Certificate of Incorporation/Consequences of Incorporation

When the aforesaid documents have been filed with the Registrar and the necessary fees paid, the Registrar will, if he is satisfied, enter the name of the company on the Register of companies maintained by him (s.33) and then will issue a Certificate of Incorporation under his signature in token of registration of the company on the date noted on it (s.34). This certificate serves the same purpose in the case of a  company which a birth certificate does in the case of a natural person.

On registration, the company comes into existence as a legal person distinct from its members who constitute it from the earliest moment of the day of incorporation stated in the certificate of incorporation, with rights and liabilities similar to a natural person, competent to enter into contracts(s.34).

The certificate of incorporation is conclusive evidence that all the requirements of the Companies Act in respect of registration and matters precedent and incidental thereto have been complied with. Accordingly, if memorandum is found to be materially altered after signature but before registration (peel’s case),or is signed by only oen person for all the seven subscribers or the signatories be all infants (Moosa Goolam Ariff v. Ebrahim Gulam Ariff), the certificate would be nevertheless conclusive and would not affect the status and existence of the company as a legal person although such irregularities might gives rise to claim between the subscribers.

This provision prevents the reopening of matters prior and contemporaneous to the registration and essential to it and it place the existence of the company as a legal person beyond doubt.

In the case of Moosa v. Ebrahim, the memorandum was singed by two adult persons and by a guardian of the other five members, who were minors. The Registrar, however, registered the company and issued a certificate of incorporation. The court held the certificate to be conclusive for all purposes.

In another case of Jubilee Cotton Mills Ltd. v. Lewis, the Registrar issued a certificate of incorporation on January 8^th, but dated it January 6^th, which was the date he received the documents. On January 6^th, the company made an allotment of share to Lewis. Held, that the certificate was conclusive evidence of incorporation on January 6^th and that the allotment was not void on the ground that it was made before the company was incorporated.

However, if a company has been incorporated with illegal objects, the illegal objects would not become legal by the issue of the certificate.

Section 36 states that, on registration, memorandum and articles of the company bind the company and its members to the same extent as if they respectively had been signed by the company and by the members and contained covenants on its and their part to observe all the provisions contained in the Memorandum and Articles.