Is Certificate of Incorporation of a Company Conclusive Evidence?

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Is Certificate of Incorporation of a Company Conclusive Evidence?

Certificate of Incorporation is like a birth certificate for the Company, without which in the legalworld it can’t come into existence and Section 34 and 35 of the   companies Act, 1956 deals withthe requirement of the Certificate of Incorporation.Certificate of  Incorporation is  conclusive evidence that  all the formalities  and  requirements  ofCompanies  Act  have  been  complied  off,  r elated  to  formation  and     matters  precedent  andincidental thereto, and that the association is a  company  authorized  to  be registered  and dulyregistered  under  this  Act.  Certificate   of   Incorporation   is   issued   by   the   Registrar  ofcompanies  and  each  state  is  having  their  own   registr ar   of   Companies,   so   it   registers   theCompany once all the documentar y requirement are  fulfilled  for  registr ation  and  it issue theCertificate of Incorporation. In India all the documents are filed through online portal of Ministryof Corporate Affairs generally know as MCA.Certificate of  Incorporation  states that  the company  has  came  into existence  from  the  earliestmoment of the day of incorporation stated in the Certificate of Incorporation. Once the certificateof  incorporation  is  issued,  the  validity  of  registration  of  company  cannot  be  impeached  orchallenged.

Is Certificate of Incorporation of a Company Conclusive Evidence?
Indian Companies Act, 1956:  According  to  Sec.  35,certificate  of  incorporationis  conclusive  evidence  with  regard  to  theproper  and  regular  registration  and  formation  of  a  company.  It  cannot  be  challenged  even  ifirregularities prior to registration are subsequently discovered.It is considered as conclusive even if it was legally impossible that the company could have beenproperly registered,  e.g., signatures of  all the members  were  forged or  where instead  of sevenonly  six  members  had  really  signed  or  the  persons  signing  were  incompetent  to  enter  intocontracts etc.The  date  appearing  on  the  certificate  of  incorporation  is  conclusive  even  if  it  is  wrong.  Thevalidity  of  the  certificate  of  incorporation  cannot  be  disputed  on  any  grounds  whatsoever.However, grant of the certificate of incorporation to  the company will not make the objects ofthe company legal if they are otherwise illegal.The memorandum of association of a company, after signature of the subscribers, was materiallyaltered without their consent. However, the Registrar issued the certificate of incorporation.The subscribers’ objection was that they never signed the memorandum with which the companywas  registered  since  the  original  memor andum  was  altered  in  a  way  so  as  to  neutralize  andannihilate the original execution and signature of the document.But the learned judge observed, “when once the certificate of incorpor ation is given, nothing isto be inquired into as to regularity of the prior proceedings.” It was, therefore, held that companywas properly incorporated.