On 19th December, 1938, the Governor-in-Council of the State of Victoria, pursuant to the provisions of section 279 of the Companies Act 1928, consented to the use of the word ‘Royal’ in the name of the company known as ‘Royal South Yarra Lawn Tennis Club’.

The Military and Official Secretary to the Governor-General has advised the Prime Minister’s Department that, before referring the matter of the grant for the King’s pleasure, the Governor-General would be pleased to obtain the opinion of the Attorney-General in regard to the action taken by the Government of Victoria in granting the Club permission to use the prefix ‘Royal’.

The relevant portion of section 279 of the Companies Act 1928 is as follows:

279. (1.) Notwithstanding anything contained in any Act, no company association or partnership the name style or title of which includes the word ‘Royal’ ... shall be registered in Victoria as a company unless the Governor in Council … consents to the use of such word in the name style or title of the company:

      ...

Permission to prefix the title ‘Royal’ to the appellations of companies is granted by the King by virtue of His prerogative and it has been the established practice to refer all applications to use the prefix ‘Royal’ for the King’s pleasure.

Keith in Responsible Government in the Dominions at page 762 states that ‘the privilege of conferring Royal Charters on bodies is one reserved to the Crown ... Similarly, as a matter of courtesy the Dominions refuse to incorporate bodies with the style “Royal” unless the authority of the King has been obtained.’ Again in footnote to page 1031 Keith states that ‘the King’s permission is requisite for the use of the style “Royal”’.

In the Despatch dated 19th February, 1909, from the Secretary of State to the Colonies to the Officer administering the Government of South Australia it is stated that ‘His Majesty has been pleased to command ... that the title shall not be allowed unless there is some real Imperial or Crown connexion ... and by an arrangement with the Home Office, the Registrar of Joint Stock Companies before allowing any company to be registered under a title containing such words as “Royal” ... requires an applicant, as a preliminary step, to show that the Home Office has no objection.’

The principles and practice in respect of applications for this distinction are set out in Home Office letter dated 29th September, 1917, which states, by direction of the Secretary of State for Home Affairs, that permission to make use of the title ‘Royal’ has to be obtained in every case through the Home Office and that applications by companies are referred by the Registrar of Companies to the Home Office to state whether there is any objection to the registration of proposed name.

Permission to use the title ‘Royal’ is conferred by the King’s prerogative as a mark of Royal favour and the practice as laid down in the various Despatches over the past forty years clearly shows that it was not the King’s pleasure that He should part with this portion of His prerogative. The question for consideration is whether section 279 of the Companies Act in fact authorizes the Governor-in-Council of the State of Victoria to exercise that portion of the King’s prerogative relating to the use of the title ‘Royal’.

The section prohibits the registration of companies the names of which include the word ‘Royal’ unless the Governor-in-Council consents to the use of such word in the name style or title of the company. I think it impliedly empowers the Governor-in-Council to consent to the use of the word as part of the name of a company. Although as a matter of strict law, I think, in view of the terms of the section, that the Governor-in-Council has that power, it appears to me that the proper course is for all applications, whether in relation to corporate or unincorporated bodies, to be submitted through the State Governor to His Excellency the Governor-General for ascertainment of His Majesty’s wishes.

[Vol. 32, p. 116]