THE REGISTRATION OF COMPANIES

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‘On the registration of the memorandum of a company
the Registrar shall certify under his hand that the company
ls incorporated, and in the case of a limited company that
he company is limited’ [s. 13 (1)].

‘From the date of incorporation mentioned in the certifi-
cate of incorporation, the subscribers of the memorandum,
together with such other persons as may from time to time
become members of the company, shall be a body corporate
by the name contained in the memorandum, capable forth-
with of exercising all the functions of an incorporated com-
pany, and having perpetual succession and a common seal,
but with such liability on the part of the members to con-
tribute to the assets of the company in the event of its being
wound up as is mentioned in this Act’ [s. 13 (2)].

The duty of the Registrar, then, is to register the memor-
andum (with the accompanying articles, if any) and to issue a
certificate of incorporation. The date of the certificate
marks the beginning of the existence of the new corporate
body, thenceforth a legal entity distinct from the members
composing it. A common seal is, it will be observed, an
essential part of its equipment. Express power to hold
lands without licence in Mortmain is contained in the Act,
but associations not for profit may not hold more than two
acres of land without the licence of the Board of Trade (s. 14).

The Registrar's certificate of incorporation is ‘conclusive
evidence that all the requirements of this Act in respect of
registration and of matters precedent and incidental thereto
have been complied with, and that the association is a com-
pany authorised to be registered and duly registered under
the Act’ [s. 15, subs. (1)] [see Hammond v. Prentice (1920),
t Ch. 201].

Certificate of
incorpora=-
tion.