R v Registrar of Companies, ex parte AG [1991]

R v Registrar of Companies, ex parte AG [1991] BCLC 476 addressed the issue of challenging a company registration after the issuance of the certificate of incorporation. The case involved the registration of a company associated with activities deemed contrary to public policy.

Lindsey St-Claire attempted to register a company associated with her brothel business. Her first two attempts to register companies with names related to prostitution were rejected by the Registrar. However, her third attempt, under the name LINDSEY ST-CLAIR PERSONAL SERVICES LTD, was accepted and registered. The main legal issue was whether the registration of a company, even if not unlawful, could be challenged on the grounds of public policy after the certificate of incorporation had been issued.

The court held that while the certificate of incorporation itself is not conclusive as to the legality of the company, the challenge is limited to situations where the Attorney-General seeks certiorari to cancel the Registrar's decision to register. In this case, the court sided with the Attorney General, ruling that the registration was contrary to public policy, specifically for promoting sexual promiscuity. As a result, the registration was quashed.

The case underscores the limited grounds on which a company registration can be challenged after the issuance of the certificate of incorporation. While challenges can be made, they are typically restricted to cases where the registration is deemed to be against public policy.

This case reinforces the principle that, once the certificate of incorporation is issued, challenges to the registration on grounds of public policy are limited. It provides a mechanism for the Attorney-General to seek certiorari if the Registrar's decision is believed to be contrary to public policy, allowing for a review of company registrations that may be deemed socially or morally objectionable.
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