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)].