R v Registrar of Companies, ex p AG [1991] BCLC 476

Court: High Court

Facts: Lindsey St-Claire sought to incorporate a company to legitimize a brothel business. The Registrar refused several names until one was accepted. The Attorney General contested the incorporation on the grounds that it was contrary to public policy, despite the business not being illegal.

Issue: Can the incorporation of a company be challenged by a public authority based on public policy considerations, even if the company's business is not illegal?

Held: The High Court sided with the Attorney General, ruling that the registration was contrary to public policy. The court quashed the company’s registration, demonstrating that public interest can justify intervention even if the company’s activities are not illegal.

Key Judicial Statement: Mr. Justice Hoffmann noted that "the Registrar must be vigilant in preventing the corporate form from being used to give a veneer of respectability to enterprises that, while not illegal, are nonetheless contrary to the moral fabric of society."

💡Leveluplaw: Public policy considerations can justify the quashing of a company’s registration, even if the business itself is not illegal.