What is Certificate of Incorporation?

Certificate of Incorporation

Once all the above documents have been filed and they are found to be in order, the Registrar of Companies will issue Certificate of Incorporation of the Company. This document is the birth certificate of the company and is proof of the existence of the company. Once, this certificate is issued, the company cannot cease its existence unless it is dissolved by order of the Court.

Conclusiveness of Certificate of Incorporation

The certificate of incorporation given by registrar in respect of a company is conclusive evidence that all the requirements of the Companies Act have been complied in respect of registration. This is known as Rule In Peel’s Case.

Note the following Case

Jubilee cotton mills Ltd. V. Lewis, (1924) A.C. 958, On 6th January, the necessary documents were delivered to the registrar for registration. Two days after, the registrar issued the certificate of incorporation but dated it 6th January instead of 8th, i.e.. the day on which the certificate was issued. On 6th January some shares were allotted to L, i.e.. before the certificate of incorpora­tion was issued. The question arose whether the allotment was void. Held, the certificate of incorporation is conclusive evidence of all that it contains, in law the company was formed on 6^th January and, therefore, the allotment of shares was valid.