Companies Act 2014 section 1236

Effect of registration

Section 1236 deals with what happens when an unlimited company's constitution is registered with the Registrar, including the issuing of a certificate of incorporation, the creation of the body corporate, and the automatic appointment of the company's first directors and secretaries.

• Upon registration of an unlimited company's constitution, the Registrar issues a certificate of incorporation which serves as conclusive proof that all registration requirements have been met.
• From the date of incorporation, the subscribers and any future members form a body corporate with perpetual succession, a common seal, and unlimited liability to contribute to the company's assets if it is wound up.
• The certificate must state whether the company is a private unlimited company, a public unlimited company, or a public unlimited company without share capital.
• Persons named in the statement delivered to the Registrar as directors or secretaries are automatically deemed appointed to those roles on incorporation, provided they are not disqualified or otherwise rendered void under the Act.