Companies Act Section 367

Companies Act, Section 367: Certificate of Registration of Existing Companies

Section 367 of the Companies Act, 2013 addresses the final step in the process of registering an existing entity such as a partnership firm, limited liability partnership (LLP), cooperative society, or other eligible business entity as a company under the Companies Act. This provision outlines the formal issuance of a Certificate of Incorporation by the Registrar of Companies (RoC) once all required formalities and prescribed payments have been duly completed. The certificate serves as conclusive evidence of the entity’s new legal status as a company under the Act.

Issuance of Certificate Upon Completion of Registration Requirements

Once an existing business entity has fulfilled all procedural and legal requirements for registration under Chapter XXI of the Companies Act, 2013 which includes compliance with provisions under Section 366 regarding eligibility, member approval, structure, and required declarations it becomes eligible to receive formal recognition as a company.

Additionally, the entity must have paid all prescribed fees, if any, in accordance with Section 403 of the Act. Section 403 provides the framework for the filing of documents, forms, and returns with the Registrar, along with applicable fees or additional charges for delays. Upon verifying that:

All necessary documents, declarations, and resolutions have been submitted in the prescribed manner, The entity has complied with the requirements set forth in this Chapter, and the fees and charges due under Section 403 have been paid, the Registrar of Companies shall proceed to certify the registration of the applicant entity.

Nature and Contents of the Certificate of Incorporation

The certificate is to be issued under the official hand (signature and authority) of the Registrar, and it confirms that:

The applicant entity is now incorporated as a company under the Companies Act, 2013.
In cases where the entity has opted for registration as a limited company, the certificate shall also explicitly state that the company is limited by shares or limited by guarantee, as the case may be.
This certificate is a legal acknowledgment of corporate status, and it establishes the company as a body corporate with:

A separate legal identity, Perpetual succession, The ability to own property, enter into contracts, sue and be sued, and the rights and obligations applicable to companies registered under the Act.
Effect of Incorporation

Upon issuance of the certificate:

The entity shall be deemed to be duly incorporated as a company under the Companies Act, 2013.
It shall be subject to all rights, responsibilities, and regulatory provisions applicable to companies governed by this Act.
The original structure and constitution of the entity shall be superseded by the provisions of the Companies Act to the extent applicable to its new legal form.