What is Conclusiveness of Certificate of Incorporation

A certificate of incorporation is the document which makes a company a separate legal entity. The registrar issues the certificate when all the formalities which are required for the registration are fulfilled. A certificate when issued effects incorporation of the company. Firstly it should be noted that the certificate when issued makes a body corporate and a legal recognition is given to the company. The company gets the right to carry on business on its name. The company has a legal objective. All these are affected from the date when the certificate is issued. A certificate of incorporation is conclusive evidence. The term conclusive evidence means that the inquiry regarding correctness or incorrectness of any particular contained in the certificate of incorporation is not allowed. This means that the certificate of incorporation cannot be challenged by any court or tribunal on any grounds whatsoever.

Now let us discuss the number of facts which are implied with the issue of certificate of incorporation. Following points explains these facts in brief form:-

Firstly the certificate shows that all the requirements of the companies act have been complied with in respect of registration and matters precedent and incidental thereto. The certificate also shows that a company is duly registered under the act and now is a separate legal entity.

It should be noted that once a certificate is issued it would remain valid for the whole life of company. No one can arise any questions about the validity of the certificate of incorporation. Once the certificate is issued it can never be cancelled in any situation. Some of the situations are given below even in which the validity of the certificate cannot be cancelled:-

When one person signed the memorandum on behalf of all the persons. When all the signatories to the memorandum are minors. Where all the signatures to the memorandum are forged. Where the entire memorandum was altered after signing by subscribers, but before in registration. Even when the illegal objectives are incorporated in the object clause.

Now it is concluded that the certificate of incorporation is act as such evidence which is permanent in nature and whose validity cannot be questioned in any situation. Moreover a certificate is the blood life of a company without which it cannot come into existence nor can it get any benefits of separate legal entity.

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