Bowman v Secular Society Ltd [1917]

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.
Back to blog
UOLLB SQE Turbocharge

UOLLB SQE Turbocharge

Get ready for the SQE1 with high-performance SQE Study Guides developed by UOLLB and published by UOL Press to revolutionise your study method and exam strategy.

Turbocharge SQE Performance

UOL Case Bank

Upon joining, you become a valuable UOL student and gain instant access to over 2,100 essential case summaries. UOL Case Bank is constantly expanding.
Speed up your revision with us now👇

Subscribe Now

Where are our students from?

Council of Europe
Crown Prosecution Service
Baker Mckenzie 
Yale University
University of Chicago
Columbia University
New York University
University of Michigan 
INSEAD
University of London
University College London (UCL)
London School of Economics (LSE)
King’s College London (KCL)
Royal Holloway, University of London 
Birkbeck, University of London
SOAS, University of London
University of Manchester
University of Zurich
University of York
Brandeis University
University of Exeter
University of Sheffield
Boston University
University of Washington
University of Leeds
University of Law
University of Kent
University of Hull
Queen’s University Belfast
Toronto Metropolitan University
Hong Kong University of Science and Technology
University of Buckingham
ESSEC Business School

  • Criminal Practice

    Diagrams and Charts

    Our carefully designed diagrams and charts will guide you through complex legal issues.

  • Criminal Law

    Clear and Succinct Definitions

    Key concepts are concisely defined to help you understand legal topics quickly.

  • Property Law

    Statutory Provisions

    Statutory provisions are provided side by side with legal concepts to help you swiftly locate the relevant legislation.

  • Public Law

    Case Summaries

    We have summarised important cases for you so that you don't need to read long and boring cases.

  • Evidence

    Rules and Exceptions

    Rules and exceptions are clearly listed so that you know when a rule applies and when it doesn't.

  • Company Law

    Terminology

    Legal terms and key concepts are explained at the beginning of each chapter to help you learn efficiently.

  • Case Law

    Case law is provided side by side with legal concepts so that you know how legal principles and precedents were established.

  • Law Exam Guide

    Law Essay Guide

    You will learn essential law exam skills and essay writing techniques that are not taught in class.

  • Law Exam Guide

    Problem Question Guide

    We will show you how to answer problem questions step by step to achieve first-class results.

  • Conflict of Laws

    Structured Explanations

    Complex legal concepts are broken down into concise and digestible bullet point explanations.

  • Legal System and Method

    Legal Research

    You will learn legal research techniques with our study guide and become a proficient legal researcher.

  • Jurisprudence and Legal Theory

    Exam-focused

    All essential concepts, principles, and case law are included so that you can answer exam questions quickly.