Question 4 (c)
Consequences of the Registrar issuing a certificate of incorporation to an LLP
6 marks
- Time to write
- About 12 minutes
- Notes
- Crux notes
Question
Question 4 (c) · 6 marksWhat are the consequences when the Registrar issues a Certificate of Incorporation to the LLP? Comment.
Reworded from the university paper; the task is the same. The original paper belongs to the University of Delhi. See DU's question bank.
Before you write
Read off the question and its marks
Read from the question
- CommentA statement to judge: take a stand on it in your first line, give your reasons, and come back to it at the end.
What the paper leaves open
Only a combined mark of 18 is printed for parts (a) to (c); each part is reckoned here at 6 marks (inferred).
Write it in this order
- Read; underline the asks; jot your points 1 min
- 1 Issue of the certificate (s. 12) 1 mark 2 min
- 2 Conclusive evidence (s. 12(4)) 2 marks 3 min
- 3 Body corporate with the powers of s. 14; registered office 2 marks 3 min
- 4 Comment 1 mark 2 min
- Check: every ask answered, key terms underlined 1 min
Short on time? Trim steps 2 and 3 evenly rather than skip one: each is capped at its own marks. End with step 4 in a line or two.
Try it first. About 12 minutes for 6 marks. Write it out, then open the solution.
Solution
Hover or tap a marked figure, like 72,000, to see how it is made and where else it appears.
Certificate of incorporation. On the incorporation document and the statement of compliance being filed, the Registrar registers the document and gives a certificate that the LLP is incorporated by the name specified in it; the certificate is signed by the Registrar and authenticated by his official seal.
Consequences of issuing the certificate.
- Conclusive evidence of incorporation. The certificate is conclusive evidence that the LLP is incorporated by the name specified in it. Its incorporation cannot later be questioned on the ground of any irregularity in the documents filed.
- A body corporate comes into existence (s. 14). On registration the LLP, by its name, becomes capable of suing and being sued; of acquiring, owning, holding, developing or disposing of property, movable or immovable, tangible or intangible. Section 14 also lets it have a common seal, if it decides to have one, and do and suffer “such other acts and things as bodies corporate may lawfully do and suffer”.
- Registered office. From then it must “have a registered office to which all communications and notices may be addressed and where they” are received (s. 13).
Comment. The certificate is the birth certificate of the LLP: once it is issued the LLP exists as a separate legal person in its own name, and the fact of its incorporation is beyond challenge.
Where the 6 marks sit
| # | Component | Marks |
|---|---|---|
| 1 | Issue of the certificate (s. 12) | 1 |
| 2 | Conclusive evidence (s. 12(4)) | 2 |
| 3 | Body corporate with the powers of s. 14; registered office | 2 |
| 4 | Comment | 1 |
| Total | 6 |
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