Section 16 — Registration of memorandum and articles

(1) There shall be
filed with the registrar an application on the specified form containing the following
information and documents for incorporation of a company, namely:—

(a) a declaration on the specified form, by an authorized intermediary
or by a person named in the articles as a director, of compliance with
all or any of the requirements of this Act and the rules and
regulations made thereunder in respect of registration and matters
precedent or incidental thereto;

(b) memorandum of association of the proposed company signed by all
subscribers, duly witnessed and dated;

(c) there may, in the case of a company limited by shares and there shall,
in the case of a company limited by guarantee or an unlimited
company, be the articles of association signed by the subscribers
duly witnessed and dated; and

(d) an address for correspondence till its registered office is established
and notified.

(2) Where the r egistrar is of the opinion that any document or
information filed with him in connection with the incorporation of the company
contains any matter contrary to law or does not otherwise comply with the
requirements of law or is not complete owing to any defect, error or omission or is
not properly authenticated , the registrar may either require the company to file a
revised document or remove the defects or deficiencies within the specified period.
(3) Where the applicant fails under sub -section (2) to remove the
deficiencies conveyed withi n the specified period, the r egistrar may refuse
registration of the company.

(4) If the registrar is satisfied that all the requirements of this Act and
the rules or regulations made thereunder have been complied with, he shall register
the memorandum and other documents delivered to him.

(5) On registration of the memorandum of a company, the registrar shall
issue a certificate that the company is incorporated.

(6) The certificate of incorporation shall state—

(a) the name and registration number of the company;

(b) the date of its incorporation;

(c) whether it is a private or a public company;

(d) whether it is a limited or unlimited company; and

(e) if it is limited, whether it is limited by shares or limited by guarantee.

(7) The certificate under sub-section (5) shall be signed by the registrar
or authenticated by the registrar’s official seal.
(8) The certificate under sub-section (5) shall be conclusive evidence
that the requirements of this Act as to registration have been complied with and that
the company is duly registered under this Act.
(9) If registration of the memorandum is refused, the subscribers of the
memorandum or any one of them authorised by them in writing may, within thirty
days of the order of refusal, prefer an appeal to the Commission.

(10) An order of the Commission under sub-section (9) shall be final and
shall not be called in question before any court or other authority.