Issue of Certificate of Incorporation

Along with the above documents necessary filing fees and registration fees at the prescribed rates are also to be paid.
Issue of Certificate of Incorporation. The Registrar will scrutinize these documents and if they are found in order, he will register me company and will
issue a certificate of incorporation (the company's "birth" certificate). The certificate of incorporation is a certification by the Registrar that the company is
incorporated and in the case of a limited company, that the company is limited Section 34 (I)]. On obtaining this certificate the company becomes a body
corporate, with perpetual succession and a coning seal Section 34 (2)]. .
The Registrar of Companies will allocate 'Corporate Identity Number' .(CIN) to each company registered in India' on or after 1st November 2000. All
companies registered before 1st November 2000, will also be allotted Certificate Identity Number within a year upto April 2002 in a phased manner.
Conclusiycness of Certificate of Incorporation-Section 35. The
Certificate of incorporation is conclusive as to tile following: That the association has been duly registered
Once a certificate of incorporation has been granted no-one can question the regularity of incorporation. In tile famous Peel's case Lofd
Cairns observed " when once the certificate of incorporation is given nothing is to be inquired into as to the regularity of the prior proceedings". It is

conclusive even if it was legally impossible that the company could have been properly registered e.g. where all the signatories arc.a1inors or signatures

to the memorandum are forged. The date appearing on the certificate of incorporation is conclusive even if it is wrong. For instance in.Jubilee Cotton Mills

v:_. Lewies (1924) A.C. 958, the necessary documents for the registration of the company were delivered to the Registrar on 6th January. Two days later

he issued the certificate of incorporation but dated it 6th January instead of 8th-the day on which the certificate was actually issued. On 6th January some

shares were allotted to Lewis. The question arose whether the allotment made before the certificate was actually issued was void. It was held that the

certificate of incorporation is conclusive evidence of all that it contains. Therefore, in law the company was formed on 6th January and allotment of shares

was valid.