Q.What is a Certificate of Incorporation?

Registration is not complete in the eyes of the law until the Registrar of Companies formally certifies it.

The Certificate of Incorporation is issued by the Registrar of Companies once he is satisfied, after scrutinising the incorporation documents (the Memorandum, the Articles, the professional's declaration, the subscribers' and directors' affidavits, and proof of the registered office), that every requirement of Section 7 of the Companies Act, 2013 relating to registration has been complied with. The certificate carries the company's unique Corporate Identity Number. In law, it is treated as conclusive evidence that the company has been validly registered — this protects outsiders who deal with the company from having to re-investigate whether every internal formality of registration was correctly followed. From the date shown on the certificate, the company becomes a body corporate in its own right, distinct from its promoters and members, capable of owning property and of suing and being sued in its own name.

A frequent error is thinking the Certificate of Incorporation also permits the company to start business immediately — it only confirms that the company legally exists; a company with share capital additionally needs to satisfy the separate Commencement of Business requirement before it may actually trade or borrow.