Landmark Judgments: Certificate of Incorporation

There has been various cases and the judgments for such cases are considered as the landmark cases related with the Certification of Incorporation under the Companies Acct

oosa Goolam Arif v. Ebrahim Goolam Ariff (1913):

Out of the seven subscribers to the memorandum of association of a company five were minors. The guardians of  the  minors  made separate  signatures  for each  minor  on the memor andum  ofassociation.The  Registrar,  however,  issued  the  certificate  of  incorporation.  The  validity  of  certificate  ofincorporation was  challenged.  It was held that though  the Registrar should not have issued thecertificate but the certificate was conclusive for all purposes.

Jubilee Cotton Mills Ltd. v Lewis (1924):
On 6th January, 1920 the  necessary documents  were delivered  to the Registrar  for registration.Two days later he issued the certificate of incorporation but dated it 6Januar y instead of 8th On 6th January, company allotted shares to Lewis. It was contended to be void since the companywas not in  existence on  that date. It was held  that the certificate  of  incorporation is conclusiveevidence of all that  it contains. Therefore,  in law the company was formed on  6January  andthallotment of shares was valid.In brief, the certificate of incorporation is conclusive with regard to the following matters:
(a) That the association has been duly registered under the Act.
(b) That it was properly authorized to be registered as a company under the Act.
(c) That the date borne by the certificate of incorporation is the date of the birth of the company. The company shall be deemed to have come into existence on that ver y date.
(d) That all the requirements of the Act in respect of the r egistration and of matters precedent andincidental thereto have been complied with.

Thus,  in  case  certificate  of  incorporation  is  improperly  procured,  the  legal  personality  of  the company cannot be extinguished by cancellation of the certificate of incorporation.