Law Answer
b. Explain the legal effect of the certificate of incorporation. Does it make any difference to the legal position of the company if Jack thought that the company was incorporated on 15th November 2012? (7 marks)
The certificate of incorporation was issued on 20th December 2012 but the certificate was dated 15th November 2012. The issue here us to determine the date of incorporation.
Section 16(5) of the Companies Act 1965 states that provides on and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other person as may from time to time become members of the company shall be a body corporate forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as provided in this Act.
Section 361 of the Companies Act 1965 states that the certificate of incorporation is conclusive evidence that all the requirements of registration have been complied with. This means all the information contained in the certificate of incorporation is final and cannot be challenged.
In Jubilee Cotton Mills v Lewis the court concluded that the certificates is the date on which the company was registered.
Therefore, based on Section 361 and Jubilee’s case, the effective date of incorporation was 20th December 2013 but not 15th November 2012.
The certificate of incorporation was issued on 20th December 2012 but the certificate was dated 15th November 2012. The issue here us to determine the date of incorporation.
Section 16(5) of the Companies Act 1965 states that provides on and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the memorandum together with such other person as may from time to time become members of the company shall be a body corporate forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as provided in this Act.
Section 361 of the Companies Act 1965 states that the certificate of incorporation is conclusive evidence that all the requirements of registration have been complied with. This means all the information contained in the certificate of incorporation is final and cannot be challenged.
In Jubilee Cotton Mills v Lewis the court concluded that the certificates is the date on which the company was registered.
Therefore, based on Section 361 and Jubilee’s case, the effective date of incorporation was 20th December 2013 but not 15th November 2012.