A certificate of incorporation is a legal document that verifies that your limited business has been founded and registered with Companies House. The Companies Act of 2006 mandates this. It’s essentially your business’s birth certificate. It includes your company’s name, registered number, and date of incorporation. One of the most critical documents to bring with you when creating a business bank account is your certificate of incorporation. It demonstrates that your company is properly set up. It also reveals that it is a separate legal entity and that it is listed on the public register of corporations. Banks are subject to stringent laws and regulations. These are all related to money laundering. This implies they’ll need to go through a series of checks before opening a new company bank account.
The Certificate of Incorporation is usually required when a company enters into any trading agreements, business contracts, or is involved in a transaction with an overseas government or government agencies. The certificate may be required as proof of the entity’s existence and nature by the transacting parties. As a result, you’ll need to bring identification with you. You’ll also need the documentation related to the formation of your business. These documents contain your memorandum and articles of association (which list your company directors and their responsibilities) as well as any share certificates that have been issued, in addition to your certificate of incorporation.
Attorneys are one of the most valuable resources available to business owners. Lawyers can assist businesses in determining which legal structure (LLC, corporation, etc.) will benefit them the most by sharing their knowledge of the legal advantages and disadvantages of various business entity types. Lawyers can also provide guidance on a variety of other critical legal matters, such as how to keep in good standing with the state and avoid penalties.
CASE ANALYSIS : Peel’s Case (1897) L.R. 2 Ch.674.
- In England, the question whether the Registrar’s certificate is conclusive was decided by Lords Cairns, sitting in the Court of Appeal.
- The memorandum of association of a company when brought to the office of the Registrar of Joint stock companies for registration, was objected by the Appellant, Mr. Willam Peel, as going beyond the prospectus, whereupon the bearer of it, without the authority of the subscribers, made alteration to remove the objections of the Registrar.
- Whether alteration in memorandum of association after signature effect certificate of registration?
- Whether before-hand registration of a company will affect the certificate of incorporation as conclusive evidence?
The company was duly constituted by the conduct of the registrar, knowingly registering the document which has been altered. Lord Cairns assented, “the certificate of incorporation is not merely a prime facie answer, but a conclusive answer to such objection and before the registration of a company, the shareholder should be aware of any variations between the prospectus and memorandum at the earliest time”.
Relevancy of the case:
This is a significant case in that it establishes that the certificate prevents all recurrence of prior matters essential to registration, including the alteration of the memorandum, that it is conclusive in the case that all previous requisites were met, and that the appellant should have the right to object to the memorandum even if it is outside the prospectus.
CASE ANALYSIS : In Moosa Goolam Arif v. Ebrahim Goolam Ariff ILR (1913) 40 Cal 1 PC.
Facts of the case:
- A gentleman wishing to transfer his property to his two wives and five minor children obtained a guardian to represent the other five members who were all minors at the time.
- The memorandum of association of the company was signed by two adult persons and one of them signed as a guardian of the other five minor members. The gentleman then transferred his property to the company in return for shares.
Whether a certificate of incorporation of a company under the Indian Companies Act, 1882 is conclusive as to the fact of incorporation and that all previous requisites had been complied with?
In this case, the certificate of incorporation was challenged on the ground that there were not seven subscribers to the memorandum of association and the conditions of registration prescribed by the Indian Companies Act were not duly complied with and that the Registrar ought to have granted the certificate. However, the certificate is conclusive for all purposes.”
Relevancy of the case:
The certificate of incorporation was conclusive evidence in order to register the company, stating that it had existed since the day of incorporation, with all of the rights and duties of a natural person capable of contracting. The validity of the registration could not be questioned once the certificate was issued, as this would cause endless confusion and cost if the registrar were to take upon himself the duty to ascertain whether the signatories to the memorandum were or were not of full age.
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