Conclusiveness of certificate of incorporation

Jubilee Cotton Mills Ltd. V. Lewis

On 6^th January, the necessary documents were delivered to the Registrar for registration. Two days after, the Registrar issued the certificate of incorporation but dated it 6^th January instead of 8^th, i.e., the day on which the certificate was issued. On 6^th January some shares were allotted to Lewis, i.e., before the certificate of incorporation was issued.

The question arose whether the allotment was void.

Held, the certificate of incorporation is conclusive evidence of all that it contains. In law the company was formed on 6^th January and, therefore, the allotment of shares was valid.