Certificate of Incorporation is like a birth certificate for the Company, without which in the legal world it can’t come into existence and Section 34 and 35 of the companies Act, 1956 deals with the requirement of the Certificate of Incorporation.
Certificate of Incorporation is conclusive evidence that all the formalities and requirements of Companies Act have been complied off, related to formation and matters precedent and incidental thereto, and that the association is a company authorized to be registered and duly registered under this Act. Certificate of Incorporation is issued by the Registrar of companies and each state is having their own registrar of Companies, so it registers the Company once all the documentary requirement are fulfilled for registration and it issue the Certificate of Incorporation. In India all the documents are filed through online portal of Ministry of Corporate Affairs generally know as MCA.
Certificate of Incorporation states that the company has came into existence from the earliest moment of the day of incorporation stated in the Certificate of Incorporation. Once the certificate of incorporation is issued, the validity of registration of company cannot be impeached or challenged. Case studies related to these are as follows
- ARIF MOOSA V/S EBHRAHIM MOOSA
- JUBILEE COTTON MILL LTD. V/S LEWIS.
As per section 149 of the Companies Act, 1956 a private company may start its business after obtaining Certificate of Incorporation whereas a public company having share capital also needs CERTIFICATE OF COMMENCEMENT in order to start its business.