALS.
1. Nugroho, s., Sirait, N.N., & Nasution, B. (2020). IMPLEMENTATION OF
SHAREHOLDER’S ALTER EGO AND ITS ACCOUNTABILITY ACCORDING TO
PIERCING THE CORPORATE VEIL DOCTRINE IN INDONESIA. PalArch’s Journal
of Archeology of Egypt / Egyptology, 17(7), 2515-2526.

2. Saxena, H. (2010). “Lifting of Corporate Veil.” Available at ssrn 1725433

3. Turner, John D. (2017): The development of English Company law before 1900, QUCEH
working paper series, No. 2017-01, Queen’s University Centre for Economic History
(QUCEH), Belfast.

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 4. BASSEY, A. I. (2022). AN APPRAISAL OF THE LEGAL MACHINERY FOR THE
PROTECTION OF COMPANY STAKEHOLDRS’INTERESTS. African Journal of
Law and Human Rights, 6(2).

5. Ullah, Q., Durrani, A., & Khan, S. A. (2022). COURTS'ROLES IN CLAIMING

LIMITED LIABILITY AND SEPARATE LEGAL PERSONALITY: A CRITICAL
ANALYSIS. Pakistan Journal of International Affairs, 5(4).

6. Githiora, T.K. (1975) Lifting the veil: ignoring corporate entity (Doctoral dissertation).

7. Sibanda, M. (2022). The Piercing of the Corporate Veil and Creditor Protection. African
Journal of Law and Justice System, 1(1), 25-36.

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