CHAPTER II 
THE REGISTRATION OF COMPANIES 
THE Registrar of Companies exercises in the matter of 
registration functions not purely ministerial. He is entitled 
to exercise his discretion in refusing to register a company by 
a name so nearly resembling the name of an existing com- 
pany as to be calculated to deceive (s. 17, see Chapter III); 
he is entitled to refuse to register as a private company a 
company, the articles of which do not contain the provisions 
required by s. 26. He also assumes the right to refuse to 
register in other cases, e.g. if the articles of a private company 
contain provisions as to share-warrants. His duty is to 
determine whether an association applying for registration is 
authorised to be registered under the Act. If all of its objects 
were obviously illegal, he would be bound to refuse registra- 
tion; and if in such circumstances registration were obtained, 
the certificate could be cancelled [Bowman v. Secular Society 
1917), A.C. at p. 349]. He cannot, however, hold a judicial 
enquiry on evidence, and he may be compelled by mandamus 
to register, if he improperly refuses registration [R. v. Registrar 
of Companies; ex p. Bowen (1914), 3 K.B. 1161]. 
It will be convenient to enumerate at once the essential 
Require- requirements for the registration of a new company, which 
ments. are as follows: 
I. A memorandum of association must be prepared which 
must contain the particulars required by law (s. 2). 
The memorandum must be stamped as if it were a 
deed, and must be subscribed by at least seven persons, 
except in the case of private companies (see Chapter 
XXII), when two will suffice, each of whom must sign 
in the presence of, and have his signature attested by, 
at least one witness (ss. I, 3). 
_. Each subscriber of the memorandum must take at least 
one share and write opposite to his name the number 
of shares he takes [s. 2 (4)].