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Section 367: Certificate of registration of existing companies

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
Section 366 All 470 Sections of Companies Act Section 368
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Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 367

Section 367 of the Companies Act, 2013 provides for the issuance of a Certificate of Incorporation to existing entities registering under Chapter XXI, establishing conclusive statutory proof of due incorporation and corporate status.

  • Registrar's Certification Mandate: Upon compliance with the requirements of Part I of Chapter XXI and payment of prescribed fees, the Registrar must certify that the applicant entity is incorporated as a company under this Act.
  • Specification of Limited Liability: In the case of a limited company, the Certificate of Incorporation must expressly certify that the company is limited by shares or limited by guarantee.
  • Conclusive Statutory Evidence: The Certificate of Registration is conclusive evidence of incorporation under the Act, barring collateral inquiry into pre-registration procedural defects.
Key Landmark Precedents:
  • Moosa Goolam Ariff v. Ebrahim Goolam Ariff, (1912) LR 39 IA 237: Landmark Privy Council ruling that the certificate of incorporation is conclusive evidence that all statutory requirements anterior to registration have been satisfied, preventing any collateral challenge to incorporation.
  • O.P. Gupta v. Golden Chemicals (P) Ltd., (1984) 55 Comp Cas 537 (Bom): The High Court held that once the Registrar issues the certificate of incorporation under the statutory equivalent of Section 367, the company's corporate persona is indefeasible and cannot be questioned in collateral proceedings.
  • State of Maharashtra v. Ramdas Shrinivas Nayak, (1982) 2 SCC 463: Reaffirmed that statutory certifications issued by public officers within jurisdiction carry an unassailable presumption of correctness in court proceedings.
Courtroom Practice & Strategic Litigation Guidance:

Immediately upon receipt of the Certificate of Incorporation under Section 367, file a certified copy with the Registrar of Firms or Registrar of Societies to record the formal conversion. In property and banking records, the Section 367 certificate serves as the primary muniment of title proving corporate succession.

Section 366 All 470 Sections of Companies Act Section 368