Bowman v Secular Society Ltd [1917]
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Bowman v Secular Society Ltd [1917] AC 406 concerned the issue of whether the certificate of incorporation is conclusive as to the existence and validity of a company. The case involved the registration of a company limited by guarantee with a purpose that was challenged as contrary to public policy.
A company limited by guarantee was formed with the purpose of advancing the idea that human welfare is the proper end of all thought and action. An argument was raised that the company's registration was improper because its purpose, which involved the denial of Christianity, was contrary to public policy and interest.
The central legal issue in this case was whether the certificate of incorporation, once issued, conclusively determines the existence and validity of a company, even if its purposes are later challenged as unlawful or against public policy.
The argument against the company's registration based on its purposes was rejected, and the company was deemed lawful. However, the House of Lords proceeded to consider the hypothetical situation where the Registrar had registered a company with unlawful purposes. In that context, it was held that once the certificate of incorporation is issued, there is little that can be done to attack it.
The case establishes the conclusive nature of the certificate of incorporation concerning the existence and validity of a company. Even if the purposes of the company are later challenged as unlawful or against public policy, the certificate remains conclusive. This principle ensures certainty and finality in the process of company registration, emphasising the importance of the certificate as a legal document.
A company limited by guarantee was formed with the purpose of advancing the idea that human welfare is the proper end of all thought and action. An argument was raised that the company's registration was improper because its purpose, which involved the denial of Christianity, was contrary to public policy and interest.
The central legal issue in this case was whether the certificate of incorporation, once issued, conclusively determines the existence and validity of a company, even if its purposes are later challenged as unlawful or against public policy.
The argument against the company's registration based on its purposes was rejected, and the company was deemed lawful. However, the House of Lords proceeded to consider the hypothetical situation where the Registrar had registered a company with unlawful purposes. In that context, it was held that once the certificate of incorporation is issued, there is little that can be done to attack it.
The case establishes the conclusive nature of the certificate of incorporation concerning the existence and validity of a company. Even if the purposes of the company are later challenged as unlawful or against public policy, the certificate remains conclusive. This principle ensures certainty and finality in the process of company registration, emphasising the importance of the certificate as a legal document.
