Certificate of incorporation as conclusive proof

Explanation. The statement refers to the effect of the certificate the Registrar issues on registering an LLP. Under the Limited Liability Partnership Act, 2008, once the certificate is issued, the fact of incorporation cannot be questioned.

Incorporation. The incorporation document, in the prescribed form, states the LLP's name, its proposed business, the address of its registered office and the names and addresses of its partners and designated partners; a person who makes a statement of compliance knowing it to be false, or not believing it to be true, is punishable (s. 11(3)). When the requirements are met, the Registrar registers the document and, within 14 days, gives a certificate that the LLP is incorporated by the name specified; he may accept the statement of compliance as sufficient evidence that the subscription requirement of section 11(1)(a) has been complied with (s. 12).

Conclusive evidence. Under section 12(4), the certificate is conclusive proof that the LLP has been incorporated under the name it states. So once issued, the existence of the LLP as a body corporate cannot be challenged on the ground that some requirement of registration was not complied with. Any irregularity in the process is cured by the certificate, though a person who made a statement of compliance knowing it to be false, or not believing it to be true, remains punishable (s. 11(3)), and a name that resembles another's may still be ordered to be changed.