R v Registrar of Companies, ex parte Attorney General

Ratio Decidendi

Hechos

A well-known prostitute, Lindi St Clair, wished to incorporate a company to formalise her business, in part to satisfy the Inland Revenue, which was taxing her earnings. The Registrar of Companies rejected proposed names such as 'Prostitute Ltd', 'Hookers Ltd' and 'Lindi St Clair (French Lessons) Ltd', but ultimately registered the company as 'Lindi St Claire (Personal Services) Ltd', whose stated object was to carry on the business of prostitution. The Attorney General applied for judicial review, seeking an order of certiorari to quash the registration on the ground that the company had been incorporated for a purpose that was unlawful and contrary to public policy.

Resumen de la sentencia

The Divisional Court granted certiorari and quashed the registration. Although a certificate of incorporation is ordinarily conclusive evidence that a company has been duly registered (then under the Companies Act 1985), the court held that this did not prevent it from intervening where the company had plainly been formed for a purpose that was, on its face, unlawful. Prostitution — and a business whose sole object was to carry it on — was contrary to public policy and 'contra bonos mores', so the company had been formed for an illegal purpose that the Registrar had no power, and indeed a duty not, to register. Ackner LJ held that the registration was a nullity and had to be cancelled. The decision marks the outer limit of the conclusiveness of the certificate of incorporation and confirms the Registrar's residual responsibility to refuse to register companies whose objects are wholly unlawful.

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