Q.What is the meaning of ‘Certificate of Incorporation’?

After the promoters file the incorporation application and the Registrar is satisfied that the documents are in order, the Registrar issues the Certificate of Incorporation. It signifies the birth of the company — the company becomes a legal entity with perpetual succession from the date on the certificate. The certificate is conclusive evidence of the regularity of incorporation: once issued, the company's existence cannot be questioned even if there was a flaw in …

Meaning

• After the promoters apply for incorporation with the required documents, the Registrar scrutinises them. Once satisfied that the documents are in order and that all statutory requirements have been met, the Registrar issues the Certificate of Incorporation.
• This certificate signifies the birth of the company — it may be called the company's birth certificate. From the date printed on it, the company is legally born, becoming a legal entity with perpetual succession and entitled to enter into valid contracts. (With effect from 1 November 2000 the Registrar also allots a Corporate Identity Number (CIN).)

Effect — conclusive evidence

• The certificate is conclusive evidence of the regularity of incorporation. Once issued, the company is a legal entity irrespective of any flaw in its registration; this protects outside parties who deal with the company. For example:
  • If the documents were filed on 6 January and the certificate issued on 8 January but dated 6 January, the company was held to exist and contracts signed on 6 January were valid.
  • Even where a person had forged signatures on the Memorandum, the incorporation was still held valid. …