R v Registrar of Companies, ex p AG [1991] BCLC 476

Facts

  • The case concerned an application to form a company whose stated objects included advancing a political agenda.
  • The Attorney General applied for judicial review of the Registrar of Companies' decision to accept the company's registration.
  • The Attorney General contended that the company's proposed objects were beyond the limits of permissible company activities under the Companies Act 1985.
  • The central question was whether the Registrar correctly interpreted and applied the statutory requirements for company registration.

Issues

  1. Whether the Registrar of Companies' authority under the Companies Act 1985 to register a company is unlimited or restricted by law.
  2. Whether the proposed objects of the company in question were outside the legitimate scope of company activities as permitted by the Companies Act 1985.
  3. Whether the Registrar’s decision to register the company with such objects was amenable to judicial review.

Decision

  • The High Court found in favour of the Attorney General, ruling that the Registrar’s authority was not unlimited.
  • The court determined that the proposed company objects were outside the permissible scope of company activities under company law.
  • It was established that while the Registrar has discretion, this power is restricted by statutory limitations and subject to judicial oversight.
  • The judgment confirmed that company objects must fit within the legal framework and cannot be used as instruments for political campaigning.

Legal Principles

  • The Registrar of Companies’ authority under the Companies Act 1985 is circumscribed by statutory requirements; it is not absolute.
  • Company objects must accurately reflect lawful business activities and comply with legal and regulatory criteria.
  • Executive decisions by the Registrar are subject to judicial review, ensuring that statutory and public policy considerations are met.
  • Judicial review serves as a constitutional check on executive action, safeguarding against unlawful or unreasonable decisions in company registration.

Conclusion

The High Court held that the Registrar's authority under the Companies Act 1985 is limited and subject to judicial oversight, invalidating the registration of a company with objects outside legitimate business activities and affirming the judiciary’s role in ensuring compliance with company law.

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