PIONEER MUTUAL BENEFIT AND FRIEND-IN-NEED SOCIETY, LTD Vs. ASSISTANT REGISTRAR OF JOINT STOCK COMPANIES

JUDGEMENT

(1.) In this matter I reserved judgment in order carefully to consider whether the new scheme fell within Wallingford V/s. Mutual Society (1880) 5 A.C. 685. I had and have no doubt about the other points raised.

(2.) The first question is whether the Assistant Registrar of Joint Stock Companies has power to decline registration of any part of (a) a memorandum, or (b) articles of a public company. It is said that in Section 82 (relating to the registration of special and extraordinary resolutions) the words in Sub-section (1) "who shall record the same" are directory and leave the Registrar no option in the matter. But the same may be said of the duties of the Registrar under Section 22 with regard to the registration of the memorandum and articles yet there can be no doubt that the Registrar of Joint Stock Companies has a discretion to refuse to register a memorandum. As Lord Parker observed in Bowman V/s. Secular Society, Ltd (1917) A.C. 406 at 439: The Registrar fulfils a quasi-judicial function. Only by misconduct or great carelessness on the part of the Registrar could a company with objects wholly illegal obtain registration.

(3.) But it is said that although that applies to a memorandum it does not apply to a resolution altering articles. I entirely fail to see why Section 22 relates to a. memorandum and articles and if the Registrar can in the exercise of his quasi-judicial function refuse to register a memorandum I should think it is almost an unarguable proposition that he yet must register articles. If he can exercise his discretion with regard to articles he must obviously be able to exercise a discretion with regard to the alteration of articles.