In re: INTERNATIONAL CONSTRUCTION CORPORATION: ICC v REGISTRAR OF COMPANIES (M/171/64) [1964] NGHC 34 (30 November 1964)

**I****n** **th****e** **matt****e****r** **o****f** **a****n** **appl****i****catio****n** **b****y** **I****nterna****t****iona****l** **Co****n****struct****i****o****n** **Corpo****r****atio****n** **_for_** **_leave_** **_to_** **_apply_** **_for_** **_an_** **_order_** **_of_** **_Mandamus_** **and** **In** **t****h****e** **M****a****t****t****e****r** **o****f** **t****h****e** **C****o****m****p****a****n****i****e****s** **A****c****t** **C****a****p****.** **3****7** **_In_** **_re:_** **INTERNATIONAL** **CONSTRUCTION** **CORPORATION:** **ICC** **(****APPELLANT)** **_v_.** **REGISTRAR** **OF** **COMPANIES** **(RESPONDENT)** **(1964)** **All** **N.L.R.** **555** **Div****i****si****o****n:** High Court, Lagos **D****at****e** **o****f** **Judgment:** 30th November, 1964 **C****as****e** **Num****b****er:** M/171/64 **Before:** Taylor, C.J. The Registrar of Companies having refused to accept and file the statutory requirements of the International Construction Corporation, a company incorporated in the United States of America, under section 239 of the Companies Act, Cap. 37, the company applied to the High Court for an order of Mandamous to compel the Registrar to do so. At the hearing, it was contended on behalf of the company that by virtue of section 239 once a company established outside Nigeria presents the statutory requirement for filing, the Registrar is bound to accept same for filing; the Registrar contended that section 239 must be read subject to section 10 which prohibits the registration of a name which is identical with that of an existing company. **_HELD_**** _:_** The answer whether section 10 applies to Companies registered outside Nigeria lies in the definition section. 2, where "Company" is defined as: "Company means a company formed and registered under this Act." If one were to interpolate the word "formed and registered under this Act" everywhere the word "Company" appears in section 10 and immediately after it, then it becomes clear that the applicant company not being one either formed or registered under the Companies Act Cap. 37, cannot be affected by the provisions of section 10. _A_ _p_ _p_ _li_ _c_ _a_ _t_ _io_ _n_ _gr_ _a_ _n_ _t_ _ed_ _:_ _O_ _r_ _d_ _e_ _r_ _a_ _s_ _pr_ _a_ _y_ _e_ _d_ _._ _Cas_ _e_ _ref_ _e_ _rr_ _e_ _d_ _to_ _:__-_ _T_ _h_ _e_ _Quee_ _n_ _v_ _._ _De_ _v_ _erel_ _l_ (1854) 3 Ellis & Blackburn Reports 372. _A_ _ct_ _s_ _ref_ _e_ _rre_ _d_ _to:__-_ _Companies_ _Act,_ _Cap._ _37_ _sections_ _2,_ _10,_ _239_ _and_ _240._ _High_ _Cour_ _t_ _o_ _f_ _Lago_ _s_ _Ac_ _t_ _Cap_ _._ _80_ _,_ _sectio_ _n_ _20(2)__._ K. _Sofola_ , for the Applicants. _Peter_ _s_ , State Counsel, for the Respondent. Taylor, C. J. of Lagos: This is an application by the International Construction Corporation of 11 Martins Street, Lagos, a Company incorporated in the United States of America and endeavouring to establish business in Nigeria, for an order of Mandamus directed to the Registrar of Companies ordering him to accept and file the Statutory requirements of the applicants pursuant to section 239 of the Companies Act. Cap. 37. Section 239(1) provides that:- "Every Company incorporated outside Nigeria which establishes, or has before the date of the coming into force of this Act established, a place of business within Nigeria, shall within six weeks from the establishment of the place of business or from the date of the coming into force of this Act, file with the Registrar: It then goes on to set out the statutory requirements which are of no importance for the purposes of the point here in issue. Mr K. Sofola for the applicants drew my attention to the fact that Part VII of this Act, which comprises sections 239 and 240, is followed by the words "Companies established outside Nigeria" and said that the other sections of the Act with particular reference to section 10(1) do not apply to Companies established outside Nigeria; that once a Company established outside Nigeria presents the statutory requirements for filing in pursuance of section 239, the Registrar must accept same for filing. Mr Peters, State Counsel, representing the Registrar of Companies urged, with little persuasive force, that section 239 must be read subject to section 10, and yet conceded in the same breath that outside Part VII, the other provisions of this Act i.e. Parts I to VI do not apply to Companies registered outside Nigeria. The answer to whether section 10 applies to Companies registered outside Nigeria is really short and simple. Section 10 provides that:- "No Company shall be registered by a name which-(_a_) is identical with that by which a Company in existence is already registered, or so nearly resembles that name as to be calculated to deceive, except where the Company in existence is in the course of being dissolved and signifies its consent in such manner as the Registrar requires; or...." The answer lies in the definition section 2, where "Company" is defined as:-"Company means a company formed and registered under this Act." If one were to interpolate the words "formed and registered under this Act" everywhere the word "Company" appears in section 10 and immediately after it, then it becomes clear that the applicant Company not being one either formed or registered under the Companies Act Cap. 37, cannot be affected by the provisions of section 10, and I so hold. No other point of law or fact was raised before me. By virtue of section 20(2) of the High Court of Lagos Act and bearing in mind the case of _The_ _Queen_ _v._ _Deverell_ (1854) 3 _Ellis_ _&_ _Blackburn_ _R_ _eports_ _P._ 372 at 376 I do order that the Registrar of Companies shall forthwith accept for filing the applicant's statutory requirements under section 239 of the Companies Act Cap 37. Laws of Nigeria 1958 Edition. K. _Sofola_ : says his out-of-pocket expenses is £6. 16. 5 _d_ and asks for costs. _Peter_ _s_ : says no costs should be awarded. No provision for awarding costs against the Registrar. We have no vote to pay costs at all. K. _Sofola_ : Nothing to add. Court: I shall make an order on Wednesday, 2nd December 1964.