5.7 Certification of Incorporation

The document: the incorporation's certificate — the registrar's conclusive evidence (the certificate's CONCLUSIVE character: the registrar's grant conclusive of the incorporation's compliance — the company's legal birth certified; the Salomon frame's administrative capstone). The effects: the company's personhood from the certificate (the separate person, the perpetual succession — Unit 3.1's gifts); the certificate's conclusiveness (the incorporation's challenges barred by the conclusive-evidence rule — the certificate's respect); the commencement-of- business discipline's distinction (the incorporation vs the business commencement — the modern regime's practice: the incorporation's certificate and the operation's commencement as distinct steps — Unit 6.6's detail). Exam Focus Long questions: (i) The memorandum-and-articles pair (the contents-nature-alteration trio — the banker); (ii) The prospectus and the misstatement liability; (iii) The pre- incorporation contracts' problem-and-solution. Short questions: the unanimous agreement; the shareholders' agreement's legal character; the certificate's conclusiveness. Trick areas: (i) The MEMORANDUM states the objects (the outer shell); the ARTICLES the internal machinery — the contents' separation (the most-tested distinction); (ii) The articles bind the COMPANY-AND-MEMBERS — not outsiders (the contractual character's limit); (iii) The shareholders' agreement is a CONTRACT — the company is not bound unless it adopts (the SHA vs the constitution); (iv) The incorporation certificate is CONCLUSIVE evidence — the "open to challenge" error; (v) The pre-incorporation contract binds the PROMOTERS until the company adopts — the "automatically…